1.1 The name of the Society shall be Wessex Concert Orchestra, abbreviated to 'WCO' and hereinafter referred to as the Society.
2.1 The object of the Society shall be:2.1.1 to advance, improve, develop and maintain public education in, and appreciation of, the art and science of music in all its aspects by any means the Committee sees fit, including the presentation of public concerts and recitals;
2.1.2 to further such charitable purpose or purposes as the Committee in its absolute discretion shall think fit but in particular through the making of grants and donations.
3.1 Membership of the Society shall be open to any person interested in furthering the objects of the Society, meets the standard of ability set by the Committee (see Appendix 1) if applicable and who has paid the annual subscription at the appropriate rates as shall be determined by the Committee, all subscriptions being payable in advance.
3.2 Every member shall have one vote.
3.3 The minimum age for membership shall normally be 18 years of age.
3.4 Every member must exercise their membership rights only in the interests of the Society, and not for any private interest they may have.
3.5 The Committee has the power to terminate the membership of any individual, provided that the decision of the Committee, with the exception of (a) the individual concerned if a member of the Committee and (b) any member of the Committee making or connected with the complaint against the individual, is unanimous both as to the termination and as there being good reason for it, and provided that the individual concerned shall have the right to be heard by the Committee, accompanied by a friend if desired before a final decision is made.
4.1 All the arrangements for the concerts and other events and the control of finance shall be in the hands of the Committee.
5.1. Terms of Reference for all Committee Members are included as Annexes to the Constitution.
5.2. The management of the Society shall be in the hands of a Committee consisting of the following 4 Officers: Chair, Secretary, Treasurer and Librarian.
5.3. In addition, the Conductor and Leader, as long as they are not paid for their services to the Society, shall hold ex-officio Officer posts with the same duties and rights as the elected Officers of the Committee. However, if the ex-officio Officers receive payment for their services from the Society, they shall have the right to attend all Committee meetings (except those where their positions are being considered) but they shall have no voting rights.
5.4. The Officers shall be elected by and out of the SocietyÕs Full Adult Membership at an Annual General Meeting; they shall be entitled to hold office as follows:
5.4.1. The Chair shall hold office for a period of two years;
5.4.2. The Secretary and Treasurer shall each hold office for one year;
5.4.3. Officers may resign from the committee at any time within their tenure after giving a period of notice of not less than three months;
5.4.4. Officers shall be dismissed from office only in the event of gross dereliction of their duties as specified in this constitution, the Terms of Reference appropriate to their office, Charity Commission Regulations or other requirements of the law.
5.5. No Officer may:5.5.1. receive any benefit in money or in kind from the Society;
5.5.2. have a financial interest in the supply of goods or services to the Society; or
5.5.3. acquire or hold any interest in property of the Society (except in order to hold it as trustee of the charity)5.6. All Officers and ex-officio Committee members shall be eligible for re-election.
6.1 In furtherance of the objects but not otherwise the Committee may exercise the following powers:6.1.1 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;
6.1.2 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;
6.1.3 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;
6.1.4 Power to employ such freelance musicians (who shall not become members) as is necessary for the proper pursuit of the objects;
6.1.5 Power to cooperate 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;
6.1.6 Power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
6.1.7 Power to appoint and constitute such advisory committees as the Committee may think fit;
6.1.8 Power to do all such other lawful things as are necessary for the achievement of the objects;
6.1.9 Power to reduce the minimum age for membership as stipulated at para 3.3, subject to statutory limitations and provided that the Committee is satisfied that due provision for the support and protection of the individual concerned can be made (see Appendix 2);
6.1.10 Power to change the Society name, subject to the approval of the Charity Commission.
7.1 The Committee shall hold at least 3 ordinary meetings each year. A special meeting may be called at any time by the Chair, or by any 2 members of the Committee, upon not less than 7 days notice being given to the other members of the Committee of the matters to be discussed but if the matter includes the appointment of a co-opted member then not less than 21 days notice must be given.
7.2 The Chair shall act as chair at meetings of the Committee. If the Chair is absent from any meeting, the members of the Committee present shall choose one of their number to be chair before any business is transacted.
7.3 There shall be a quorum when at least one third of the number of members of the Committee for the time being, or four members of the Committee (whichever is the greater), are present at a meeting.
7.4 Every matter shall be determined by a majority of votes of the members of the Committee present and voting on the question, but in the case of equality of votes, the chair of the meeting shall have a second or ÔcastingÕ vote.
7.5 The Committee shall keep minutes of the proceedings at meetings of the Committee and any sub-committee, and shall ensure these are stored safely, and that they are available for inspection as required.
7.6 The Committee may from time to time make and alter rules for the conduct of their meetings, and for the custody of documents. No rule may be made which is inconsistent with this constitution.
7.7 The Committee may appoint one or more sub-committees, consisting of three or more members of the Society, for the purpose of making any enquiry or supervising or performing any function or duty which, in the opinion of the Committee, would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the Committee.
8.1 No individual shall be excluded from membership of the Society or de-barred from any official capacity on the Committee on the grounds of sex, race, colour, age (with the proviso stipulated in para 3.3 above), religion, sexual orientation, disability or political affiliation.
9. Finance
9.1 The financial year shall end on 31st August.
9.2 A banking account shall be opened in the name of the Society and cheques shall be signed by any two of the following Officers: Chair, Secretary or Treasurer.
9.3 The Society shall receive donations, grants in aid and financial guarantees. Tickets for any or all of its concerts and other events shall be offered for sale to the public.
9.4 The income and property of the Society whencesoever derived shall be applied solely towards promoting the objects of the Society as set forth above and no portion thereof shall be paid or transferred either directly or indirectly to any member or members of the Society except in payment of legitimate expenses incurred on behalf of the Society.
10.1 Within 30 days of the end of each financial year the members shall be summoned to an Annual General meeting of which at least 21 days notice in writing shall be given to all members.
10.2 The Committee shall present to each AGM the report and accounts of the Society for the preceding year.
10.3 Nominations for election to the Committee must be made by members of the Society in writing and must be in the hands of the secretary of the Committee at least 14 days before the AGM. Should nominations exceed vacancies, an election shall be held.
11.1 An Extraordinary General Meeting, of which at least 21 days notice in writing must be given to members, may be called for by the Committee or upon written request to the Secretary signed by at least 5 members of the Society. The notice must state the business to be discussed.
12.1 The Secretary or other person specially appointed by the Committee shall keep a full record of proceedings at every general meeting of the Society.
12.2 There shall be a quorum when at least 30% of the members of the Society at the time or 10 members, whichever is the greater, are present at any General Meeting.
13.1 The financial accounts shall be audited or examined to the extent required by legislation or, if there is no such requirement, scrutinized by a person who is independent of the Committee and then submitted to the members at the Annual General Meeting.
14.1 The constitution may be altered by a two-thirds majority of the members present and voting at any General meeting, provided that fourteen days notice of the proposed alteration has been sent to all members and provided that nothing therein contained shall authorise any amendment that shall have the effect of the Society ceasing to be a charity.
14.2 No amendment may be made to clause 1 (the name of the charity) clause 2 (the objects), clause 9.4 (distribution of assets), or clause 15 (dissolution), without the prior written consent of the Charity Commission.
14.3 The Committee shall send the Charity Commission a copy of any amendment made under this clause.
15.1 The Society may be dissolved only by a majority vote at a General Meeting of the Society at which there is at least a quorum of members. In the event of the Society being wound up, any assets remaining after the payments of proper debts and liabilities shall be transferred to a charitable institution or institutions having similar objects to those of the Society, chosen by the outgoing Committee.