SIR ARTHUR SULLIVAN SOCIETY

Founded 1977: Registered Charity no. 274022

CONSTITUTION

Incorporating amendments agreed at the Annual General Meeting of 25 September 2016.

1. The name of the Society shall be the SIR ARTHUR SULLIVAN SOCIETY, hereinafter referred to as “the Society”.

2. The object of the Society shall be to advance the education of the public in, and promote performance of the music of, Sir Arthur Seymour Sullivan (1842-1900) and other contemporaneous British composers, by means of the presentation of publications, recordings, lectures, concerts and other activities.

3. The members of the Society shall be those persons who are in sympathy with the object of the Society and pay the annual or life subscription at the appropriate rate or rates as shall be determined by a General Meeting of the Society. The subscription shall be payable in advance. Annual membership shall be valid from receipt of a subscription until the last day of the same month in the following year. The Committee shall have the right to refuse applications for membership and shall have the power to revoke the membership of any member. Revocation of membership shall require a two-thirds majority of those present and voting at the Committee meeting at which the proposed revocation is discussed. The potential revocee shall have the right to attend the meeting and to address the Committee.

4. The honorary members of the Society shall be:
i) the President;
ii) up to twelve Vice-Presidents
iii) honorary members for life
Honorary members shall be appointed by the Committee and shall have the right to vote at general meetings of the Society. No honorary member shall have any duties or obligations as a consequence of honorary membership. Honorary members shall retain their status until resignation, death or revocation of membership by the Committee according to the procedure at clause 3 above.

5. The Committee shall consist of the Chairman, the Secretary and the Treasurer and not more than six additional members, one of whom may be elected by the Committee to serve as vice-Chairman. The Officers and elected Committee members shall be the trustees of the Society. They shall retire annually and shall be eligible for re-election. The Officers and elected Committee members shall be entitled to vote at Committee meetings, and in the event of a tie the Chairman may at his discretion give a second or casting vote.
The Committee shall have the right to co-opt up to three additional members as it sees fit. Co-opted members shall serve until the Annual General Meeting following their co-option and shall be eligible for re-co-option. Co-opted members shall be entitled to speak at Committee meetings but not to vote.
If during the Society’s year an Office becomes vacant, it shall be filled at an Extraordinary General Meeting of the Society called for the purpose, unless the vacancy occurs less than three months before the end of the Society’s financial year, in which case it may be left unfilled until the next Annual General Meeting.

6. The Chairman shall normally take the chair at general meetings of the Society. In the absence of the Chairman from a meeting, the vice-Chairman shall take the chair. In the absence of both the Chairman and the vice-Chairman a chairman shall be elected by and from those present.

Voting at General Meetings shall be by show of hands, or, if it be the wish of the majority of members present, by secret ballot. The Chairman may vote at general meetings and in the case of a tie may at his discretion give a second or casting vote.

The Secretary shall prepare the Annual Report and circulate it to all members at least 28 days before the Annual General Meeting. He shall be responsible for the calling of general meetings of the Society and meetings of the Committee. The Treasurer shall be responsible for the financial affairs of the Society.
Arrangements for meetings, concerts, lectures and other activities shall be in the hands of the Committee. Six full members shall constitute a quorum for meetings of the Committee. The Committee shall have the power to form and control sub-committees for ad hoc purposes. The Chairman, Secretary and Treasurer shall be members ex-officio of all sub-committees. A record shall be kept of all general meetings of the Society and meetings of the Committee and of any sub-committees.

7. The Society’s financial year shall end on 31 March. Such banking accounts as may be necessary shall be maintained in the name of the Society, and all cheques shall be signed by two mandated trustees, one of whom shall be the Treasurer.

8. In the furtherance of its object the Society may:
i) receive donations, grants in aid, gifts, loans and financial guarantees;
ii) raise and borrow money at interest on such terms and on such security (if any) as may be determined;
iii) make grants, donations or loans to any association or body having objects similar to those of the Society;
iv) do all such other lawful things as are incidental or conducive to the attainment of its object.

9. The income of the Society shall be applied solely towards promoting the object of the Society, and no monies shall be paid or transferred directly or indirectly to any member or members of the Society except in payment of legitimate expenses incurred by the Society or on its behalf, or in the payment of reasonable and proper remuneration to any servant employee or independent contractor being a member of the Society, but not a member of the Committee.

10. At least 28 days notice in writing shall be given in writing of any general meeting, including the Annual General Meeting, which shall take place not later than 30 September. Ten members shall constitute a quorum for a general meeting. The business of an Annual General Meeting shall include: presentation of the minutes of the previous AGM; presentation of a report on the Society’s activities for the year ended 31 March; presentation of independently examined accounts for the year ended 31 March; election of Officers and Committee; appointment of an independent examiner who shall not be a member of the Committee.

11. All nominations for Officers and Committee posts shall be made in writing and be signed by the proposer, the seconder and the assenting nominee. They must be received by the Secretary at least seven days before the date of the AGM.

12. An Extraordinary General Meeting of the Society may be convened by the Committee or by ten per cent of the membership by giving at least 28 days notice in writing to the Secretary.

13. The Constitution may be amended by a two-thirds majority of those members present and voting at an Annual or Extraordinary General Meeting, provided that 28 days notice of the proposed amendment has been sent to all members, and provided also that nothing contained therein shall have the effect of causing the Society to cease to be a charity at law.

14. A clause protecting the copyright of the Society shall be displayed on all Society literature and publications.

15. In the event of the winding up or dissolution of the Society, any remaining assets after all liabilities have been discharged shall not be transferred to any member or members of the Society, but shall be transferred to a charitable organisation whose aims are similar to those of the Society, and whose rules forbid the distribution of income or assets among its members.

Stephen Turnbull, Secretary 25 September 2016