The Constitution of The Friends

1. Title

The name of the Association shall be the "Friends of Bedfordshire Youth Music".

2. Objects of The Association

The aims of the Association shall be to promote, improve, develop and maintain public education in and appreciation of the art and science of music and in particular amongst the youth of Bedfordshire.

3. Membership of The Association

Ordinary Members
Ordinary membership shall be open to any person who is desirous of supporting youth music in Bedfordshire.
Honorary Life Members
The Committee may offer Honorary Life Membership to any person who they consider has given particularly notable service to the Association or to youth music in Bedfordshire. Honorary Life Members shall not be charged any subscription.
Honorary President
The Committee may elect annually an Honorary President of the Association.
Honorary Vice-President
The Committee may elect annually an Honorary Vice-President of the Association.
Patrons
The Committee may appoint Patrons of the Association. These shall be persons or organisations whose connection with the Association shall be considered by the Committee to be beneficial to the objects of the Association.
Neither Honorary Life Members nor Patrons shall be permitted to hold the position of Chairman, Vice-Chairman, Treasurer or Secretary.
Membership is not transferable to anyone else.
The Trustees must keep an up to date register of names and addresses of the members.

4. Termination of Membership

Membership is terminated if:

the Member resigns by written notice to the charity unless, after the resignation, there would be less than three members;
any sum due from the Member to the charity is not paid in full within six months of it falling due;
the Member is removed from membership by a resolution of the Trustees that it is in the best interests of the charity that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:

the Member has been given at least twenty one day’s notice in writing of the meeting of the trustees at which the resolution will be proposed and the reasons why it is to be proposed;

the Member or, at the option of the Member, the Member’s representative (who need not be a member of the charity) has been allowed to make representations to the meeting.

5. Subscriptions

All Ordinary Members of the Association shall pay an annual subscription. The amount of the subscription is at the discretion of each Member but shall be for a minimum sum as recommended by the Committee. Amendment to the minimum amount may be recommended by the Committee for approval at the Annual General Meeting held prior to the commencement of the subscription year.
The subscription year shall commence on 1st January, and annual subscriptions are due and payable on that date.
No refund of any part of the annual subscription shall be made if a Member resigns from the Association for any reason, unless the Committee decides to the contrary.
Any Ordinary Member not paying his or her subscription within six months of its being due shall be deemed to have allowed his or her membership to lapse and must re-apply to the Committee for membership.

6. The Officers and Committee of the Association

The business of the Association shall be transacted by the Committee. The Committee shall consist of the Chairman of the Association and up to fourteen but not fewer than five Ordinary Members of the Association. The Chairman and other members of the Committee shall be elected annually by the Association at its Annual General Meeting. The Committee are the charity trustees.
The members of the Committee shall elect annually other Officers from amongst the Committee to fulfil such special activities as the Committee consider necessary. These Officers shall include a Secretary and a Treasurer.
No member may hold the executive office for more than nine consecutive years after which time they may not hold any office until a further two years have elapsed.
Three Committee members or the number nearest to one-third of the total number of trustees, whichever is the greater number, shall constitute a quorum. Minutes of the proceedings shall be taken and presented for approval at the next meeting.
If a Committee member resigns for any reason before the Annual General Meeting, the Committee is empowered to co-opt a temporary member to serve until the next Annual General Meeting.
The heads of the relevant local music services (or respective equivalent posts) should be invited to attend committee meetings to serve in a non-voting advisory capacity.
The Committee shall have the power to co-opt up to three persons who the Committee consider can offer specialist advice to the Committee.

7. Minutes

The Trustees shall keep minutes of all:

appointments of officers and trustees made by the Trustees;
proceedings at meetings of the charity;
meetings of the trustees and committees of 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.

The Trustees shall ensure that the minutes are stored safely, and that they are available for inspection as required.

8. Sub-Committees

The Trustees may delegate any of their powers or functions to a sub-committee of three or more Trustees but the terms of any such delegation must be recorded in the minute book. Non-members of the Association, Honorary Life Members or Patrons may be co-opted onto such a sub-committee, at the discretion of the Committee. A simple majority of sub-committee members shall constitute a quorum.
The Trustees may impose conditions when delegating, including the conditions that

the relevant powers are to be exercised exclusively by the committee to whom they delegate;

no expenditure may be incurred on behalf of the charity except in accordance with a budget previously agreed with the Trustees.
The Trustees may revoke or alter a delegation.
Meetings may take place face-to-face, via video conference, by phone, by email or by other electronic means, and decisions can be reached by any of these means subject to approval by the Committee.
All acts and proceedings of any committees must be fully and promptly reported to the Committee.

9. The Annual General Meeting (A.G.M.)

The Annual General Meeting of the Association shall be held within six months following the end of the financial year at a time and place to be decided by the Committee. A minimum of fourteen days notice of an A.G.M. will be given, such notice to incorporate an agenda.
Those entitled to vote at the A.G.M. shall be:

All paid-up Ordinary Members of the Association;

Honorary Life Members of the Association.
The business of the A.G.M. shall be to:

receive and approve reports of the year's activities from the Officers of the Association;

receive and pass audited accounts;

elect the Chairman and Committee of the Association;

transact any other business. Any resolutions passed at the meeting must have appeared in substance on the agenda.
Nine Members of the Association shall constitute a quorum.

10. Accounts

The Association's financial year shall end on 30th September. A qualified auditor or independent examiner shall be appointed by the Committee and a duly audited or independently examined balance sheet and accounts for the preceding year shall be submitted for approval at the A.G.M.

11. Registered Particulars

The Trustees must notify the Charity Commission promptly of any changes to the charity’s entry on the Central Register of Charities.

12. Extraordinary General Meeting (E.G.M.)

The Chairman of the Association is empowered to call an E.G.M. at any time and shall be bound to do so within 28 days of receiving a notice in writing signed by not less than twenty Ordinary Members of the Association.

A minimum of fourteen days and a maximum of forty-two days notice shall be given of the E.G.M. The notice shall incorporate an agenda of the business to be transacted and no other business shall be discussed at the E.G.M. Those entitled to vote at an E.G.M. shall be all those entitled to vote at the A.G.M.

Thirty members of the Association shall constitute a quorum at the E.G.M.

13. Alteration of Constitution

An amendment or alteration to the constitution of the Association can only be made by a special resolution at the A.G.M. or at an E.G.M. at which it is to be discussed. The resolution must be passed by a two-thirds majority of Members present at that A.G.M. or E.G.M.

No amendment shall be made to the objects of the Association, to this clause or to the dissolution of the Association clause.

No amendment shall be made which would have the effect of causing the Association to cease being a charity in law.

14. Association Funds

All monies belonging to the Association and not invested shall be paid into accounts in the name of the Association at a bank to be named by the Committee.

All cheques must be signed by two nominated Officers of the Committee.

15. Dissolution of The Association

If a special resolution to dissolve the Association shall have been passed by a three-quarters majority of voting Members present at an A.G.M. or at an E.G.M., then the Association shall be dissolved and its affairs wound up. The special resolution must have appeared on the agenda of the A.G.M. or E.G.M. at which it was proposed.
Three Trustees shall be appointed at the meeting by a majority of those present entitled to vote. These Trustees shall use their discretion as to the disposal of the assets of the Association in so far as:-

so much of the assets shall be realised as may be required to discharge any liabilities of the Association;

any remaining assets shall be disposed of to charities having similar objects to those of the Association.

16. Interpretation Clause

The term the "Youth of Bedfordshire" shall include all persons living or receiving their education in Bedford Borough, Central Bedfordshire or Luton Borough or participating in musical activities organised within Bedfordshire, below the age of 23 years who are interested or likely to be interested in the study or performance of music or wish or are likely to wish to increase their appreciation of music of all kinds.
The "Committee" is a group of members elected in accordance with clause 6.
The Officers and Ordinary Members of the Committee shall be the trustees of the Charity and in this constitution are together called "the Trustees".
"Executive Office" includes the positions of Chairman, Vice-Chairman, Treasurer and Secretary.
"Policies", ratified by the Committee, shall clarify any detail of the "objects" of the Association, in accordance with clause 6.
A "decision" by the Committee shall be a decision reached by a majority of the members of the Committee present unless otherwise stated.
"Voting" at all meetings shall be by a show of hands.
"Members" of the Association, unless otherwise stated, shall include Ordinary Members, Honorary Life Members and Patrons.

Last Updated at A.G.M. of 19 March 2019

FBYM - Friends of Bedfordshire Youth Music