Making music fun in east anglia

Constitution

// adopted on the 19th day of September 2003

A Name.

The name of the Association is Martlesham Brass ("the Charity").

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 Main Committee, constituted by clause G of this constitution ("the Main Committee").

C Objects.

The Charity's objects ("the objects") are

(i) To promote the education and training of people of all ages, in the playing of brass
instruments and their appreciation of brass band music.

(ii) To promote public appreciation and understanding of brass band music and to stimulate
interest in the art of brass band playing for the benefit of the public generally and especially:

- in the Martlesham and Kesgrave areas, and

- in localities and to audiences where access to brass band music would normally be precluded

D Powers.

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

(i) power to raise funds and to invite and receive contributions provided that in raising funds the Main Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

(ii) 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;

(iii) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;

(iv) power subject to any consents required by law to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;

(v) power to employ such staff (who shall not be members of the Main 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;

(vi) 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;

(vii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

(viii) power to appoint and constitute such advisory committees as the Main Committee may think fit;

(ix) power to do all such other lawful things as are necessary for the achievement of the objects.

E Membership.

(1) Membership of the Charity, subject to (ii) below shall be open to any person interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Main Committee, and approved at the AGM.

(2) Membership will be conferred upon all the bandleaders, all paid up playing and non-playing members, and one parent/guardian (over the age of 18) of each playing member under the age of 18. Families (up to two parents plus dependant children not in full time employment) may apply for family playing membership at three times the standard subscription.

(3) the total number of playing members will be set by the Main Committee, subject to the availability of bandleaders and resources at any given time.

(4) Every member shall have one vote, subject to those under the age of 18 not being able to vote on matters relating to the formation, amendment or dissolution of the constitution and / or of the Association, and all legal matters relating to -the charity” (the legal requirements in respect of registration as a charity and it’s ongoing legal responsibilities), in accordance with the terms of this constitution.

(5) Every candidate for membership should be proposed and seconded by voting members of the Band and agreed by a majority of the Main Committee. A completed registration form must be forwarded to the band membership co-ordinator.

(6) The Main 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 Main Committee, accompanied by a friend, before a final decision is made.

F No clause F – see 5th revision

G Main Committee.

(1) The Main Committee shall consist of not less than 9 members nor more than 19 members,
being:

(a) a chairman, a secretary and a treasurer, who shall be elected by the members from amongst themselves at the AGM of the Charity, and who shall hold office from the conclusion of that meeting.

(b) not less than 6 and not more than 12 members elected at the annual general meeting, to include an assistant secretary, the bandleaders, publicity officer, two parent representatives, and one representative from each sub-committee, who shall hold office from the conclusion of that meeting;

(c) Up to 4 nominated members (of any age) appointed to act as player representatives, one for each of the main, intermediate and preliminary bands and one for the beginners section. These nominated members will be elected prior to the AGM by a simple majority vote from the playing members of their band or section, with a casting vote if necessary being held by their bandleader.

(2) All Main Committee members, with the exception of the nominated members under the age of 18 and bandleaders under the age of 18, will be the Charity Trustees. Main Committee members under the age of 18 will not serve as charity trustees, and their voting rights will be restricted in accordance with the criteria specified in Clause E (4) above.

(3) The Main Committee may in addition appoint not more than 3 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 Main Committee would be co opted members. Each appointment of a co opted member shall be made at a special meeting of the Main Committee called under clause J(1) 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.

(4) All the members of the Main Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re elected or re appointed, subject (bandleaders excluded) to normally serving a maximum continuous period of 3 years in the same post on the Main committee.

(5) The proceedings of the Main 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.

(6) Nobody shall be appointed as a member of the Main Committee who would if appointed be disqualified under the provisions of the following clause.

(7) With the exception of the nominated members, no person shall be entitled to act as a member of the Main Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Main Committee a declaration of acceptance and of willingness to act in the trusts of the Charity. This requirement does not apply to nominated members of the Main Committee who will not serve as charity trustees.

(8) Main committee members may resign from their post in year, subject to acceptance by the remaining members of the Main committee, which will not normally be withheld, provided that at least two thirds of the elected members are remaining in post.

H Determination of Membership of Main Committee.

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

(1) is disqualified from acting as a member of the Main 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 and administering his or her own affairs;

(3) is absent without the permission of the Main Committee from all their meetings held within a period of six months and the Main Committee resolve that his or her office be vacated; or

(4) notifies to the Main Committee a wish to resign (but only if at least three Charity Trustee members of the Main Committee will remain in office when the notice of resignation is to take effect).

I Main Committee Members not to be personally interested.

No member of the Main 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 Main Committee) in any contract entered into by Main Committee.

J Meetings and proceedings of the Main Committee and it’s Sub Committees.

(1) The Main Committee shall hold at least 10 ordinary meetings each year. A special meeting may be called at any time by the chairman or by any two members of the Main Committee upon not less than 7 days' notice being given to the other members of the Main 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 Main Committee. A vice-chairman shall be elected from the members of the Main committee at it’s first meeting following the AGM. If the chairman is absent from any meeting the vice-chairman will act as chairman. In both their absences the members of the Main Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.

(3) The secretary shall convene meetings, take minutes and be aware of and deal with correspondence other than that of the relevant sub-committees, and shall keep copies of all sub-committee correspondence. The secretary will also ensure that updates from each of the co-ordinators and librarian are made available for Main Committee meetings when requested to do by the chairman.

(4) The band’s publicity officer shall be responsible for all announcements, advertising and public relations with the press and the general public.

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

(6) Every matter shall be determined by a majority of votes of the members of the Main 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.

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

(8) A Fundraising sub committee will be elected at the AGM, and will consist of a chairman and secretary and a minimum of four other members. At least two members of the Main Committee will also be nominated as members of this sub committee unless elected to it in their own right. The sub committee shall have the right to co-opt additional members as required.

(9) The bandleaders sub committee shall consist of the bandleaders who are elected at the AGM and the Assistant band leaders, nominated by the bandleaders from the fully paid up playing members and approved by the Main Committee.

(10) In addition to the above the Main Committee may appoint one or more sub committees to include two or more members of the Main Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Main Committee would be more conveniently undertaken or carried out by a sub committee: provided that all acts and proceedings of ALL sub committees shall be minuted and fully and promptly reported to the Main Committee.

K The Band and it’s Playing Activities

(i) The Band shall be known as Martlesham Brass, and any such variations as agreed by the Main Committee for the purpose of contesting and performing.

(ii) The band and assistant band leaders assisted by the player’s representatives shall be in control of all playing activities, the selection and training of the Band and the musical content of any public performance. They will report on all such activities to the Main Committee, and be answerable to the Main Committee and Membership for the fulfillment of the aims of the Band.

(iii) Band members are required to wear the uniform specified by the Main Committee, on Band engagements. This may be varied by the Bandleaders depending on environmental conditions. Initial issue of uniform to playing members under the age of 18 will be free.

L Receipts and Expenditure.

(1) The funds of the Charity, including all donations contributions and bequests, shall be paid into an account operated by the Main Committee in the name of the Charity at such bank as the Main Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two elected members of the Main Committee.

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

M Property and Equipment.

(1) Subject to the provisions of sub clause (2) of this clause, the Main 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 Main Committee at their pleasure and shall act in accordance with the lawful directions of the Main Committee. Provided they act only in accordance with the lawful directions of the Main Committee, the holding trustees shall not be liable for the acts and defaults of its members.

(2) If a corporation entitled to act as custodian trustee has not been appointed to hold the
property of the charity, the Main 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
stockbroking company which is a member of the International Stock Exchange (or any
subsidiary of any such stockbroking company) as nominee for the Main Committee, and may
pay such a nominee reasonable and proper remuneration for acting as such.

(3) All the equipment and resources owned by the band shall be under the care of the Trustees. A representative of the Trustees shall report at the AGM on the condition of the instruments and other assets of the band, following a stocktaking.

(4) Each year all Band instruments on loan shall be signed for by a voting member of the Band, who will be responsible for maintaining the instrument in good order. The permission of the bandleaders must be obtained in writing before any instrument is used other than in connection with the Band.

N Accounts.

The Main 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; and

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

(5) As well as being responsible for complying with the above, the Treasurer shall produce a statement of account at the AGM, and a summary at each committee meeting.

O Annual Report.

The Main 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.

P Annual Return.

The Main 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 return and its transmission to the Commission.

Q Annual General Meeting.

(1) There shall be an annual general meeting of the Charity. Not more than 15 months shall elapse from the date of one AGM to the next.

(2) Every annual general meeting shall be called by the Main 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, subject to any conditions in the constitution 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 vice-chairman shall act as chairman for the meeting and in both their absences the persons present shall appoint a chairman of the meeting.

(4) The Main 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 Main Committee must be made by members of the Charity in writing and must be in the hands of the secretary of the Main Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

(6) In addition to the election of the Main Committee members as specified in Clause G (1), the following officials will also be elected: librarian, members of the sub committees, equipment co-ordinator, membership co-ordinator, uniform co-ordinator, newsletter editor, and child protection officer.

(7) The appointment of the President of Martlesham Brass shall be confirmed by a majority of the voting members present, following selection by the Main Committee prior the AGM.

(8) The appointment of the Auditor shall be confirmed by a majority of the eligible (over 18s) voting members present, following selection by the Main Committee prior the AGM.

R Special General Meetings.


The Main Committee may call a special general meeting of the Charity at any time. If at least ten 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.

S Procedure at General Meetings.

(1) The secretary or other person specially appointed by the Main 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 ten members of the Charity, whichever is the greater, are present at any general meeting.

T 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 Main 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.

U 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 eligible members (those aged 18 or over) 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 charity clause), clause C (the objects clause), clause I (Main Committee members not to be personally interested clause), clause V (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 Main Committee should promptly send to the Commission a copy of any amendment made under this clause.

V Dissolution.

If the Main 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 over 18’s present and voting the Main 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.

W Child Protection and Equal Opportunities

(1) The Policy Statement on Child Protection and Equal Opportunities will be adhered to by all officers and members of the Band. They will be reviewed annually by the Main Committee prior to the AGM and reported as such to the AGM.

(2) To comply with legislation under the Child Protection Act, an up to date list of members shall be available in the Band premises at all times and accompany the band on all engagements.

(3) Bandleaders and assistant bandleaders must have a successfully completed DBS return in place prior to commencing their leadership role. The Main Committee will be responsible for ensuring that DBS checks are kept up to date.

Z The first Annual General Meeting of the Charity

This constitution was adopted on the date mentioned above by a majority of the members of Martlesham Brass present at the Special Meeting held on the 19th September 2003. As witnessed by:.

Signed Simon Chalklen......................................................Chair

Nicol Parker ......................................................Secretary

Mary Aldous ......................................................Treasurer

== Revisions:

1st Revision, 13th February 2004, Paragraph Q (6) amended at 2004 AGM.

Original Paragraph

-In addition to the election of the Honorary Officers and Main Committee members, the following officers will also be elected: librarian, administrators, officers of the sub committees, equipment co-ordinator, membership co-ordinator and uniform co-ordinator.”

amended to read

-In addition to the election of the Main Committee members as specified in Paragraph G (1), the following officers will also be elected: librarian, officers of the sub committees, equipment co-ordinator, membership co-ordinator, uniform co-ordinator and newsletter editor.”

2nd Revision, 11th February 2005, Clause G (2), Main Committee and Clause Q (6), Annual General Meeting

Original Clause

G (2) -All Main Committee members, with the exception of the nominated members and bandleaders under the age of 18, will be the Charity Trustees. Main Committee members under the age of 18 will not serve as charity trustees, and their voting rights will be restricted in accordance with the criteria specified in paragraph E (iv) above.”

Amended to read:

G (2) -All Main Committee members, with the exception of the nominated members under the age of 18 and bandleaders under the age of 18, will be the Charity Trustees. Main Committee members under the age of 18 will not serve as charity trustees, and their voting rights will be restricted in accordance with the criteria specified in Clause E (4) above.”

Original Clause

Q (6) -In addition to the election of the Main Committee members as specified in Paragraph G (1), the following officers will also be elected: librarian, officers of the sub committees, equipment co-ordinator, membership co-ordinator, uniform co-ordinator and newsletter editor.”

Amended to read:

Q (6) -In addition to the election of the Main Committee members as specified in Clause G (1), the following officials will also be elected: librarian, members of the sub committees, equipment co-ordinator, membership co-ordinator, uniform co-ordinator and newsletter editor.-

3rd Revision, 2nd February 2007, Clause G (4), Main Committee

Original Clause

G (4) All the members of the Main Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re elected or re appointed, subject (bandleaders excluded) to serving a maximum continuous period of 3 years in the same post on the Main committee.

Amended to read:

G (4) All the members of the Main Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re elected or re appointed, subject (bandleaders excluded) to normally serving a maximum continuous period of 3 years in the same post on the Main committee.

4th Revision, 6th March 2009, New Clause W (3), Child Protection and Equal Opportunities

No original clause W (3)

New Clause W (3)

-All trustees will be required to complete a CRB disclosure application within one month of appointment. Bandleaders and assistant bandleaders must have a successfully completed CRB return in place prior to commencing their leadership role. The Main Committee will be responsible for ensuring that CRB disclosures are kept up to date.

Note: The existing paragraphs under Clause W will be re-numbered (1) and (2)

5th Revision, AGM 5th March 2010, Clause F, Honorary Membership

Contents of Clause F removed.

-The content of Clause F will be removed, so Honorary Membership will no longer be defined in our constitution.

Instead, we will have Friends of Martlesham Brass, which we feel is more appropriate now”.

6th Revision, 10th March 2017, Clause W (3), Child Protection and Equal Opportunities and Clause Q (6), Annual General Meeting

Original Clause
W (3) All trustees will be required to complete a CRB disclosure application within one month of appointment. Bandleaders and assistant bandleaders must have a successfully completed CRB return in place prior to commencing their leadership role. The Main Committee will be responsible for ensuring that CRB disclosures are kept up to date.

Amended to read:
W (3) Bandleaders and assistant bandleaders must have a successfully completed DBS return in place prior to commencing their leadership role. The Main Committee will be responsible for ensuring that DBS checks are kept up to date.

Original Clause
Q (6) In addition to the election of the Main Committee members as specified in Clause G (1), the following officials will also be elected: librarian, members of the sub committees, equipment co-ordinator, membership co-ordinator, uniform co-ordinator and newsletter editor.

Amended to read:
Q (6) In addition to the election of the Main Committee members as specified in Clause G (1), the following officials will also be elected: librarian, members of the sub committees, equipment co-ordinator, membership co-ordinator, uniform co-ordinator, newsletter editor, and child protection officer.