Constitution

ROYAL TUNBRIDGE WELLS CHORAL SOCIETY (FOUNDED 1904)

1. Title
The name of the Society shall be The Royal Tunbridge Wells Choral Society (referred to in this document as “the Society”, and in abbreviation for publicity and related purposes as “RTWCS”).

2. Aims and Objects
The Society is a Registered Charity, No. 273310.

The objects of the Society shall be to educate the public in the art and science of music and in particular in the art of choral singing, by the presentation of public concerts and in such other ways as the Society shall determine from time to time by the decision of its Committee.

3. Membership
The membership of the Society shall be those persons who:
a) pay the annual subscription at whatever rate the Society determines under paragraph 7 of this document and
b) in the case of performing members, provide such evidence of musical ability as the Committee may require from time to time.

4. President, Patrons and Vice-Presidents
The Society may invite any suitable person to be its President and as many persons as it may think fit to be Patrons or Vice-Presidents.

5. Officers and Committee
The management of the Society shall be carried out by a Committee consisting of: the Chair, Vice-Chair, General Secretary, Concert Secretary, Treasurer, Librarian, Membership Secretary, Website Manager, Publicity Officer and Minutes Secretary (referred to in this document as “the Officers”), together with the representative of MakingMusic and no more than eight other persons, each of whom shall be a member of the Society.

All Committee members shall be elected at the Annual General Meeting of the Society from among the Society’s members by a resolution of a majority of the Society’s members present at the meeting.

A Committee member shall be eligible for re-election after one full year. Apart from the Officers, and the Making Music representative, no Committee member may serve for more than three consecutive years. Committee members shall not be eligible for re-election until one full year has passed.

Where any casual vacancy arises in the Committee, the Committee shall have the power to appoint any member of the Society to fill that vacancy until the next Annual General Meeting of the Society, at which the person so appointed shall be eligible for election.

The Committee shall also have the power to co-opt members of the Society or other persons to the Committee for a special or temporary purpose. Co-opted persons who are not members of the Society shall have no voting rights.
The Musical Director may attend meetings of the Committee (except where the position of Musical Director is being considered), but may not vote.

A quorum for a Committee meeting concerning voting matters shall be six Committee members, of whom at least three shall be Officers.

6. Management
All the arrangements for rehearsals, concerts, control of expenditure and finance of the Society shall be made by the Committee.

There shall be a Management Sub-Committee consisting of such Officers as the Committee may determine.
The Management Sub-Committee may regulate its own procedure and (without prejudice to that general principle) may meet at such times and on such reasonable notice as its members may determine, including in cases of urgency by email or by telephone conference call.

The Management Sub-Committee may take decisions on behalf of the Society, in particular as to programming and policy, but:
a) minutes of each meeting of the Management Sub-Committee must be presented to the Committee, and
b) decisions of the Management Sub-Committee entailing extraordinary financial expenditure by the Society must be ratified by the Committee at the next meeting of the Committee following a Management Sub-Committee meeting.

7. Subscriptions
The annual subscription due from each member of the Society shall be payable in advance by 1st October of each year. The amount of the subscription shall be determined at the Annual General Meeting.
Members may also be charged, at the discretion of the Librarian, such reasonable sums for hire of music as may be required for study, rehearsal and/or performance and may be obliged to reimburse the Society for loss or damage of any hired or loaned music.

8. Finance
The Society’s financial year shall end on 31st July of each year.

A bank account shall be maintained in the name of the Society and cheques for disbursement from that account shall be signed by the Treasurer and any one other Officer of the Society.

The Society may receive donations, grants in aid, or financial guarantees. Tickets for all or any of its concerts and other events may be offered for sale to the public.

The income and property of the Society, whatever their source, shall be applied solely towards promoting the objects of the Society as set out in paragraph 2 of this document, and no part of any such income or property shall be paid or transferred directly or indirectly to any member of the Society except in payment of expenses legitimately incurred on behalf of the Society.

The financial accounts are subject to approval by an independent examiner and each year’s accounts shall be submitted to the members at the Annual General Meeting.

The Society may be dissolved by resolution passed at an Annual General Meeting or Special General Meeting by a two-thirds majority of those members of the Society present and voting at the meeting. In the event of the winding-up or dissolution of the Society, any remaining assets after all liabilities have been discharged shall not be paid or transferred to any member of the Society but shall be transferred to a charitable organisation whose objects are similar to those of the Society and whose rules preclude the distribution of income and assets among its members.

9. General Meeting
Within six months of the end of each financial year the members of the Society shall be summoned, by no less than fourteen days’ notice in writing sent to the last known address (including any electronic address given to the Society for the purpose of receiving notices from the Society) of each member, to an Annual General Meeting.

The Committee may at any time, or shall on a written request signed by no fewer than ten members, call a Special General Meeting of the members of the Society, the quorum for which shall consist of no fewer than one fifth of the members of the Society.

10. Amendments
This Constitution may be amended from time to time by a resolution of a two-thirds majority of the members of the Society present and voting at an Annual or Special General Meeting, provided that:
a) at least fourteen days’ notice in writing of the meeting, including the text of the proposed amendment, is sent to the last known address (including any electronic address given to the Society for the purpose of receiving notices from the Society) of each member, and
b) nothing in this document shall be interpreted as authorising any amendment which has the effect of the Society’s ceasing to be a charity.

This constitution incorporates amendments made:

September 1999
September 2006
September 2011
12 March 2012 (ratified by EGM)
24 October 2016 (ratified by AGM)