RBC Constitution

EFFECTIVE FROM 5th February 2002

1. Title
1.1. The name of the Choir shall be “Reading Bach Choir” (‘the Choir’).

2. Objects
2.1. The objects of the Choir shall be the study and performance of choral works by its Singing Members in order to promote and develop public education in and appreciation of such works by means of public performance and other appropriate activities.

3. Membership
3.1. No individual shall be excluded from membership of the Choir or debarred from any official capacity on the Committee on the grounds of age, sex, race, colour, religion, disability, sexual orientation or political affiliation.
3.2. The process of becoming a Singing Member is set out in the Choir’s Rules. A Singing Member is an individual who:
3.2.1. is able to demonstrate and maintain a satisfactory standard of singing;
3.2.2. complies with the Rules of the Choir referred to in clause 4; and
3.2.3. has paid his/her annual subscription when due.

4. Rules
4.1 This Constitution is supplemented by the Choir’s Rules, which are in force from time to time, a copy of which can be obtained from the Secretary. The Singing Members must observe the Rules at all times.
4.2 If there is a conflict between this Constitution and the Rules, the Constitution shall prevail.

5. Officers and Committee
5.1. The Officers of the Choir shall be the Chairman, Secretary and Treasurer.
5.2. The Committee shall comprise the Officers together with not less than four and not more than six other persons.
5.3. The Committee members shall be the trustees of the Choir and shall have such fiduciary and statutory duties as the law from time to time imposes.
5.4. The Committee members shall be elected by and out of the Singing Members at every Annual General Meeting and cannot be an employee of the Choir. The members of the Committee shall be eligible for re-election subject to clause 5.5 below.
5.5. The usual term in any one committee post shall be three years. Each post holder has to be re-elected each year. With the agreement of the AGM a term can be extended by another 3 years and in exceptional circumstances this can be further extended by 3 years. The Committee shall meet at least three times per Season, which shall commence on 1 September every year. A quorum at a Committee meeting shall consist of four Committee members.
5.6. The Choir shall be managed by the Committee who shall be able to exercise the following powers in furtherance of the objects but not otherwise or where the Singing Members’ vote is required:
5.6.1. to raise funds and 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 law;
5.6.2. to make payments to third parties in the furtherance of the objects;
5.6.3. to appoint or engage such persons (none of whom shall be a member of the Committee) as are necessary for the pursuit of the objects, which shall include but not be limited to the appointment of a music director, accompanist or engagement of soloists and orchestras and to make all reasonable and necessary provision for the payment of fees to such persons;
5.6.4. to co-operate with other charities, voluntary bodies and statutory authorities operating in the furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
5.6.5. to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
5.6.6. to arrange rehearsals and concerts on behalf of the Choir;
5.6.7. to control the Choir’s expenditure and finances;
5.6.8. to co-opt Singing Members onto the Committee to fill casual vacancies arising between two Annual General Meetings;
5.6.9. to create sub-committees to manage specific activities or projects and delegate decision making authority save that this does not absolve the Committee from their fiduciary and/or statutory duties;
5.6.10. to terminate the membership of any person provided this is done in accordance with the Rules;
5.6.11. to fill a casual vacancy arising in the position of Independent Examiner.
5.6.12. to do all such other lawful things as are necessary for the achievement of the objects.

6. Subscription
6.1. The rate(s) of the annual subscription payable by the Singing Members shall be such sum(s) as may be determined by a majority of Singing Members present and voting at a General Meeting.
6.2. Subscriptions must be paid within one month of the start of the Season or within one month of joining the Choir.

7. Finance
7.1. The Choir may receive donations, loans, grants in aid, financial guarantees and money from the public through ticket sales. All monies shall be paid as soon as reasonably practicable into the Choir bank account.
7.2. The financial year shall end on 31 July in each calendar year.
7.3. A bank account shall be opened and maintained in the name of the Choir and all cheques for the Choir shall be drawn thereon and all such cheques and other authorisations shall be signed by at least two of the Officers.
7.4. The income and property of the Choir howsoever derived shall be applied solely towards promoting the objectives of the Choir as set forth above and no portion thereof shall be paid or transferred either directly or indirectly to any member or members of the Choir except in payment of legitimate expenses incurred on behalf of the Choir.
7.5. On the winding up of the Choir, any assets remaining after the discharge of all liabilities shall be handed over to a charitable society or association having similar objects to those of the Choir as may be decided by the Committee.
7.6. The financial accounts shall be audited or examined to the extent required by legislation or, if there is no such requirement, scrutinised by such person who is appointed under clause 5.7.6 above and then submitted to the Singing Members at the Annual General Meeting.

8. General Meetings
8.1. An Annual General Meeting shall be held as early as possible in each Season, and in any case not later than the end of the calendar year, for the purpose of receiving and approving the accounts, electing an Independent Examiner to examine of the accounts, electing Officers and members of the Committee, and transacting any other relevant business.
8.2. Extraordinary General Meetings may be convened from time to time by:
8.2.1. the Committee;
8.2.2. its Chairman; or
8.2.3. the Secretary on receipt of a written request signed by at least six Singing Members setting out the business they wish to be dealt with at such a meeting.
8.3. Only fully paid up Singing Members shall be entitled to attend and vote at General Meetings of the Choir.
8.4. The procedure for all General Meetings shall be as follows:
8.4.1. The Secretary shall give not less than 21 days’ notice in writing of such a meeting to the Singing Members;
8.4.2. Any Singing Member may submit business for inclusion on the agenda at least 14 days before the meeting;
8.4.3. The Secretary shall issue the final agenda at least 7 days before the meeting;
8.4.4. The quorum shall be not less than 40% of the fully paid up Singing Members except where there is a proposal to alter this Constitution in which case the quorum shall be as in clause 9.2.
8.4.5. Subject to clause 8.4.6, all elections and other proposals, which need to be voted upon shall be by a show of hands.
8.4.6. If requested by at least six Singing Members or the Committee, contested elections of new members of the Committee and any proposals in connection with the appointment or re-appointment of the Musical Director, appointed in accordance with the Rules, shall be decided by secret ballot.
8.5. To be elected, a candidate must be supported by more than 50% of Singing Members present and eligible to vote at the General Meeting. If no candidate gains more than 50% of the votes then the candidate with the fewest votes shall be rejected and the Singing Members shall vote again for the remaining candidates. The process shall be repeated until a candidate gains more than 50% of the votes.
8.6. All proposals, except relating to alterations to the Constitution or Rules, must be passed by at least 51% of Singing Members present and eligible to vote at the General Meeting.

9. Alteration of Constitution and Rules
9.1. Any proposal to alter the Constitution and/or the Rules shall be submitted to the Secretary in writing in accordance with the procedure for General Meetings set out in clause 8.4 above. Details of the proposed alteration shall be circulated to the Singing Members with the agenda.
9.2. The quorum for a General Meeting to amend the constitution or rules shall be 70% of the Singing Members.
9.3. At least two thirds of Singing Members present and eligible to vote at the General Meeting shall be required to pass any proposed amendment of the Constitution.
9.4. At least 50 % of Singing Members present and eligible to vote at the General Meeting shall be required to pass any proposed amendment of the Rules.
9.5. No amendment shall be made to the Constitution or Rules, which would cause the Choir to cease to be a charity at law.