BURY ST EDMUNDS BACH SOCIETY
Charitable Incorporated Organisation 1181842
Date of constitution (last amended): 1st February 2019

1. Name
The name of the Charitable Incorporated Organisation (“the CIO”) is Bury St Edmunds Bach Society (operating under the name Bury Bach Choir).

2. National location of principal office
The principal office of the CIO is in England, care of the CIO’s accountants.
David Roberton & Co, 84 Whiting Street, Bury St Edmunds IP33 1NZ

3. Objects
The objects of the CIO shall be the maintenance of the Bury St Edmunds Bach Society in the study and practice of choral music, and the promotion of musical performances both generally and for the benefit of such charitable purposes as the charity trustees may from time to time think fit.

4. Powers
The CIO has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the CIO’s powers include power to:
(4.1) borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed, provided that the maximum capital borrowed at any time shall not exceed £2000. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;
(4.2) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(4.3) sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, the CIO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;
(4.4) employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of those clauses;
(4.5) deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000.

(4.6) upon there being transferred to the CIO the assets and undertaking of the Bury St Edmunds Bach Society, Charity number 226700, to give to the trustees of that transferring Society an indemnity against the commitments and liabilities of that Society.

5. Application of income and property
(5.1) The income and property of the CIO must be applied solely towards the promotion of the objects.
  (a) A charity trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the CIO.
  (b) A charity trustee may benefit from trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
(5.2) None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO. This does not prevent a member who is not also a charity trustee receiving:
(a) a benefit from the CIO as a beneficiary of the CIO;
(b) reasonable and proper remuneration for any goods or services supplied to the CIO.
(5.3) Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.

6. Benefits and payments to charity trustees and connected persons
(6.1) General provisions
No charity trustee or connected person may:
  (a) buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public;
  (b) sell goods, services, or any interest in land to the CIO;
  (c) be employed by, or receive any remuneration from, the CIO;
  (d) receive any other financial benefit from the CIO;
unless the payment or benefit is permitted by sub-clause (6.2) of this clause, or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.

(6.2) Scope and powers permitting trustees’ or connected persons’ benefits
  (a) A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that it is available generally to the beneficiaries of the CIO.
  (b) A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011.
  (c) Subject to sub-clause (6.3) a charity trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the charity trustee or connected person.
  (d) A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
  (e) A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
  (f) A charity trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public.

(6.3) Payment for supply of goods only – controls
The CIO and its charity trustees may only rely upon the authority provided by sub-clause (6.2)(c) of this clause if each of the following conditions is satisfied:
  (a) The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods (“the supplier”).
  (b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.
  (c) The other charity trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.
  (d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the CIO.
  (e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.
  (f) The reason for their decision is recorded by the charity trustees in the minute book.
  (g) A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 6.

(6.4) In sub-clauses (6.2) and (6.3) of this clause:
  (a) “the CIO” includes any company in which the CIO:
     (i) holds more than 50% of the shares; or
     (ii) controls more than 50% of the voting rights attached to the shares; or
     (iii) has the right to appoint one or more directors to the board of the company;
  (b) “connected person” includes any person within the definition set out in clause [30] (Interpretation);

7. Conflicts of interest and conflicts of loyalty
A charity trustee must:
(7.1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and
(7.2) absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).
Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.

8. Liability of members to contribute to the assets of the CIO if it is wound up
If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

9. Membership of the CIO
(9.1) Admission of new members
  (a) Categories of voting membership
  The categories of voting membership are:
     i) Singing Member, which is membership for people actively participating in the CIO’s Choir who comply with the requirements for a Singing Member in the Rules for the time being made under Clause 25;
     ii) Friend, which is for people, organisations and companies wishing to support the CIO. Unless also a Singing Member, a Friend is not entitled to participate in rehearsals and concerts of the CIO’s Choir. There may be special categories of Friend for those who contribute an annual subscription higher than the basic Friend’s subscription and for those who have made substantial donations to the Jubilee Fund. The special categories, the names of them, the amounts required to be paid and the rights and privileges attaching to them, which must be compliant with the CIO’s charitable status, will be in the Rules for the time being made under Clause 25.
Even though a member may belong to more than one category, theirs will be a single membership, having a single vote and being one person for the purposes of a quorum

  (b) Eligibility
Membership of the CIO is open to anyone who is interested in furthering its purposes, and who, by applying for membership, has indicated his, her or its agreement to become a member and acceptance of the duty of members set out in sub-clause (9.3) of this clause.
A member may be an individual, a corporate body, or an individual representing an organisation which is not incorporated.

  (c) Admission procedure
The charity trustees:
     (i) may require applications for membership to be made in any reasonable way that they decide. Members of the Bury St Edmunds Bach Society charity number 226700 automatically qualify for membership of the CIO subject to completing a membership application form;
     (ii) shall, if they approve an application for membership, notify the applicant of their decision within 21 days of the decision being taken;
     (iii) may refuse an application for membership if they believe that it is in the best interests of the CIO for them to do so;
     (iv) shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within 21 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and
     (v) shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.

(9.2) Transfer of membership
Membership of the CIO cannot be transferred to anyone else except in the case of an individual or corporate body representing an organisation which is not incorporated, whose membership may be transferred by the unincorporated organisation to a new representative. Such transfer of membership does not take effect until the CIO has received written notification of the transfer.

(9.3) Duty of members
It is the duty of each member of the CIO to exercise his or her powers as a member of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO.

(9.4) Termination of membership
  (a) Membership of the CIO comes to an end if:
     (i) the member dies, is unable to manage his or her own affairs or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist; or
     (ii) the member sends a notice of resignation to the charity trustees; or
     (iii) if any sum of money owed by the member to the CIO is not paid in full within three months of its falling due and the charity trustees pass a resolution to remove the member from membership; or
     (iv) the charity trustees decide that it is in the best interests of the CIO that the member in question should be removed from membership, and pass a resolution to that effect.
  (b) Before the charity trustees take any decision to remove someone from membership of the CIO they must:
     (i) inform the member of the reasons why it is proposed to remove him, her or it from membership;
     (ii) give the member at least 21 clear days notice in which to make representations to the charity trustees as to why he, she or it should not be removed from membership;
     (iii) at a duly constituted meeting of the charity trustees, consider whether or not the member should be removed from membership;
     (iv) consider at that meeting any representations which the member makes as to why the member should not be removed; and
     (v) allow the member, or the member’s representative, to make those representations in person at that meeting, if the member so chooses.
  (c) The charity trustees may suspend a member’s membership rights and privileges for not more than 2 months whilst investigating and considering circumstances which might lead to removal from membership.

(9.5) Membership fees
A member is required to pay the subscription designated for his or her membership recommended by the charity trustees and approved by a general meeting. The terms and conditions of and qualification for the various types of subscription shall be in the Rules for the time being made under Clause 25.

(9.6) Informal or associate (non-voting) membership
  (a) The charity trustees may create associate or other classes of non-voting membership, and may determine the rights and obligations of any such members (including payment of membership fees), and the conditions for admission to, and termination of membership of any such class of members.
  (b) Other references in this constitution to “members” and “membership” do not apply to non-voting members, and non-voting members do not qualify as members for any purpose under the Charities Acts, General Regulations or Dissolution Regulations.

10. Members’ decisions
(10.1) General provisions
Except for those decisions that must be taken in a particular way as indicated in sub-clause (10.3) of this clause, decisions of the members of the CIO are to be taken by vote at a general meeting as provided in sub-clause (10.2) of this clause.

(10.2) Taking ordinary decisions by vote
Subject to sub-clause (10.3) of this clause, any decision of the members of the CIO may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting.

(10.3) Decisions that must be taken in a particular way
  (a) Any decision to remove a trustee must be taken in accordance with clause (15.2).
  (b) Any decision to amend this constitution must be taken in accordance with clause 27 of this constitution (Amendment of Constitution).
  (c) Any decision to wind up or dissolve the CIO must be taken in accordance with clause 28 of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the CIO to one or more other CIOs must be taken in accordance with the provisions of the Charities Act 2011.

11. General meetings of members
(11.1) Types of general meeting
There must be an annual general meeting (AGM) of the members of the CIO. The first AGM must be held within 18 months of the CIO’s registration, and subsequent AGMs must be held within three months after each financial year end and, in any event, not more than 15 months after the previous AGM. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees’ annual report, and must elect trustees as required under clause 13.
Other general meetings of the members of the CIO may be held at any time.
All general meetings must be held in accordance with the following provisions.

(11.2) Calling general meetings
  (a) The charity trustees:
     (i) must call the annual general meeting of the members of the CIO in accordance with sub-clause (11.1) of this clause, and identify it as such in the notice of the meeting; and
     (ii) may call any other general meeting of the members at any time.
  (b) The charity trustees must, within 21 days, call a general meeting of the members of the CIO if:
     (i) they receive a request to do so from at least 12 of the members of the CIO; and
     (ii) the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request.
  (c) Any such request must include particulars of a resolution that may properly be proposed and is intended to be proposed at the meeting and/or any other business for which the meeting is being requisitioned.
  (d) Any such request may only properly be made if it is lawful, and is not defamatory, frivolous or vexatious.
  (e) Any general meeting called by the charity trustees at the request of the members of the CIO must be held within 35 days from the date on which it is called.
  (f) If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.
  (g) A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.
  (h) The CIO must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but the CIO shall be entitled to be indemnified by the charity trustees who were responsible for such failure.

(11.3) Notice of general meetings
  (a) Except when clause (10.3) applies the charity trustees, or, as the case may be, the relevant members of the CIO, must give at least 14 clear days’ notice of any general meeting to all of the members, and to any person who is entitled to attend but not vote at meetings of the charity trustees.
  (b) If it is agreed by not less than 90% of all members of the CIO, any resolution may be proposed and passed at the meeting even though the requirements of sub-clause (11.3) (a) of this clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.
  (c) The notice of any general meeting must:
     (i) state the time and date of the meeting:
     (ii) give the address at which the meeting is to take place;
     (iii) give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; and
     (iv) if a proposal to alter the constitution of the CIO is to be considered at the meeting, include the text of the proposed alteration;
     (v) include, with the notice for the AGM, the annual statement of accounts and trustees’ annual report, details of persons standing for election or re-election as trustee, or where allowed under clause 21 (Use of electronic communication), details of where the information may be found on the CIO’s website.
  (d) Each member or other person to whom notice might be given is responsible for notifying the CIO of their postal address within the UK and, if applicable, their email address for communications and any change of address. Proof that a notice has been given to person personally; or that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent to the address of the member or other person in the registers of the CIO, shall be conclusive evidence that the notice was given. A posted or electronically sent notice shall be deemed to be given 48 hours after it was posted or sent.
  (e) The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the CIO.

(11.4) Chairing of general meetings
The Honorary Chair shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of the CIO who are present at a general meeting shall elect a chair to preside at the meeting.

(11.5) Quorum at general meetings
  (a) No business may be transacted at any general meeting of the members of the CIO unless a quorum is present when the meeting starts.
  (b) Subject to the following provisions, the quorum for general meetings shall be 12 members present in person. An organisation or company represented by a person present at the meeting in accordance with sub-clause (11.7) of this clause, is counted as being present in person.
  (c) If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.
  (d) If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must either be announced by the chair or be notified to the CIO’s members at least seven clear days before the date on which it will resume.
  (e) If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.
  (f) If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the charity trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.

(11.6) Voting at general meetings
  (a) Any decision other than one falling within clause 10.4 (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting. Every member has one vote.
  (b) A resolution put to the vote of a meeting shall be decided on a show of hands.
  (c) In the event of an equality of votes, the chair of the meeting shall have a second, or casting vote.
  (d) Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.

(11.7) Representation of organisations and corporate members
An organisation or a corporate body that is a member of the CIO may, in accordance with its usual decision-making process, authorise a person to act as its representative at any general meeting of the CIO. The representative is entitled to exercise the same powers on behalf of the organisation or corporate body as the organisation or corporate body could exercise as an individual member of the CIO.

(11.8) Adjournment of meetings
The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.

12. Charity trustees
(12.1) Functions and duties of charity trustees
The charity trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. If the charity trustees exercise the power to borrow they shall report that they have done so at the next general meeting of the CIO, unless the borrowing has already been sanctioned by a vote at a general meeting. It is the duty of each charity trustee:
  (a) to exercise his or her powers and to perform his or her functions as a trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and
  (b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:
     (i) any special knowledge or experience that he or she has or holds himself or herself out as having; and
     (ii) if he or she acts as a charity trustee of the CIO in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.

(12.2) Eligibility for trusteeship
  (a) Every charity trustee must be a natural person.
  (b) No one may be appointed as a charity trustee:
     • if he or she is under the age of 16 years; or
     • if he or she would automatically cease to hold office under the provisions of clause 15.1(f).
  (c) No one is entitled to act as a charity trustee whether on appointment or on any re- appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee.

(12.3) Details of charity trustees
  (a) the charity trustees shall be the following Officers and Singing Members’ representatives:
     Officers:
     Honorary Chair
     Honorary Secretary
     Honorary Treasurer
And, if the Management Committee decides there should be, an Honorary Vice Chair, an Honorary Assistant Secretary and/or an Honorary Assistant Treasurer.
     Members:
A minimum of three and a maximum of six members, to some or all of whom may be given titles and specific responsibilities by Rules made under clause 25.
     Singing Members’ representatives:
Up to six Singing Members
  (b) The quorum for a meeting of the charity trustees is five charity trustees.
  (c) The term of office of an Officer is until the end of the AGM next following his or her election/appointment. Members holding these positions shall be eligible for re-election, except that an Officer who has been re-elected to the same Office five times successively will be ineligible for re-election to the same Office until the AGM after the one at which his sixth term of office expires. The first election following co-option is not a “re-election” for the purposes of this limit.
  (d) The term of office of a Singing Members’ representative is until the end of the third AGM following his or her election/co-option. They shall be ineligible for re-election in the same capacity until the AGM after the one at which his or her term of office expires.
  (e) Should a vacancy occur amongst the charity trustees, the charity trustees may co-opt a member to fill the vacancy; and they shall also have power to co-opt and appoint an Honorary Vice Chair, an Honorary Assistant Secretary or an Honorary Assistant Treasurer during the year if they decide one should be appointed. In any of these cases the person will hold office until the end of the next AGM, at which they will be eligible for election.

(12.4) First charity trustees
The first charity trustees of the CIO are –
Ms Tessa Wright Ms Pamela Reed Mrs Susanna Spall Mr John Pennell
Mrs Kim Judge Mrs Charlotte Leeder Ms Susan Kodicek Mr Arland Shawe-Taylor
Mrs Janet Todd Ms Alexandra Birch Mrs Kathryn Lee Mrs Elizabeth Hartley
Ms Sarah Mansfield Ms Linda Cleveley

13. Appointment of charity trustees and trustees’ meetings attendees
(13.1) At the end of the first general meeting of the members of the CIO all the charity trustees shall retire from office, but will be eligible for re-election;
(13.2) The CIO may appoint:
  (a) A Music Director;
  (b) A representative to the National Federation of Music Societies:
  (c) An Honorary President or Honorary Presidents (not exceeding 2)
To be elected at a general meeting on the recommendation of the charity trustees, and whose appointment will be until the end of the AGM next following and who will be eligible for re-election without limit.
Each of these is entitled to attend, but not vote at, meetings of the charity trustees, provided that the Music Director shall not be present whilst his remuneration is being discussed and decided. They shall not be counted in the quorum.

14. Information for new charity trustees
The charity trustees will make available to each new charity trustee, on or before his or her first appointment:
  (a) a copy of this constitution and any amendments made to it;
  (b) a copy of the CIO’s latest trustees’ annual report and statement of accounts;
  (c) a copy of the Rules made under Clause 25.

15. Retirement and removal of charity trustees
(15.1) A charity trustee ceases to hold office if he or she:
  (a) retires by notifying the CIO in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);
  (b) is absent without the permission of the charity trustees from all their meetings held within a period of six months and the trustees resolve that his or her office be vacated;
  (c) dies;
  (d) in the written opinion, given to the company, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a director and may remain so for more than three months;
  (e) is removed by the members of the CIO in accordance with clause 15.2; or
  (f) is disqualified from acting as a charity trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
(15.2) A charity trustee shall be removed from office if a resolution to remove that trustee is proposed at a general meeting of the members called for that purpose and properly convened in accordance with clause 11, and the resolution is passed by a two-thirds majority of votes cast at the meeting.
(15.3) A resolution to remove a charity trustee in accordance with this clause shall not take effect unless the individual concerned has been given at least 14 clear days’ notice in writing that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been given a reasonable opportunity of making oral and/or written representations to the members of the CIO.

16. Taking of decisions by charity trustees
Any decision may be taken either:
• at a meeting of the charity trustees; or
• by resolution in writing or electronic form agreed by a majority of all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to which the majority of all of the charity trustees has signified their agreement. Such a resolution shall be effective provided that
  • a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the charity trustees; and
  • the majority of all of the charity trustees has signified agreement to the resolution in a document or documents which has or have been authenticated by their signature, by a statement of their identity accompanying the document or documents, or in such other manner as the charity trustees have previously resolved, and delivered to the CIO at its principal office or such other place as the trustees may resolve within 28 days of the circulation date.

17. Delegation by charity trustees
(17.1) The charity trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they must determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.
(17.2) This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements -

  (a) a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee;
  (b) the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and
  (c) the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.

18. Meetings and proceedings of charity trustees
(18.1) Calling meetings
(a) Any charity trustee may call a meeting of the charity trustees.
(b) Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.

(18.2) Chairing of meetings
The Honorary Chair, if present and willing, shall chair the charity trustees’ meetings. If the Honorary Chair is unwilling to preside or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.

(18.3) Procedure at meetings
  (a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is five charity trustees, or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.
  (b) Questions arising at a meeting shall be decided by a majority of those eligible to vote.
  (c) In the case of an equality of votes, the chair shall have a second or casting vote.

(18.4) Participation in meetings by electronic means
  (a) A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants.
  (b) Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.
  (c) Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

19. Saving provisions
(19.1) Subject to sub-clause (19.2) of this clause, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:
  • who was disqualified from holding office;
  • who had previously retired or who had been obliged by the constitution to vacate office;
  • who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.
(19.2) Sub-clause (19.1) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for clause (19.1), the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest).

20. Execution of documents
(20.1) The CIO shall execute documents either by signature or by affixing its seal (if it has one).
(20.2) A document is validly executed by signature if it is signed by at least two of the charity trustees.
(20.3) If the CIO has a seal:
  (a) it must comply with the provisions of the General Regulations; and
  (b) it must only be used by the authority of the charity trustees or of a committee of charity trustees duly authorised by the charity trustees. The charity trustees may determine who shall sign any document to which the seal is affixed and unless otherwise determined it shall be signed by two charity trustees.
(20.4) The appointment of bankers, the mandate for operation of any bank account, the appointment of charity trustees authorised to give instructions, to be authorised signatories and to access a bank account must comply with the Rules made under Clause 25.

21. Use of electronic communications
(21.1) General
The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular:
(a) the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;
(b) any requirements to provide information to the Commission in a particular form or manner.

(21.2) To the CIO
Any member or charity trustee of the CIO may communicate electronically with the CIO to an address specified by the CIO for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the CIO.

(21.3) By the CIO
  (a) Any member or charity trustee of the CIO, by providing the CIO with his or her email address or similar, is taken to have agreed to receive communications from the CIO in electronic form at that address, unless the member has indicated to the CIO his or her unwillingness to receive such communications in that form.

  (b) The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website –
     (i) provide the members with the notice referred to in clause 11.3 (Notice of general meetings); and
     (ii) give charity trustees notice of their meetings in accordance with clause 18.1 (Calling meetings);
  (c) The charity trustees must:
     (i) take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal;
     (ii) send any such notice or proposal in hard copy form to any member or charity trustee who has not consented to receive communications in electronic form.

22. Keeping of Registers
The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and charity trustees.

23. Minutes
The charity trustees must keep minutes of all:
(23.1) appointments of officers made by the charity trustees;
(23.2) proceedings at general meetings of the CIO;
(23.3) meetings of the charity trustees and committees of charity trustees including:
  • the names of the trustees present at the meeting;
  • the decisions made at the meetings; and
  • where appropriate the reasons for the decisions;
(23.4) decisions made by the charity trustees otherwise than in meetings.

24. Accounting records, accounts, annual reports and returns, register maintenance
(24.1) The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of accounts, and to the preparation of annual reports and returns. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end, which is 31 July.
(24.2) The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities.

25. Rules
The members in general meeting may from time to time make such reasonable and proper rules and the charity trustees may make such reasonable and proper bye laws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the CIO on request.

26. Disputes
If a dispute arises between members of the CIO about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

27. Amendment of constitution
As provided by clauses 224-227 of the Charities Act 2011:
(27.1) This constitution can only be amended:
  (a) by resolution agreed in writing by all members of the CIO; or
  (b) by a resolution passed by a two thirds majority of votes cast at a general meeting of the members of the CIO.
(27.2) Any alteration of clause 3 (Objects), clause 28 (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them, requires the prior written consent of the Charity Commission.
(27.3) No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
(27.4) A copy of any resolution altering the constitution, together with a copy of the CIO’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.

28. Voluntary winding up or dissolution
(28.1) As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made:
  (a) at a general meeting of the members of the CIO called in accordance with clause 11 (Meetings of Members), of which not less than 14 days’ notice has been given to those eligible to attend and vote:
     (i) by a resolution passed by a two thirds majority of those voting, or
     (ii) by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or
  (b) by a resolution agreed in writing by all members of the CIO.
(28.2) Subject to the payment of all the CIO’s debts:
  (a) Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied.
  (b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied.
  (c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO, namely to one or more charitable organisations selected by the charity trustees operating within a radius of 60 miles of St Edmundsbury Cathedral, Bury St Edmunds, Suffolk whose objects are similar to those of the CIO and whose rules preclude the distribution of income and assets amongst its members.
(28.3) The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:
  (a) the charity trustees must send with their application to the Commission:
     (i) a copy of the resolution passed by the members of the CIO;
     (ii) a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and
     (iii) a statement by the charity trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution;
  (b) the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee of the CIO who was not privy to the application.
(28.4) If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.

29. Interpretation
In this constitution:
“connected person” means:
  (a) a child, parent, grandchild, grandparent, brother or sister of the charity trustee;
  (b) the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above;
  (c) a person carrying on business in partnership with the charity trustee or with any person falling within subclause (a) or (b) above;
  (d) an institution which is controlled –
     (i) by the charity trustee or any connected person falling within sub-clause (a), (b), or (c) above; or
     (ii) by two or more persons falling within sub-clause (d)(i), when taken together
  (e) a body corporate in which –
     (i) the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or
     (ii) two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.
Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.
“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012. “Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.
The “Communications Provisions” means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.
“charity trustee” means a charity trustee of the CIO.

Rules:

BURY ST EDMUNDS BACH SOCIETY
CIO number 1181842
RULES
Adopted by a resolution of the members on 23 April 2019 

1. In these Rules:
  1.1 the “Constitution” means the Constitution of Bury St Edmunds Bach Society dated 1st February 2019 as amended from time to time;
  1.2 Words and phrases defined in the Constitution shall have the same meaning in these Rules;
  1.3 If there is conflict between these Rules and the Constitution, the Constitution shall prevail;
  1.4 A clause number is the relevant clause in the Constitution.

2. Singing Member, clause 9:
  2.1 Applications for membership must be on the CIO’s application form. The application will be considered and decided by the Trustees. Every prospective member will be given access to copies of the Constitution and these Rules when being invited to join and their signing of the application form constitutes their agreement to be bound by them, as amended from time to time;
  2.2 A Singing Member should be regular and punctual in attendance and should advise the Secretary of illness or other causes which prevent attendance. The Trustees and/or the Music Director may limit participation in concerts to those who have attended a requisite number of rehearsals. It is expected that Singing Members will honour commitments made to sing in concerts;
  2.3 A Singing Member shall give such evidence of their musical ability as the Musical Director may at any time require;
  2.4 A Singing Member shall provide themself, or obtain through the Honorary Librarian, at their own cost, copies of the works selected for study and rehearsal;

3. Friends membership, clause 9 (including Jubilee Membership):
  3.1 Applications for membership must be on the CIO’s application form. The application will be considered and decided by the Trustees. Every prospective member will be given access to copies of the Constitution and these Rules when being invited to join and their signing of the application form constitutes their agreement to be bound by them, as amended from time to time;
  3.2 The qualification for Jubilee Membership is donation to the Jubilee Fund of an amount equivalent to five times the current annual subscription for Bronze Jubilee Membership, ten times the current annual subscription for a Singing Member for Silver Jubilee Membership or 25 times the current annual subscription for a Singing Member for Gold Jubilee Membership;
  3.3 Subject to provisions for termination of membership in the Constitution or these Rules an individual who is a Jubilee Member will be a member for life and a corporate or organisation Jubilee Member will be a member for 8 years (Bronze), 12 years (Silver) or 30 years (Gold);
  3.4 If the Jubilee Member is a Singing Member, they will be entitled to pay a reduced subscription, for as long as they remain a Singing Member namely:
  • in the case of a Bronze Jubilee Member, 95% of the annual subscription for a Singing Member;
  • in the case of a Silver Jubilee Member, 90% of the annual subscription for a Singing Member;
  • in the case of a Gold Jubilee Member, 75% of the annual subscription for a Singing Member,
beginning with the musical season following their becoming a Jubilee Member, or, if they become a Jubilee Member between 1st and 30th September (inclusive), beginning with the current musical season;
  3.5 A Jubilee Member who is not a Singing Member will not be entitled to participate in rehearsals and concerts of the CIO’s Choir, but may do so upon the invitation of the Trustees;
  3.6 The Trustees may establish and change enhanced categories of Friend from time to time who may be called Benefactors or Patrons, or as the Trustees decide, based upon their paying a higher annual subscription than the basic annual subscription for a Friend and conferring upon a member of an enhanced category such rights and privileges, not conflicting with the restrictions on benefits in the Constitution, as the Trustees from time to time decide.

4. Jubilee Fund management, clause 9:
  4.1 The Jubilee Fund shall be a restricted fund, the income of which shall be applied for the general charitable purposes of the CIO;
  4.2 The Trustees may delegate the management of the money and investments of the Jubilee Fund to a subcommittee (“the Jubilee Committee”) consisting of the Honorary Chair, the Honorary or Assistant Treasurer and no more than four Jubilee Members co-opted by the Trustees. The delegation may be on such terms and subject to such restrictions as the Trustees shall from time to time decide. A co-opted member shall serve until the end of the Annual General Meeting which next follows the first anniversary of his co-option, but he may be co-opted twice more and shall then be ineligible for co-option for one year;
  4.3 The Jubilee Committee shall report to the Trustees upon the finances and investments of the Jubilee Fund whenever and as frequently as the Trustees require;
  4.4 At least one half of the members of the Jubilee Committee shall form a quorum.

5. Membership fees, clause (9.5):
  5.1 A Member will pay an annual subscription designated for their class of membership as from time to time approved by a General Meeting upon the recommendation of the Trustees;
  5.2 In the case of persons under the age of 26 on the first day of a musical season:
• those who are in permanent employment on the first day of a musical season shall be exempt from paying a subscription for Singing Membership for their first musical season as a Singing Member. For each musical season thereafter until they have reached the age of 26, they will pay an annual subscription at the rate of one half of that to be paid by Singing Members over the age of 26;
• The Trustees are empowered to decide a Singing Member’s qualification for exemption from paying a subscription or entitlement to pay a reduced subscription under this Rule 5.2;
  5.3 The Singing Membership subscription shall be paid in September each year for the period 1st September to 31st August of the following year (the “musical season” of the CIO). At the discretion of the Trustees a new Member joining part way through a musical season may pay a reduced subscription for that musical season;
  5.4 No refund of subscription or donations is given if a Member ceases to be a Member in the course of a musical season;
  5.5 The Trustees may permit Singing Members to pay the annual subscription by instalments over the musical season or the financial year on such terms and subject to such conditions as it decides, including an increase in the subscription to take account of the administration and the loss of interest incurred.
  5.6 The Friends’ and Benefactors’ subscription shall be paid annually and their membership of the CIO shall run for 12 months from the payment;

6. General meetings of members, clause 11:
  6.1 The business of the AGM shall include considering and deciding upon the subscriptions proposed by the Trustees;
  6.2 The business of the AGM shall include the election of the honorary officers listed in Rule 7.1;
  6.3 No proxies are allowed at a general meeting;
  6.4 The Honorary Treasurer or Assistant Treasurer shall prepare annual accounts for the financial year, which after having been approved by the Trustees must be inspected by an Inspector appointed in accordance with these Rules. The annual accounts and the report of the Inspector must be presented to the AGM, having been circulated to the Members in advance, if practicable;
  6.5 The Inspector of the annual accounts of the CIO shall be a suitably qualified person who is independent;
  6.6 The Inspector shall be recommended by the Trustees and approved by a General Meeting.

7. Charity Trustees, clause (12.3) (a):
  7.1 The CIO shall have the following honorary officers with the following responsibilities:
  • Concert Manager – the concert infrastructure in the concert venue and the management of the concert performance arrangements;
  • Box Office Manager – Audience arrangements and ticket sales;
  • Marketing Manager – Marketing, promotion and publicity;
  • Corporate Patrons and Friends Secretary – recruiting and managing corporate Patrons and Friends;
  • Librarian – managing the provision of music scores and keeping the CIO’s library.
  7.2 If an honorary officer is to be a Trustee as permitted under Members in clause (12.3) (a), the provisions of sub-clauses (12.3) (c) and (e) shall apply as if they were an “Officer”;
  7.3 Honorary officers appointed under this Rule shall be included in a quorum.

8. Meetings of charity trustees, clause 18:
  8.1 The Honorary Treasurer will present a statement of accounts to each ordinary meeting of the Trustees.

9. Appointment of bankers, clause (20.4):
  9.1 The CIO’s bankers shall be Barclays Bank plc, Bury St Edmunds branch or such other bankers as the Trustees shall decide;
  9.2 The signatures or secure electronic authorisation of two authorised signatories of the CIO shall be required for all banking facilities, instructions and transactions namely one of the Honorary Chairman and the Honorary Secretary and one of the Honorary Treasurer and the Honorary Assistant Treasurer. As an exception to this Rule, the Trustees may permit transfers between the CIO’s own bank accounts and the obtaining of information about account balances and the status of bank account transactions to be authorised by the Honorary Treasurer or the Honorary Assistant Treasurer alone.