Constitution

1. Title

The name of the organisation shall be the Westmorland Youth Orchestra (hereinafter referred to as the ‘Society’); or such other name as the Management Committee may from time to time decide with the approval of the Charity Commissioners.

2. Objects

The objects of the Society shall be to advance the musical education primarily of those young persons under the age of 19 who are ordinarily resident, or receive their education, within the area of the former administrative county of Westmorland by the provision of training in orchestral playing and the presentation of public concerts; and for the general purposes of such charitable bodies or for such other purposes as shall be exclusively charitable as the Management Committee may from time to time decide.

3. Powers

In furtherance of the objects the Management Committee (hereinafter referred to as the ‘Committee’) may exercise the following powers:

Power to raise funds and to invite contributions provided that in raising funds the Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
Power to invest the funds of the Society in any of the investments for the time being authorised for the investment of trust funds;
Power to buy, take on lease, or in exchange, any property necessary for the achievement of the objects and to maintain and equip it for use;
Power subject to any consents required by law to borrow money and to charge all or part of the property of the Society with repayment of the money so borrowed;
Power to appoint and remunerate on an agreed basis a Musical Director and such other Staff and Assistants as are necessary for the proper pursuit of the objects;
Power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
Power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
Power to appoint and constitute such advisory sub-committees as the Committee may think fit;
Power to do all such other lawful things as are necessary for the achievement of the objects.

4. Committee

Management of the Society shall be in the hands of the Committee as follows:

Committee members shall be elected by the Full members out of all members of the Society at the Annual General Meeting (AGM) for a three year term of office. He or she may choose to resign earlier or may stand for re-election after this term to serve for a similar period.
The Committee shall consist of a maximum of 12 and a minimum of 6 members (including officers). Where the full complement is not reached at the AGM, the remaining spaces may be filled during the year by the resolution of the Committee subject to such members standing down at the next AGM, when they may seek re-election as normal.
The Officers, consisting of an Hon. Chairman, an Hon. Secretary and an Hon Treasurer, shall be elected annually, and shall be eligible for re-election, at the first Committee meeting following the AGM. Where any of these posts cannot be filled in this manner, the Committee shall resolve appropriate alternative measures.
Persons who are in receipt of fees for services may not be members of the Committee. However, it shall be open to the Musical Director, members of Staff and such other Assistants to the Orchestra, if they are in receipt of remuneration, to seek attendance or be invited to attend at meetings as appropriate, but they shall not be entitled to vote.
The Committee may also appoint not more than 4 co-opted members, who need not be members of the Society; their co-option to be reviewed at the same meeting as the election of the Officers. Such members shall not be entitled to vote.

5. Committee Meetings

Meetings shall be convened for the proper running of the Society as follows:

There shall be a normal minimum of 1 meeting per academic term in addition to the AGM.
The Chairman shall have the right to a second or casting vote in case of a tied vote.
A quorum, that is the number of voting members who need to be present if the meeting is to be valid, shall be 3 members, or one-third of all the voting members, whichever is more.
In emergency, where calling a meeting is not possible, the Chairman and/or other Officers shall have power to act, providing known views of the Committee are taken into account and their earliest approval is sought.

6. Membership

Membership gives the right to be invited to attend at General Meetings of the Society:

Full Members are eligible to vote and shall be:
1. PLAYING MEMBERS of the Orchestra who are over the age of 18;
2. PARENT MEMBERS, who are parents or guardians in respect of each member of the
  Orchestra who is under 18, having me number of votes limited to the number of players they represent;
3. VOLUNTARY STAFF and ASSISTANTS;
4. COMMITTEE MEMBERS who were not previously full members.
Associate Members are not eligible to vote and shall be:
1. PLAYERS in the Orchestra who are under the age of 18;
2. PARENTS who are not full members;
3. PAID STAFF and ASSISTANTS;
Honorary Membership may be offered to individuals where the appointment is deemed appropriate by the Committee.
The membership of any individual or organisation should only be terminated for good and sufficient reason; and the member concerned should have the right to be heard, accompanied by a friend if necessary, before a final decision is made by the Committee.

7. President

The Society may have a President and Vice-President who shall be nominated by the Committee and appointed subject to the nominee’s approval for a three year renewable term.

8. Equal Opportunities

No individual shall be excluded from membership of the Society or de-barred from any official capacity on the Committee on me grounds of sex, race, colour, religion, sexual orientation or political affiliation, or on grounds of disability.

9. Finance

The financial year shall end on 31st August.
Proper accounting records of the Society shall be kept by the Committee.
An annual statement of accounts shall be prepared and approved by the Committee before being presented to the members at the AGM. Such statement shall also be audited or examined to the extent required by legislation or, if there is no such requirement, scrutinised by a person who is independent of the Committee prior to presentation at the AGM.
Appropriate bank accounts shall be held in the name of the Society and cheques for payment shall be signed by at least 2 members of the Committee.
The income and property of the Society whencesoever derived shall be applied solely towards promoting the objects of the Society as set form above and no portion thereof shall be paid or transferred either directly or indirectly to any full member or full members of the Society except in payment of legitimate expenses incurred on behalf of the Society.
An annual statement of accounts, together with an annual report, shall be forwarded to the Charity Commission in accordance with current legislation.

10. Annual General Meeting

Within eight weeks of the end of the financial year all members shall be invited to an AGM of which at least 14 days’ notice shall be given in writing. It shall be held for the purpose of receiving the report of the Committee, receiving and adopting the accounts, election of the Committee and for any other business of which reasonable notice has been given. Each full member present shall be entitled to vote, with the Chairman having a casting vote as above, and the minimum number of members required to be present to form a quorum shall be 6 full members. The proceedings shall be minuted and the minutes presented for approval at the next AGM.

11. Extraordinary General Meeting

An EGM, of which at least 14 days’ notice in writing must be given to all members, may be called for by the Committee OR upon written request to the Secretary signed by at least 6 full members of the Society. The same quorum and rules of procedure as for an AGM apply.

12. Amendment of Constitution

An amendment may only be made subject to the following provisions:

The constitution may be amended by a two-thirds majority of the members present and voting, provided the same quorum as for an AGM is reached, at any AGM or EGM, provided also that 14 days’ notice of the proposed amendment has been sent to all members in writing.
No amendment may be made to clause 2 (the object clause), clause 9e (full members not to have a personal interest clause), clause 13 (the dissolution clause), this clause or the Committee’s power of investment and no amendment may be made which would allow the Committee to spend permanent endowment of the Society without the prior written approval of the Commissioners.
No amendment may be made which would have the effect of making the Society cease to be a charity at law.
The Committee must promptly send to the Commissioners a copy of any amendment made; and keep a copy of any such amendment with this Constitution.

13. Dissolution

If the Committee decide that it is necessary or advisable to dissolve the Society, they shall summon all members of the Society to a meeting of which not less than 21 days’ notice in writing (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting, the Committee shall have power to realise any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the object of this Society as the members of the Committee may determine, or, failing that, shall be applied for some other charitable purpose.

Date of adoption of Constitution: 5.2.99

Signed by: M.Watson and Caroline Taylor

(Posts held) Secretary Chair