Choir Constitution

The Langcliffe Singers
Registered Charity No 1007885

Version 1.4 (Amended 10th. Sept. 2025)

(Original Version 1.1 was effective from March 2006)

CONSTITUTION

1. Name

The name of the Society shall be The Langcliffe Singers.

2. Objects

The objects of the Society shall be:

2.1 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 trustees see fit, including through the presentation of public concerts and recitals

2.2 To further such charitable purpose or purposes as the trustees in their absolute discretion shall think fit but in particular through the making of grants and donations.

3. Officers and Management Committee

3.1 The management of the Society shall be vested in the hands of a committee of trustees (hereinafter called the Management Committee). The Management Committee shall consist of at least five but not more than ten trustees, including a Chairman and a Vice-Chairman, all of whom shall be elected by, and out of, the members of the Society.

3.2 The offices of Chairman and Vice-Chairman are to be held concurrently with the office of trustee. Any serving trustee and any member nominated and duly elected as a trustee shall be eligible for election as Chairman or Vice-Chairman.

3.3 A trustee’s term of office automatically terminates if he or she:
is disqualified or otherwise prohibited by law from acting as a trustee
resigns by written notice to the trustees
is incapable, whether mentally or physically, of managing his or her own affairs
becomes a paid appointee of the Society.

A trustee’s term of office may also be terminated at the discretion of the Management Committee if he or she is absent for more than four months without good cause and two-thirds of the trustees so resolve.

3.4 The Management Committee shall appoint suitably qualified persons to serve as the Secretary and/or the Treasurer of the Society. The offices of Secretary and Treasurer shall entitle the holder to attend and speak, but not to vote at meetings of the Management Committee.

3.5 The offices of Secretary and Treasurer may be held concurrently with the office of trustee, in which case the holder may vote at meetings of the Management Committee in their capacity as trustee, but may not participate in any decision relating to their own appointment.

There shall be no limit to the period of tenure as Secretary or Treasurer, but the Management Committee may at their sole discretion terminate either of these appointments at any time, provided two-thirds of the trustees so resolve.

4. Membership

4.1 The Management Committee may appoint a President, who will be neither a trustee nor a member of the Society.

4.2 Membership of the Society shall be open to any person interested in furthering the objects of the Society, and who has paid the annual subscription at the appropriate rate or rates as shall be determined by the Management Committee, all subscriptions being payable in advance.

4.3 Every member shall have one vote.

4.4 The Management Committee has the power to terminate the membership of any individual, provided that the decision of the Management Committee has the support of two-thirds of the trustees both as to the termination and as to there being good reason for it, and provided that the individual concerned shall have the right to be heard by the Management Committee, accompanied by a friend if desired, before a final decision is made.

In the event that it is a trustee whose membership is liable to be terminated, he or she will be barred from voting on the issue.

5. Management

All arrangements for the concerts and other events and the control of finance shall be in the hands of the Management Committee and no financial commitment or contract shall be entered into on behalf of the Society without their prior knowledge and approval.

6. Powers

In furtherance of the objects but not otherwise the Management Committee may exercise the following powers:

6.1 power to raise funds and to invite contributions provided that in raising funds the Management Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law

6.2 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

6.3 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

6.4 power to appoint and remunerate such persons (who shall not be members of the Management Committee) as are necessary for the proper pursuit of the objects

6.5 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

6.6 power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects

6.7 power to appoint and constitute such advisory committees as the Management Committee may think fit

6.8 power to co-opt up to two additional members of the Management Committee (who need not be members of the Society) for a maximum of 12 months; such co-opted members shall not be eligible to vote

6.9 power to do all such other lawful things as are necessary for the achievement of the objects.

7. Meetings and Proceedings of the Management Committee

7.1 The Management Committee shall hold at least 2 ordinary meetings each year. A special meeting may be called at any time by the Chairman, or by any 2 members of the Management Committee, upon not less than 4 days’ notice being given to the other members of the Management 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 Chairman shall act as Chairman at meetings of the Management Committee. If the Chairman is absent from any meeting then the Vice-Chairman shall take the Chair, or if both are absent an acting Chairman shall be appointed by those present.

7.3 There shall be a quorum when at least 4 elected trustees are present at a meeting.

7.4 Every matter shall be determined by a majority of votes of the members of the Management Committee present and voting on the question, but in the case of equality of votes, the Chairman of the meeting shall have a second or “casting” vote.

7.5 The Management Committee shall keep minutes of the proceedings at meetings of the Management Committee and any sub-committee, and shall ensure that these are stored safely, and that they are available for inspection as required.

7.6 The Management Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings, and the custody of documents. In particular, any meeting, whether a meeting of the Management Committee or a General Meeting of the members, may be held by electronic means and for the purpose of establishing a quorum any trustee or members shall be deemed to be present and entitled to vote even if attending on-line rather than in person. However, no rule may be made or altered in any way which is inconsistent with this constitution.

7.7 The Management Committee may appoint one or more sub-committees, consisting of 3 or more members at least one of whom shall be a trustee of the Society, for the purpose of making any enquiry or supervising or performing any function or duty which, in the opinion of the Management 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 Management Committee. The membership and function of such sub-committees shall be reviewed annually.

7.8 The Management Committee may invite the Musical Director or any other member, appointee or service provider of the Society to attend and to speak at any of its meetings but they shall not be eligible to vote.

8. Equal Opportunities

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

8.2 The Society shall have a Safeguarding Policy which shall be reviewed annually by the Management Committee.

8.3 The Society shall have an Equality Diversion and Inclusion Policy which shall be reviewed annually by the Management Committee.

9. Finance

9.1 The financial year shall end on 31 July.

9.2 A banking account (or accounts) shall be opened in the name of the Society and cheques shall be signed by any two of the Chairman, the Vice-Chairman, the Secretary and the 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. Annual General Meeting

10.1 Within three calendar months 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. However the Management Committee shall have the power to postpone the meeting for a maximum of three months if in the opinion of the Committee exceptional circumstances require a postponement.

10.2 The Management Committee shall present to each AGM the report and accounts of the society for the preceding year.

10.3 Nominations for elections to the Management Committee and proposals for discussion at the meeting must be made by members of the Society in writing and must be in the hands of the Secretary of the Management Committee at least 14 days before the AGM.

10.4 Should nominations exceed vacancies an election shall be held.
The election will be held at the AGM by paper ballot and the result will be announced at the meeting, or exceptionally at the next rehearsal of the Choir.
The election of trustees shall precede any election of the Chairman or Vice-Chairman

10.5 Should any casual vacancy arise on the Management Committee the vacancy shall be announced at a rehearsal of the choir giving at least 14 days’ notice of the election of a replacement which may likewise be held at a rehearsal of the choir. Nominations for such vacancies may be made at any time prior to the election.

11. Extraordinary General Meeting

An Extraordinary General Meeting, of which at least 21 days’ notice in writing must be given to members, may be called for by the Chairman, or by any 2 trustees, or upon written request to the Secretary signed by at least 20 members of the Society. The notice must state the business to be discussed.

12. Procedure at General Meetings

The Secretary or other person specially appointed by the Management Committee shall keep a full record of proceedings at every general meeting of the charity and the Management Committee shall ensure that these are stored safely and are available for inspection as required.

There shall be a quorum when at least ten members of the Society at the time are present at any general meeting.

13. Accounts

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 Management Committee and then submitted to the members at the Annual General Meeting.

14. Alterations to the Constitution

The constitution may be altered by a two-thirds majority of the members present and voting at any general meeting, provided that 14 days’ notice of the proposed alteration has been sent to all members or if at least two-thirds of the members have agreed in writing to the amendment or amendments prior to the meeting provided that nothing herein contained shall authorise any amendment which shall have the effect of the Society ceasing to be a charity.

The Management Committee shall send the Charity Commission a copy of any amendment made under this clause. No amendment may be made to clause1 (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.

15. Dissolution

In the event of the Society being wound up, any assets remaining upon dissolution after the payment of proper debts and liabilities shall be transferred to a charitable institution or institutions having similar objects to those of the Society.