(FIRST DRAFT 3rd MARCH 1999) (2(a) AMENDED 9th MARCH 1999)
(REDRAFTED 12th MARCH 1999, HTML formatting cleared up 29th MARCH 2001)
The Association shall be called The Essex Youth Orchestras Association (“EYOA”).
The aims of EYOA are:
to help former members of any unit of the Essex Youth Orchestras to keep in touch with each other, in ways decided by the Committee;
to support the Glyn Lewis Bursary Fund;
to organise and promote orchestral and other concerts by and for its members;
to support the cause of youth music in Essex;
to do all such other things as shall be conducive to the attainment of these aims.
Membership of EYOA shall be open to:
all current and former members of any unit of the Essex Youth Orchestras;
all current and former members of staff of any unit of the Essex Youth Orchestras;
all those who played in the Glyn Lewis Memorial Concerts of 28th February 1998 or 27th February 1999;
all others (at the discretion of the Committee) who support the aims of EYOA.
Applicants for membership shall complete an application form.
The Committee may elect any person as an Honorary Member of EYOA for such period as it thinks fit. Honorary Members shall be entitled to all the privileges of membership (although they shall not be entitled to vote at meetings or to be elected to the Committee, unless determined otherwise by the Committee).
A member shall cease to be a member with immediate effect on giving the Secretary written notice of resignation.
The annual subscription shall be determined from time to time by the Committee.
The subscription is due on joining EYOA and thereafter on 1st May each year. A member whose subscription is more than 2 months in arrears shall be deemed to have resigned.
WE NEED TO AMEND THIS AT THE NEXT AGM TO SAY SEPTEMBER
The Chairman can remit payment of any subscription due on the grounds of hardship or other good cause.
The Committee shall consist of:
the Chairman, the Secretary and the Treasurer (“the Officers”),
nine other Committee Members, consisting of as many of the four Permanent Committee Members as remain, the balance being Elected Committee Members.
All members of the Committee must be members of EYOA.
The Founding Committee is set out in the Appendix, and it holds office until the next Annual General Meeting (“AGM”) of EYOA.
The four Permanent Members of the Committee listed in the Appendix are not subject to re-election.
The Officers and the Elected Committee Members shall be proposed, seconded and elected at the AGM and shall hold office until the next AGM, when they shall retire. Any vacancy between AGMs occurring by resignation or otherwise may be filled by the Committee.
Retiring Officers and Elected Committee Members shall be eligible for immediate re-election. However no member of EYOA shall:
hold the same Office for more than three years consecutively, or
be an Officer and / or an Elected Committee Member for more than five years consecutively
without a resolution passed to allow this at the AGM.
The Committee shall meet as and when necessary throughout the year, and at least 3 times a year. The Chairman (or another Officer, if the Chairman is unavailable) may call a Committee meeting at any time on 5 days written notice. The quorum for a Committee meeting shall be 4. Decisions of the Committee shall be by simple majority; in the event of a tie, the Chairman (or acting Chairman of the meeting) shall have a casting vote. The Secretary (or another member of the Committee, if the Secretary is absent) shall take the minutes.
In between meetings, the Committee may take decisions after e-mail and telephone discussions amongst its members, provided that the views of all of the Committee have been requested and that an absolute majority of the Committee is in favour. The following decisions cannot be taken in this way: to expel a member; to remove a member of the Committee from their post; to appoint or determine the terms of conditions of service of an employee of EYOA; to authorise the payment of remuneration (as opposed to expenses) to any officer, member, employee or any other person; to call a Special General Meeting; to borrow money; to charge property; to appoint or remove or give directions to Custodians.
The Committee may co-opt members of EYOA to the Committee as and when necessary. Co-opted members shall be members of the Committee until the next AGM and shall be entitled to vote at Committee meetings.
The Committee may from time to time appoint from among its number such sub-committees as it considers necessary and may delegate to them such powers and duties of the Committee as the Committee may determine. All sub-committees shall periodically report their proceedings to the Committee and shall conduct their business in accordance with the directions of the Committee.
The Committee shall be responsible for the management of EYOA and shall have the sole right of appointing and determining the terms and conditions of service of employees of EYOA. The Committee shall have power to enter into contracts for the purposes of EYOA on behalf of all members of EYOA.
Members of the Committee shall be entitled to an indemnity out of the assets of EYOA for all expenses and other liabilities properly incurred by them in the management of the affairs of EYOA.
The Annual General Meeting of EYOA shall be held each year not later than the end of March (whenever possible, to coincide with a concert or other EYOA event) to transact the following business:
to receive the Chairman’s report of the activities of EYOA during the previous year;
to receive and consider the accounts for the previous year, the Auditor’s report on the accounts and the Treasurer’s report as to the financial position of EYOA;
to elect an Auditor;
to elect the Officers and the Elected Committee Members;
to decide on any other resolution duly submitted for consideration in accordance with Rule 6(c) or otherwise allowed by the chairman of the Meeting.
If elections are required at the AGM, they shall be conducted by any fair means as decided by the chairman of the Meeting.
Written notice of any resolution proposed to be moved at the AGM shall be given to the Secretary not less than 28 days before the meeting.
EYOA may, at the AGM, elect an Honorary President or Vice-Presidents. A President or Vice-President need not be a member of EYOA and shall on election, ex officio, be an Honorary Member of EYOA.
A Special General Meeting may be called at any time by the Committee and shall in any event be called and held within 56 days of receipt by the Secretary of a written request signed by not less than 10% of the members of EYOA, stating the purposes for which the meeting is required and the resolutions proposed.
The Secretary shall send to each member written notice of the date of the Meeting together with the resolutions to be proposed thereat at least 21 days before the meeting.
The quorum for the Meeting shall be 20.
The Chairman (or another member of the Committee, if the Chairman is absent) shall take the chair. Each member present shall have one vote and resolutions shall be passed by a simple majority of those present and voting. In the event of a tie the chairman of the Meeting shall have a casting vote. The conduct of business at the Meeting shall be in the discretion of the chairman of the Meeting, whose decisions and rulings shall be final. The Secretary (or another member of the Committee, if the Secretary is absent) shall take minutes.
The Committee shall have power to make, repeal and amend such regulations as it may from time to time consider necessary for the management or well-being of EYOA, and these regulations as made, repealed or amended shall have effect until set aside by the Committee or a General Meeting.
All moneys payable to EYOA shall be received by the Treasurer and deposited in a bank account in the name of EYOA. No sum shall be drawn or transferred from that account unless authorised by two of the Officers. Any moneys not required for immediate use may be invested as the Committee in its discretion think fit.
The income and property of EYOA shall be applied only in furtherance of the aims of EYOA and no part thereof shall be paid by way of bonus, dividend or profit to any members of EYOA.
The Committee shall have power to authorise the payment of remuneration and expenses to any Officer, Committee Member, member or employee of EYOA and to any other person or persons for services rendered to EYOA.
The financial transactions of EYOA shall be recorded by the Treasurer in such manner as the Treasurer or the Committee think fit.
The Committee may borrow money on behalf of EYOA for EYOA purposes from time to time at its own discretion for the general upkeep of EYOA or with the sanction of a General Meeting for any other expenditure, additions or improvements
When so borrowing the Committee shall have power to raise in any way any sum or sums of money and to raise and secure the repayment of any sum or sums of money in such manner or on such terms and conditions as they think fit, and in particular by mortgage or charge upon or by the issue of debentures charged upon all or any part of the property of EYOA.
The Committee shall have no power to pledge the personal liability of any member of EYOA for the repayment of any sums so borrowed.
The property of EYOA, other than cash at the bank, shall be vested in not more than four Custodians. They shall deal with the property as directed by resolution of the Committee and entry in the minute book shall be conclusive evidence of such a resolution.
The Custodians shall be appointed by the Committee and shall hold office until death or resignation unless removed by resolution of the Committee.
The Custodians shall be entitled to an indemnity out of the property of EYOA for all expenses and other liabilities properly incurred by them in discharge of their duties.
The Committee has power to expel a member of EYOA if, in its opinion, it would not be in the interests of EYOA for that person to remain a member of EYOA.
A member shall not be expelled from EYOA unless:
given at least fourteen days’ written notice to attend a Committee meeting and details of the complaints made;
given an opportunity at that meeting to answer the complaints;
two thirds of the Committee present vote in favour of expulsion.
The Committee has power to remove a member of the Committee from the Committee if, in its opinion, it would not be in the interests of EYOA for that person to remain.
If at least four members of the Committee give written notice to the Chairman requesting a Committee meeting to consider removing a member of the Committee, the Chairman shall arrange a meeting as soon as possible, giving all members of the Committee at least fourteen days’ written notice. Another Officer may act in place of the Chairman if the Chairman is unavailable or it is sought to remove the Chairman.
A member of the Committee shall not be removed from the Committee unless:
given an opportunity at the meeting to answer matters raised;
two-thirds of the Committee present vote in favour of removing that person from the Committee.
Any duties held by a person removed from the Committee may be (or in the case of an Officer, shall be) reallocated by the Committee.
A resolution to dissolve EYOA shall only be proposed at a Special General Meeting and shall be carried by a majority of at least 75% of the members present and voting.
The dissolution shall take effect from the date of the resolution and the members of the Committee shall be responsible for the winding-up of the assets and liabilities of EYOA.
Any property remaining after the discharge of the debts and liabilities of EYOA shall be given to a charity or charities nominated by the last Committee.
This Constitution may be altered by resolution at an Annual or Special General Meeting provided that the resolution is carried by a majority of at least two thirds of members present and voting at the General Meeting.
When by this Constitution or otherwise, written notice of anything is required to be given to or by a member of the Committee or member of EYOA, notice sent to a fax number or an e-mail address for that person shall be sufficient notice if that person has previously indicated that notice to that fax number or e-mail address is acceptable. In any other case, notice shall be given to that person at their last notified address.
The Secretary shall keep a copy of the Constitution with the records of EYOA, and shall provide a copy on request to any member or prospective member on payment of printing and postage.
APPENDIX