BAOS Constitution | Basingstoke Amateur Operatic Society

A Name

The name of the Association is Basingstoke Amateur Operatic Society

B Administration

Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause H of this constitution (“the Executive Committee”).

C Objects.

The Charity’s objects (“the objects”) are to promote, improve, develop and maintain public education in an appreciation of the art and science in all aspects by the presentation of musical productions for the general purposes of such charitable bodies or for such purposes as shall be exclusively charitable as the trustees from time to time decide.

D Powers.

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

power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
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;
power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;
power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
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;
power to support any charitable trusts, associations or institutions formed for all or any of the objects;
power to appoint and constitute such advisory committees as the Executive Committee may think fit;
power to do all such other lawful things as are necessary for the achievement of the objects.

E Membership.

Membership of the Charity shall be open to any person over the age of 16 years interested in furthering the objects and who has paid the annual subscription subject to conditions laid down from time to time by the Executive Committee.
The Society shall comprise the following classes
Members;
Concessionary Members, who are full-time students, Senior Citizens or registered unemployed;
Honorary Life Members;
President;
Ambassadors; and
Non-Performing Members.
Only Members, Concessionary Members and Honorary Life Members shall have voting powers at any General Meeting.
The Annual Subscription for each membership category of the Society shall be determined at the Annual General Meeting. All subscriptions shall be paid to the person nominated by the Committee. Subscriptions shall become due the day immediately following the Annual General Meeting.
The subscription of new members is due once all criteria have been met and must be paid before auditioning in any production.
Members will be required to pay for each production a Performing Fee in order to participate in a production, the amount for each membership category to be determined at the Annual General Meeting. This fee must be paid within one month of acceptance into the cast at audition.
The President shall be elected at each Annual General Meeting. Honorary Life Members shall be appointed by the Committee. Ambassadors shall be enrolled by the President. They shall pay an annual minimum fee determined by the Committee. Honorary Life Members shall receive two tickets per annum for one of the Society’s main productions.

F Honorary Officers.

The business of the Society shall be managed by, and the property of the Society vested in, a Committee elected at the Annual General Meeting. This Committee shall consist of a Chair, Vice Chair, Secretary, Assistant Secretary, Treasurer and four ordinary members.

Only Members of the Society shall be eligible for election to the Committee. All members of the Committee shall be honorary and will retire annually but be eligible for re-election. The Committee shall have the power to co-opt as necessary. Co opted Committee Members will not be entitled to vote in Committee affairs.
The Executive Committee may in addition appoint not more than 2 co-opted members. Each appointment of a co-opted member shall be made at a meeting of the Executive Committee called under clause J and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.
The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.

G Determination of Membership of Executive Committee.

A member of the Executive Committee shall cease to hold office if he or she:

is disqualified from acting as a member of the Executive Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

H Executive Committee Members not to be personally interested.

(1) Subject to the provisions of sub-clause (2) of this clause no member of the Executive Committee shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by Executive Committee.

(2) Any member of the Executive Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the Charity: Provided that at no time shall a majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.

I Meetings and proceedings of the Executive Committee.

(1) The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairman or by any two members of the Executive Committee upon not less than 4 days’ notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co opted member then not less than 21 days’ notice must be given.

(2) The chairman shall act as chairman at meetings of the Executive Committee. If the chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.

(3) There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.

(4) Every matter shall be determined by a majority of votes of the members of the Executive 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.

(5) The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.

(6) The Executive 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. The duties of the Office Holders shall be decided by the Executive committee by consultation No rule may be made which is inconsistent with this constitution.

(7) The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee, or any other members of the Society suitably co-opted, for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.

J Receipts and expenditure.

(1) The funds of the Charity, including all donations contributions and bequests, shall be paid into an account or accounts operated by the Executive Committee in the name of the Charity at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by the Chair, Vice Chair, the Secretary or the Treasurer. At least two office holders must sign each cheque.

(2) The funds belonging to the Charity shall be applied only in furthering the objects.

K Property.

(1) All assets purchased for the good and benefit of the society shall remain the property of the Society until disposal is authorised by the Executive Committee.

(2) The property shall be subject to normal accountancy practices with respect to the valuation and write-down of said property assets.

L Accounts.

The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:

(1) the keeping of accounting records for the Charity;

(2) the preparation of annual statements of account for the charity;

(3) the auditing or independent examination of the statements of account of the Charity;

(4) the transmission of the statements of account of the Charity to the Commission.

M Annual Report.

The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.

N Annual Return.

O Annual General Meeting.

(1) There shall be an annual general meeting of the Charity which shall be held in the month of September in each year or as soon as practicable thereafter.

(2) Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 21 days’ notice of the annual general meeting to all the members of the Charity. All the members of the Charity shall be entitled to attend but voting rights shall be in accordance with Clause E.

(3) Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting. The chairman shall be the chairman of subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.

(4) The Executive Committee shall present to each annual general meeting the report and accounts of the Charity for the preceding year.

(5) Nominations for election to the Executive Committee must be made by members of the Charity in writing and must be in the hands of the secretary of the Executive Committee at least 1 day before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

P Special General Meetings.

The Executive Committee may call a special general meeting of the Charity at any time. If at least fifteen(15) members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days’ notice must be given. The notice must state the business to be discussed. Only the stated business can be discussed at said meeting.

Q Procedure at General Meetings.

(1) The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Charity.

(2) There shall be a quorum when at least one third of the number of members of the Charity for the time being or ten members of the Charity, whichever is the greater, are present at any general meeting.

R Notices.

Any notice required to be served on any member of the Charity shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.

S Alterations to the Constitution.

(1) Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

(2) No amendment may be made to clause (the name of charity clause), clause (the objects clause), clause (Executive Committee members not to be personally interested clause), clause (the dissolution clause) or this clause without the prior consent in writing of the Commissioners.

(3) No amendment may be made which would have the effect of making the Charity cease to be a charity at law.

(4) The Executive Committee should promptly send to the Commission a copy of any amendment made under this clause.

T Dissolution.

If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Charity as the members of the Charity may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commission.

U Arrangements until first Annual General Meeting.

Until the first annual general meeting takes place this constitution shall take effect as if references in it to the Executive Committee were references to the persons whose signatures appear at the bottom of this document.

V Productions & Auditions

The committee shall decide on the musical works to be presented and the dates upon which the public performances shall take place.
A Director, Musical Director, Stage Director, and other production officials shall be appointed for each production by the Executive Committee and they shall attend meetings of the Committee by invitation as required.
Only current, constitutionally valid Members, Concessionary Members and Honorary Life Members of the Society shall be eligible to take part in the Principal and Chorus Auditions of a production. Children (who will remain non-members), if required in a production, will have a separate audition.
The Director and Musical Director shall decide on the extracts from the libretto and musical score to be performed at auditions and these details shall be made available to members no less than 21 days prior to the date set for the auditions.
Members shall declare in advance of the date of auditions which roles they intend to attempt and whether they are prepared to be considered for roles other than these. The Chorus for any production will be auditioned by the same Casting Sub-Committee at their discretion.
A Casting Sub-Committee shall be appointed and will consist of the Director, Musical Director and the President of the Society (or their appointed representative). The President (or their appointed representative) will only have a mediatory role.
The Casting Sub-Committee can be extended on a per Production basis in consultation with the prior written approval of the Committee.
A Committee Member should be present at Auditions. Should no Committee Members be available, the Committee shall nominate a representative, who must be a current Member of the society, who is not taking part in the Production.
All members of the Casting Sub-Committee shall have at their disposal all relevant details of members auditioning, and shall be made aware of the Society’s rules for auditions.
The entire principal cast for any production shall be selected as the result of auditions
Should a Casting Sub-Committee not find it possible to complete the selection of a cast on the date appointed for auditions, further auditions shall be held at a later date in the presence of a full Casting Sub Committee.
If a principal role(s) cannot be cast from within the Society, the committee may, after consultation with the Director and Musical Director, invite persons to audition for the role(s), irrespective of any other provision of any other provision of the Constitution
The Executive Committee of the Society shall have the power to revise the cast if any member to whom a role has been assigned shall, in their opinion, prove to be unsuitable for the part.
The Committee shall reserve the right to exclude from the current production any member, who, in the view of the Committee, does not make adequate attendance at rehearsal or show sufficient involvement. The Committee shall have the right to make specific rules regarding attendance requirements at rehearsals.