Constitution

Constitution (2004)

A) Name
The name of the association is “Kirkby Stephen Silver Band” (The Charity)

B) Administration
Subject to 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 G of this constitution (“the Executive Committee)

C) Objects
The Charity’s objects (“The Objects”) are
1) To promote Public Education in the art of the Brass Band.
2) Particular attention is given to teaching young persons.
3) There is no upper age limit to membership.
4) Disabled persons are welcome as playing or non playing members.
5) The Band will present concerts, workshops and other performances as determined by the committee for the entertainment, education, and general benefit of the people of Kirkby Stephen and the surrounding area.

D) Powers
In furtherance of the objects but not otherwise, the Executive Committee may exercise the following powers
1) Power to raise funds 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;
2) Power to buy, take on lease or in exchange, any property necessary for the achievement of the objectives and maintain and equip it for use.

E) Membership
1) Membership of the Charity shall be open to any person over the age of 18 years without elective process and without discrimination of any kind, interested in furthering the objectives and who has paid the annual subscription laid down from time to time by the executive committee.
2) Every member shall have one vote.
3) The Executive Committee may by unanimous vote and for good reason terminate the membership of any individual: provided that the individual concerned shall have the right to be heard by the executive committee, accompanied by a friend, before the final decision is made.

F) Officers
At the annual general meeting of the charity the member shall elect from amongst themselves 1) the principal officers and 2) may appoint a president and vice president of their choice who shall hold office from the conclusion of that meeting for a period of one year.
1) Principal Officers.
Chairman, Secretary, Treasurer, Bandmaster
2) Honorary Officers
President, Vice President
G) Executive Committee
1) The Executive Committee shall consist of not less than nine members nor more than eleven members being:
a) The Principal officers specified in the preceding clause.
b) Not less than for and not more than six members elected at the annual general meeting who shall hold office from the conclusion of that meeting.
c) The conductor who shall be elected by the other members of the executive committee ( taking account the views of other band members) and who shall hold office for a period at the discretion of the committee..
2) The Executive committee may in addition appoint not more than three co-opted members but so that no –one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause Q 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.
3) All the members of the Executive committee shall retire from office together at the end of the Annual meeting next after the date on which they came into office but they may be re elected or re appointed.
4) 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.
5) Nobody shall be appointed as a member of the Executive Committee who is under 18 or who would if appointed by disqualified under the provisions of the following clause.
6) .
7) If for any reason there are no members, The Kirkby Stephen Town Council for the time being shall have the power to appoint a new Executive Committee.
8) The Executive Committee has power to elect a member to fill a casual vacancy in the committee.

H.) Determination of Membership of Executive Committee.
A member of the Executive Committee shall cease to hold office if he or she:
1) 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)
2) Becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs.
3) Is absent with out 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
4) 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.)

I.) Executive Committee Members not to be personally interested.
No member of the Executive Committee shall acquire any interest in property belonging to the Charity (other than as a Trustee of the Charity) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.

J.) 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 four days notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include the appointment of a co-opted member 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 before any other business is transacted.
3) There shall be a quorum when at least a third 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 the 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, , of the proceedings at meetings of the Executive Committee and any sub-committee. Minutes shall be emailed to all committee members as soon as practicable after the meeting.
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 custody of documents. 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 for the purpose of making any enquiry 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.

K.) Receipts and Expenditure.
1) The funds of the Charity, including all contributions donations and bequests, shall be paid into an account/s operated by the Executive Committee in the name of the Charity at such bank or other financial establishment as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.
2) All funds belonging to the Charity shall be applied only in furthering the objects.

L) Property
1) Subject to the provision of sub-clause (2) and (3) of this clause, the Executive Committee shall cause the title to;
a) All land held by or in trust for the charity which is not vested in the official custodian for charities and ;
b) all investments held by or on behalf of the Charity;
to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.
2) If a corporation entitled to act as a custodian trustee has not been appointed to hold the property of the charity, the Executive Committee may permit any investments held by or in trust for the charity to be held in the name of a clearing bank, trust corporation or any stock broking company which is a member of the International Stock Exchange (or any subsidiary of any such stock broking company) as nominee for the Executive committee, and may pay such a nominee reasonable and proper remuneration for acting as such
3) The title to the band room shall remain vested in Kirkby Stephen Town Council as custodian trustee in accordance with the terms of the trust deed made 8th June 1970 between: James Barrett Owen, Frank William Parrott, Eric Metcalf, Thomas Lowden Steele Reed, Richard Tatton Weddeburn Hewetson and Rhoda Mary Parkinson.

M) Accounts
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of the 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 accounts of the Charity; and
4) The transmission of the statements of account of the charity to the Commission.

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

O) Annual Return
The Executive Committee shall comply with the obligations of the Charities Act 1993 (or any statutory re-enactment or modification of the act) with regard to the preparation of an annual return and its transmission to Commission.

P) Annual General Meeting.
1) There shall be an Annual General Meeting of the Charity which shall be held in the month of June each year or as soon as practicable thereafter.
2) Every Annual Meeting shall be called by the Executive Committee. The secretary shall give at least 21 days notice of the annual general meeting to all members of the charity. All members of the Charity shall be entitled to attend and vote at the meeting.
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 and must be in the hands of the secretary of the executive committee at least 14 days before the annual general meeting. Should nominations exceed vacancies elections shall be by ballot.

Q) Special General Meetings
The Executive Committee may call a special general meeting of the charity at any time. If at least one third of the 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.

R) 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 tenth of the number of members of the Charity for the time being or eight members of the Charity, whichever is the greater, are present at any general meeting.

S) 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 in the post in a pre paid 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.

T) 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 A (the name of the charity clause), clause C ( the objects clause) , clause I (Executive members not to be personally interested clause), clause U (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 in law.
4) The Executive Committee should promptly send to the Commission a copy of any amendment under this clause.

U) 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 not less than 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. In the event of the Charity being dissolved the committee shall arrange for all monies and property belonging to the charity to be handed over to the care of the custodian trustees. The Custodian Trustees shall hold such monies and properties for a period of five years from the date of dissolution. This grace period of 5 years will give opportunity for the charity to reform. Any assets remaining after the 5 year period, 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.