Proposed NCO Articles of Association

The Companies Act 2006
Private Company Limited by Guarantee
Articles of Association
of
NATIONAL CHILDREN’S ORCHESTRAS OF
GREAT BRITAIN
Table of Contents
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
49.
Definition ................................................................................................................................ 1
Interpretation .......................................................................................................................... 2
Eligibility for Membership ..................................................................................................... 2
Member Numbers ................................................................................................................... 3
Becoming a Member .............................................................................................................. 3
Ceasing to be a Member ......................................................................................................... 4
Special Member ...................................................................................................................... 5
General meetings .................................................................................................................. 5
Notice of general meetings.................................................................................................. 5
Proceedings at general meetings ........................................................................................ 5
Chairing general meetings ...................................................................................................... 6
Attendance and speaking by Trustees .................................................................................... 6
Adjournment ........................................................................................................................... 6
One member one vote ............................................................................................................. 7
Errors and disputes ................................................................................................................. 7
Poll votes ................................................................................................................................ 7
Content of proxy notices ........................................................................................................ 8
Delivery of proxy notices ....................................................................................................... 8
Written resolutions ................................................................................................................. 9
General ................................................................................................................................... 9
Trustee Powers .................................................................................................................... 10
Appointment of Trustees .................................................................................................... 10
Disqualification and removal of Trustees ........................................................................ 10
Transitional Retirement Arrangements ................................................................................ 10
Retirement of Trustees ....................................................................................................... 11
Remuneration of Trustees .................................................................................................. 11
Meetings of Trustees .......................................................................................................... 11
Chair of the Trustees ............................................................................................................ 12
Written resolution of Trustees .............................................................................................. 12
Delegation ........................................................................................................................... 12
Validity of Trustees’ decisions.......................................................................................... 12
Minutes ................................................................................................................................ 13
Benefits and payments to Trustees.................................................................................... 13
Declaration of Trustees’ interests...................................................................................... 14
Conflicts of interests and conflicts of loyalties................................................................ 14
Special Member rights .......................................................................................................... 14
Amendment of Articles ........................................................................................................ 15
Application of income and property ................................................................................. 15
Dissolution ........................................................................................................................... 15
Accounts .............................................................................................................................. 16
Annual Report and Return and Register of Charities ...................................................... 16
Objects of the Company ....................................................................................................... 16
Powers .................................................................................................................................. 17
Member Guarantee ............................................................................................................... 18
Rules .................................................................................................................................... 18
Indemnity and insurance....................................................................................................... 19
Means of communication to be used ................................................................................. 19
Disputes ............................................................................................................................... 20
PART 1 - PRELIMINARY
DEFINITIONS AND INTERPRETATION
1.
Definition
1.1
In these Articles, unless the context otherwise requires:
Act: means the Companies Act 2006.
Appointment Date: means the date when any new Member is appointed in accordance with
these Articles.
Commission: means the Charity Commission for England and Wales.
Company: means National Children’s Orchestras of Great Britain.
Disqualified Person: means, at any Appointment Date, a person in respect of whom a
Disqualification Resolution is in effect.
Disqualification Resolution: means a resolution of the Members passed in accordance
with Article 6.3(b).
Eligibility Period: means in respect of any Appointment Date, the five complete calendar
years preceding the year of the Appointment Date, and the elapsed part of the year in which
the Appointment Date falls.
Ineligible Former Trustee: means, in respect of any Appointment Date, any former
Trustee who during the corresponding Eligibility Period:
(a)
was required by these Articles to retire by rotation, and upon such retirement sought
re-election by the Members and was not re-elected:
(b)
ceased to hold office pursuant to Articles 23.1(a) - (d);
(c)
who has been removed from office by a resolution of the Members or of the Trustees.
Member: means a member of the Company other than the Special Member.
Membership Category: means one of the categories of Member referred to in Article 3.1;
National Orchestra: means any orchestra of the National Children’s Orchestras, including
Encore, but which is not a regional orchestra.
Objects: means the objects set out in Article 42.
Orchestra: means any orchestra of the National Children’s Orchestras, whether a National
Orchestra, regional orchestra, Encore, or otherwise.
Relative: means a spouse, civil or co-habiting partner, child, sibling, parent, grand-parent,
aunt or uncle.
Rule: means any rule made pursuant to Article 45.
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Special Member: means the member referred to in Article 7.
Trustee: means a director of the Company.
2.
Interpretation
2.1
Unless the context otherwise requires words or expressions contained in these Articles have
the same meaning as in the Act, but excluding any statutory modification not in force when
these Articles becomes binding on the Company.
2.2
Apart from the exception mentioned in the previous paragraph, a reference to an Act of
Parliament or any provision of it includes any statutory modification or re-enactment of the
same for the time being in force.
2.3
Headings in these Articles are used for convenience only and shall not affect the
construction or interpretation of these Articles.
2.4
The singular includes the plural, and vice-versa. Words importing one gender include all
genders.
PART 2 – THE MEMBERS
BECOMING AND CEASING TO BE A MEMBER
3.
Eligibility for Membership
3.1
Subject to Article 3.2, on any Appointment Date a person shall be eligible to become a
Member if he or she satisfies the eligibility criteria for any of the categories set out below:
(a)
“Staff ”
that person has served either
(i)
as course tutor, conductor or other course staff (but not social staff) on three
residential courses; or
(ii)
as a regional orchestra conductor for two years;
during the Eligibility Period.
(b)
“Social Staff /Volunteer”
that person has
(i)
been a full member of a National Orchestra for at least one year and has served
on residential courses of a National Orchestra as social staff in at least two
years; or
(ii)
served as social staff in at least three years;
(iii)
served as a volunteer in a formal role for at least three years;
during the Eligibility Period.
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(c)
“Office Staff”
that person is an employee whose principal place of work is an administrative office
of the Company, and has been employed there for a continuous period of at least two
years;
(d)
“Parent”
that person is the parent or guardian of a child who, during the Eligibility Period:
(e)
(i)
has been in the Under-13 Orchestra or Main Orchestra; and
(ii)
has been a full member of a National Orchestra for at least two years.
“Donor”
that person is a donor who has personally donated an aggregate of £3,000 or more
during the Eligibility Period.
3.2
Notwithstanding Article 3.1, a person shall not be eligible to be a Member on any
Appointment Date if on that date he or she:
(a)
is a Trustee;
(b)
is an Ineligible Former Trustee;
(c)
is a Relative of a Trustee, an Ineligible Former Trustee, or a Member;
(d)
is a Disqualified Person;
(e)
is not a natural person.
3.3
A Member once appointed shall bear the category designation of the Membership Category
by which he or she became eligible for membership.
4.
Member Numbers
4.1
There shall be a maximum of 25 Members at any time.
4.2
At any time, there shall be a maximum of:
(a)
7 Staff Members;
(b)
7 Social Staff Members;
(c)
2 Office Staff Members;
(d)
7 Parent Members;
(e)
2 Donor Members.
5.
Becoming a Member
5.1
New Members shall be appointed by a process conducted at least once a year, in order to fill
vacancies that have arisen since the last appointment process. Members vacancies shall be
notified, and eligible applications invited, with reasonable prominence on the Company’s
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website not less than 28 days prior to the Appointment Date (or such shorter period as is
reasonably practicable where the vacancy arises during that 28 day period).
5.2
No person shall become a Member unless he/she has completed an application in a form
approved from time to time by the Trustees. As a minimum, that application form shall
require each applicant to certify their eligibility for the Membership Category for which they
are applying. Where an applicant is eligible for more than one Membership Category, that
person shall be required to elect one such category only.
5.3
In the event that there are fewer eligible applicants for vacancies in a Membership Category
than the number of vacancies in that category, each applicant shall be approved as a
Member. In the event that there are more eligible applicants for vacancies in a Membership
Category than the number of vacancies in that category, the successful applicants shall be
selected from amongst those applicants by the drawing of lots.
5.4
A letter shall be sent to each successful applicant confirming their appointment, and the
details of each successful applicant shall be entered into the Register of Members by the
Company Secretary.
5.5
No person shall be required to pay a fee or give other consideration for membership.
6.
Ceasing to be a Member
6.1
A person shall cease to be a Member:
(a)
at the beginning of the fifth anniversary of the date of that person’s appointment (but,
for the avoidance of doubt, any such Member shall be entitled to apply to be reappointed thereafter provided that or she remains eligible at the relevant Appointment
Date);
(b)
if written notification is received by the Company from the Member that the Member
is resigning as a Member, and such resignation has taken effect in accordance with its
terms;
(c)
if that person, or any of their Relatives, becomes a Trustee;
(d)
if that person dies;
(e)
if by reason of that person’s mental health, a court makes an order which wholly or
partly prevents that person from personally exercising any powers or rights which that
person would otherwise have;
(f)
if a bankruptcy order is made against that person;
(g)
if that person is an Office Staff Member, upon ceasing to be an employee whose
principal place of work is an administrative office of the Company.
6.2
A Member may not transfer membership to another person.
6.3
The Members may by special resolution:
(a)
terminate the membership of any Member.
(b)
declare that any person is a Disqualified Person for such period as is specified in that
resolution.
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6.4
Where any person ceases to be a Member for any reason, that Member shall be removed
from the Register of Members by the Company Secretary.
7.
Special Member
7.1
There shall be one Special Member who shall be a member of the Company. The chairman
from time to time of the Trustees shall be the Special Member. The Special Member shall
have no rights or obligations other than as stipulated in Articles 36 and 37.
ORGANISATION OF GENERAL MEETINGS
8.
General meetings
8.1
An annual general meeting must be held in each calendar year and not more than fifteen
months may elapse between successive annual general meetings.
8.2
The Trustees may call a general meeting at any time.
9.
Notice of general meetings
9.1
The minimum periods of notice required to hold a general meeting of the Company are:
(a)
twenty-one clear days for an annual general meeting or a general meeting called for the
passing of a special resolution;
(b)
fourteen clear days for all other general meetings.
9.2
A general meeting may be called by shorter notice if it is so agreed by a majority in number of
members having a right to attend and vote at the meeting, being a majority who together hold
not less than 90 percent of the total voting rights.
9.3
The notice must specify the date time and place of the meeting and the general nature of the
business to be transacted. If the meeting is to be an annual general meeting, the notice must say
so. The notice must also contain a statement setting out the right of members to appoint a proxy
under section 324 of the Companies Act 2006 and Article 17.
9.4
The notice must be given to all the Members and to the Trustees and auditors.
9.5
The proceedings at a meeting shall not be invalidated because a person who was entitled to
receive notice of the meeting did not receive it because of an accidental omission by the
Company.
10.
Proceedings at general meetings
10.1
No business shall be transacted at any general meeting unless a quorum is present.
10.2
A quorum is 5 Members present in person or by proxy and entitled to vote upon the business to
be conducted at the meeting.
10.3
If:
(a)
a quorum is not present within half an hour from the time appointed for the meeting; or
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(b)
during a meeting a quorum ceases to be present;
the meeting shall be adjourned to such time and place as the Trustees shall determine.
10.4
The Trustees must reconvene the meeting and must give at least seven clear days’ notice of the
reconvened meeting stating the date, time and place of the meeting.
10.5
If no quorum is present at the reconvened meeting within fifteen minutes of the time specified
for the start of the meeting the members present in person or by proxy at that time shall
constitute the quorum for that meeting.
11.
Chairing general meetings
11.1
The Members shall from time to time by ordinary resolution appoint a chairman for any
term of up to two years. The Members may remove and replace any chairman by ordinary
resolution at any time.
11.2
If the chairman is unwilling to chair the meeting or is not present within thirty minutes of
the time at which a meeting was due to start the meeting must appoint a Member to chair the
meeting, and the appointment of the chairman of the meeting must be the first business of
the meeting.
11.3
The person chairing a meeting in accordance with this Article is referred to as “the chairman
of the meeting”.
12.
Attendance and speaking by Trustees
12.1
Trustees may attend and speak at general meetings if the meeting so consents.
13.
Adjournment
13.1
If the persons attending a general meeting within half an hour of the time at which the
meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases
to be present, the chairman of the meeting must adjourn it.
13.2
The chairman of the meeting may adjourn a general meeting at which a quorum is present if:
(a)
the meeting consents to an adjournment, or
(b)
it appears to the chairman of the meeting that an adjournment is necessary to protect
the safety of any person attending the meeting or ensure that the business of the
meeting is conducted in an orderly manner.
13.3
The chairman of the meeting must adjourn a general meeting if directed to do so by the
meeting.
13.4
When adjourning a general meeting, the chairman of the meeting must—
(a)
either specify the time and place to which it is adjourned or state that it is to continue
at a time and place to be fixed by the Trustees, and
(b)
have regard to any directions as to the time and place of any adjournment which have
been given by the meeting.
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13.5
13.6
If the continuation of an adjourned meeting is to take place more than 14 days after it was
adjourned, the company must give at least 7 clear days’ notice of it (that is, excluding the
day of the adjourned meeting and the day on which the notice is given):
(a)
to the same persons to whom notice of the company’s general meetings is required to
be given; and
(b)
containing the same information which such notice is required to contain.
No business may be transacted at an adjourned general meeting which could not properly
have been transacted at the meeting if the adjournment had not taken place.
VOTING AT GENERAL MEETINGS
14.
One member one vote
14.1
Subject to the Act, at any general meeting every Member who is present in person (or by
proxy) shall on a show of hands have one vote and every Member present in person (or by
proxy) shall on a poll have one vote.
15.
Errors and disputes
15.1
No objection may be raised to the qualification of any person voting at a general meeting
except at the meeting or adjourned meeting at which the vote objected to is tendered, and
every vote not disallowed at the meeting is valid.
15.2
Any such objection must be referred to the chairman of the meeting whose decision is final.
16.
Poll votes
16.1
A poll on a resolution may be demanded—
(a)
in advance of the general meeting where it is to be put to the vote, or
(b)
at a general meeting, either before a show of hands on that resolution or immediately
after the result of a show of hands on that resolution is declared.
16.2
A poll may be demanded at any general meeting by any qualifying person (as defined in
section 318 of the Act) present and entitled to vote at the meeting.
16.3
A demand for a poll may be withdrawn if:
(a)
the poll has not yet been taken, and
(b)
the chairman of the meeting consents to the withdrawal.
A demand so withdrawn shall not invalidate the result of a show of hands declared before
the demand was made.
16.4
Polls must be taken immediately and in such manner as the chairman of the meeting directs.
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17.
Content of proxy notices
17.1
Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which:
(a)
states the name and address of the member appointing the proxy;
(b)
identifies the person appointed to be that member’s proxy and the general meeting in
relation to which that person is appointed;
(c)
is signed by or on behalf of the member appointing the proxy, or is authenticated in
such manner as the Members may determine; and
(d)
is delivered to the company in accordance with the Articles not less than 48 hours
before the time appointed for holding the meeting or adjourned meeting at which the
right to vote is to be exercised and in accordance with any instructions contained in
the notice of the general meeting (or adjourned meeting) to which they relate.
and a proxy notice which is not delivered in such manner shall be invalid.
17.2
The company may by any Rule require proxy notices to be delivered in a particular form,
and may specify different forms for different purposes.
17.3
Proxy notices may specify how the proxy appointed under them is to vote (or that
the proxy is to abstain from voting) on one or more resolutions.
17.4
Unless a proxy notice indicates otherwise, it must be treated as:
(a)
allowing the person appointed under it as a proxy discretion as to how to vote on any
ancillary or procedural resolutions put to the meeting; and
(b)
appointing that person as a proxy in relation to any adjournment of the general
meeting to which it relates as well as the meeting itself.
18.
Delivery of proxy notices
18.1
A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a
general meeting remains so entitled in respect of that meeting or any adjournment of it, even
though a valid proxy notice has been delivered to the company by or on behalf of that
person.
18.2
An appointment under a proxy notice may be revoked by delivering to the company a notice
in writing given by or on behalf of the person by whom or on whose behalf the proxy notice
was given.
18.3
A notice revoking a proxy appointment only takes effect if it is delivered before the start of
the meeting or adjourned meeting to which it relates.
18.4
If a proxy notice is not executed by the person appointing the proxy, it must be accompanied
by written evidence of the authority of the person who executed it to execute it on the
appointor’s behalf.
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MEMBER WRITTEN RESOLUTIONS
19.
Written resolutions
19.1
A resolution in writing agreed by a simple majority (or in the case of a special resolution by a
majority of not less than 75%) of the Members who would have been entitled to vote upon it
had it been proposed at a general meeting shall be effective provided that:
19.2
(a)
a copy of the proposed resolution has been sent to every eligible Member;
(b)
a simple majority (or in the case of a special resolution a majority of not less than 75%)
of Members has signified its agreement to the resolution; and
(c)
it is contained in an authenticated document which has been received at the registered
office within the period of 28 days beginning with the circulation date.
A resolution in writing may comprise several copies to which one or more members have
signified their agreement.
PART 3
TRUSTEES
APPOINTMENT AND REMOVAL
20.
General
20.1
For the purposes of these Articles, a director of the Company shall be referred to as a
“Trustee” in accordance with convention within the Company. However, the use of that
label shall not of itself constitute any Trustee as a trustee in equity.
20.2
A Trustee must be a natural person aged 18 years or older.
20.3
No one may be appointed a Trustee if that person:
(a)
is a person described in any of Articles 23.1(a) - (d);
(b)
was, during the five years preceding the proposed date of appointment:
(i)
required by these Articles to retire by rotation, and upon such retirement sought
re-election by the Members, and was not re-elected:
(ii)
removed from office by a resolution of the Members.
20.4
The minimum number of Trustees shall be 3 but shall not be subject to any maximum.
20.5
A Trustee may not appoint an alternate Trustee or anyone to act on that Trustee’s behalf at
meetings of the Trustees.
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21.
Trustee Powers
21.1
The Trustees shall manage the business of the Company and may exercise all the powers of the
Company unless they are subject to any restrictions imposed by the Companies Acts, these
Articles or any special resolution.
21.2
No alteration of the Articles or any special resolution shall have retrospective effect to invalidate
any prior act of the Trustees.
21.3
Any meeting of Trustees at which a quorum is present at the time the relevant decision is made
may exercise all the powers exercisable by the Trustees.
22.
Appointment of Trustees
22.1
The Trustees may appoint a person who is willing to act to be a Trustee.
22.2
The Company may by ordinary resolution appoint a person who is willing to act to be a Trustee,
but only if such person:
(a)
has first been recommended for election by resolution of the Trustees; or
(b)
is seeking re-election immediately following retirement pursuant to Article 22 or 25.
23.
Disqualification and removal of Trustees
23.1
A Trustee shall cease to hold office if that person:
(a)
is removed as a Trustee by resolution of the Members in accordance with the Act;
(b)
ceases to be a Trustee by virtue of any provision in the Act or is prohibited by law from
being a Trustee;
(c)
is disqualified from acting as a Trustee by virtue of sections 178 and 179 of the
Charities Act 2011 (or any statutory re-enactment or modification of those
provisions);
(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 Trustee and may
remain so for more than three months;
(e)
resigns as a Trustee by notice to the Company (but only if at least three Trustees
will remain in office when the notice of resignation is to take effect).
23.2
A Trustee will cease to hold office if a resolution supported by not less than 75% of all
Trustees so resolves. The Trustee who is the subject of any such resolution shall not be
entitled to vote on any such resolution, and the required 75% majority shall mean 75% of all
Trustees other than that subject Trustee.
24.
Transitional Retirement Arrangements
24.1
The Trustees, other than any Trustee who by reason of article 25.1 has retired at the annual
general meeting in 2015, shall retire in two sequential groups prior to 31 March 2016.
24.2
The first group of Trustees to retire pursuant to Article 24.1 shall be one-half of the Trustees
required to retire, rounded down if one-half is not a whole number. The Trustees in that
group shall be selected by lot.
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25.
Retirement of Trustees
25.1
Each Trustee appointed by the Board shall retire at the first annual general meeting
following that person’s appointment.
25.2
At the annual general meeting in2017the Trustees who retired in the group referred to in Article
24.2, and any Trustee who retired at the annual general meeting in 2015, shall retire.
25.3
At each annual general meeting after 2017, any Trustee who did not retire at the previous
year’s annual general meeting shall retire.
25.4
If a Trustee is required to retire at an annual general meeting by a provision of these Articles the
retirement shall take effect upon the conclusion of the meeting.
26.
Remuneration of Trustees
26.1
The Trustees must not be paid any remuneration unless it is authorised by Article 33.2.
PROCEEDINGS OF THE TRUSTEES
27.
Meetings of Trustees
27.1
The Trustees may regulate their proceedings as they think fit, subject to the provisions of the
Articles.
27.2
Any Trustee may call a meeting of the Trustees. The secretary (if any) must call a meeting of the
Trustees if requested to do so by a Trustee.
27.3
Questions arising at a meeting shall be decided by a majority of votes, save where expressly
stated otherwise in these Articles. In the case of an equality of votes, the person who is
chairing the meeting shall not have a second or casting vote.
27.4
A meeting may be held by suitable electronic means agreed by the Trustees in which each
participant may communicate with all the other participants.
27.5
No decision may be made by a meeting of the Trustees unless a quorum is present at the time the
decision is purported to be made. ‘Present’ includes being present by suitable electronic means
agreed by the Trustees in which each participant may communicate with all the other
participants.
27.6
The quorum shall be three, or such other number as may be decided from time to time by the
Trustees.
27.7
A Trustee shall not be counted in the quorum present when any decision is made about a matter
upon which that Trustee is not entitled to vote.
27.8
If the number of Trustees is less than the number fixed as the quorum, the continuing
Trustees or Trustee may act only for the purpose of filling vacancies or of calling a general
meeting.
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28.
Chair of the Trustees
28.1
The Trustees shall appoint a Trustee to chair their meetings and may at any time revoke such
appointment.
28.2
If no-one has been appointed to chair meetings of the Trustees or if the person appointed is
unwilling to preside or is not present within thirty minutes after the time appointed for the
meeting, the Trustees present may appoint one of their number to chair that meeting.
28.3
The person appointed to chair meetings of the Trustees shall have no functions or powers except
those conferred by the Articles or delegated to him or her by the Trustees.
29.
Written resolution of Trustees
29.1
A resolution in writing or in electronic form agreed by all of the Trustees entitled to receive
notice of a meeting of the Trustees and to vote upon the resolution shall be as valid and effectual as
if it had been passed at a meeting of the Trustees duly convened and held.
29.2
The resolution in writing may comprise several documents containing the text of the resolution
in like form to each of which one or more Trustees has signified their agreement.
30.
Delegation
30.1
The Trustees may delegate any of their powers or functions to a committee of two or more
Trustees but the terms of any delegation must be recorded in the minute book.
30.2
The Trustees may impose conditions when delegating, including the conditions that:
(a)
the relevant powers are to be exercised exclusively by the committee to whom they
delegate;
(b)
no expenditure may be incurred on behalf of the Company except in accordance with a
budget previously agreed with the Trustees.
30.3
The Trustees may revoke or alter a delegation.
30.4
All acts and proceedings of any committees must be fully and promptly reported to the Trustees.
31.
Validity of Trustees’ decisions
31.1
Subject to Article 31.2, all acts done by a meeting of Trustees, or of a committee of
Trustees, shall be valid notwithstanding the participation in any vote of a Trustee:
(a)
who was disqualified from holding office;
(b)
who had previously retired or who had been obliged by the constitution to vacate office;
(c)
who was not entitled to vote on the matter, whether by reason of a conflict of interests
or otherwise;
if without the vote of that Trustee and without that Trustee being counted in the quorum the
decision has been made by a majority of the Trustees at a quorate meeting.
31.2
Article 31.1 does not permit a Trustee or a connected person to keep any benefit that may
be conferred upon him or her by a resolution of the Trustees or of a committee of Trustees if,
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but for Article 31.1, the resolution would have been void, or if the Trustee has not
complied with Article 34.
32.
Minutes
32.1
The Trustees must keep minutes of all:
(a)
appointments of officers made by the Trustees;
(b)
proceedings at meetings of the Company;
(c)
meetings of the Trustees and committees of Trustees including:
(i)
the names of the Trustees present at the meeting;
(ii)
the decisions made at the meetings; and
(iii)
where appropriate the reasons for the decisions.
TRUSTEE INTERESTS AND CONFLICTS
33.
Benefits and payments to Trustees
33.1
No Trustee may:
(a)
buy any goods or services from the Company on terms preferential to those applicable to
members of the public;
(b)
sell goods, services, or any interest in land to the Company;
(c)
be employed by, or receive any remuneration from, the Company;
(d)
receive any other financial benefit from the Company;
unless the payment is permitted by Article 33.2, or authorized by ordinary resolution of the
Members, or by the court or the Commission. In this Article 33, a ‘financial benefit’ means a
benefit, direct or indirect, which is either money or has a monetary value.
33.2
A Trustee may:
(a)
receive a benefit from the Company in the capacity of a beneficiary of the Company
(including the receipt of any bursary or prize in relation to a child who is a member of
an Orchestra);
(b)
receive remuneration from the Company in consideration for the bona fide provision
of music, course management or social staff services at a reasonable rate which is not
inconsistent with rates which the Company pays or would pay to a non-Trustee at
arm’s length for similar services;
(c)
without prejudice to (b) above, enter into a contract for the supply of services, or of
goods that are supplied in connection with the provision of services, to the Company
where that is permitted in accordance with, and subject to the conditions, in, Sections
185 and 186 of the Charities Act 2011;
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(d)
receive interest on money lent to the Company at a reasonable and proper rate which must
be not more than 2%abovethe Bank of England base rate;
(e)
receive rent for premises let by the Trustee to the Company. The amount of the rent and the
other terms of the lease must be reasonable and proper;
(f)
take part in the normal operating and fundraising activities of the Company on the same
terms as members of the public.
34.
Declaration of Trustees’ interests
34.1
A Trustee must declare the nature and extent of any interest, direct or indirect, which he or she
has in a proposed transaction or arrangement with the Company or in any transaction or
arrangement entered into by the Company which has not previously been declared. A Trustee
must absent himself or herself from any discussions of the Company Trustees in which it is
possible that a conflict will arise between his or her duty to act solely in the interests of the
Company and any personal interest (including but not limited to any personal financial
interest), and shall not vote or be counted in the quorum in respect of any such matter.
35.
Conflicts of interests and conflicts of loyalties
35.1
If a conflict of interests arises for a Trustee because of a duty of loyalty owed to another
organisation or person and the conflict is not authorised by virtue of any other provision in the
Articles, the unconflicted Trustees may authorise such a conflict of interests where the
following conditions apply:
35.2
(a)
the conflicted Trustee is absent from the part of the meeting at which there is
discussion of any arrangement or transaction affecting that other organisation or person;
(b)
the conflicted Trustee does not vote on any such matter and is not to be counted when
considering whether a quorum of Trustees is present when a vote takes place in respect of
that matter; and
(c)
the unconflicted Trustees consider it is in the interests of the Company to authorise
the conflict of interests in the circumstances applying.
In this Article 35 a conflict of interests arising because of a duty of loyalty owed to another
organisation or person only refers to such a conflict which does not involve a direct or
indirect benefit of any nature to a Trustee.
PART 4
AMENDMENT OF ARTICLES
36.
Special Member rights
36.1
On any Members’ resolution to amend these Articles, the Special Member shall be entitled
to attend, be counted in a quorum, and be heard. The Special Member shall also be entitled
to vote, but only if voting against the amendment. Otherwise, the Special Member shall
have no right to attend, count in a quorum, be heard or vote at a general meeting.
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37.
Amendment of Articles
37.1
Prior to any Member’s meeting at which a resolution to amend these Articles is to be voted
on, the Board shall vote as to whether or not it approves the amendment. Where 75% or
more of the Board votes to approve the amendment, the Special Member shall not vote on
the Members’ resolution to amend. Where less than 75% of the Board votes to approve the
amendment, the Special Member shall vote against the Members’ resolution to amend.
37.2
On any Members’ resolution to amend these Articles, if the Special Member votes against
the amendment he shall have that number of votes which equals the total number of all other
Members.
PART 5
ASSETS OF THE COMPANY
38.
Application of income and property
38.1
The income and property of the Company shall be applied solely towards the promotion of the
Objects.
38.2
A Trustee is entitled to be reimbursed from the property of the Company or may pay out of
such property reasonable expenses properly incurred by him or her when acting on behalf of
the Company.
38.3
A Trustee may benefit from trustee indemnity insurance cover purchased at the Company’s
expense in accordance with, and subject to the conditions in, section 189 of the Charities
Act 2011.
38.4
A Trustee may receive an indemnity from the Company in accordance with Article 46.
38.5
A Trustee may not receive any other benefit or payment unless it is authorised by Article 33.
38.6
None of the income or property of the Company may be paid or transferred directly or
indirectly by way of dividend bonus or otherwise by way of profit to any Member of the
Company. This does not prevent a Member (or any Relative or other person connected with a Member)
receiving:
(a)
a benefit from the Company in the capacity of a beneficiary of the Company
(including the receipt of any bursary or prize in relation to a child who is a member of
an Orchestra);
(b)
reasonable and proper remuneration for any goods or services supplied to the
Company.
39.
Dissolution
39.1
The Trustees may, with the approval of the Members, at any time before, and in expectation
of, its dissolution resolve that any net assets of the Company after all its debts and liabilities
have been paid, or provision has been made for them, shall on or before the dissolution of the
Company be applied or transferred in any of the following ways:
(a)
directly for the Objects; or
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39.2
(b)
by transfer to any charity or charities for purposes similar to the Objects; or
(c)
to any charity or charities for use for particular purposes that fall within the Objects.
In no circumstances shall the net assets of the Company be paid to or distributed among the
Members and, if no resolution in accordance with Article 39.1is passed by the Trustees and the
Members, the net assets of the Company shall be applied for charitable purposes as directed by
the Court or the Commission.
PART 6
ACCOUNTS AND REPORTS
40.
Accounts
40.1
The Trustees must prepare for each financial year accounts as required by the Companies
Acts. The accounts must be prepared to show a true and fair view and follow accounting standards
issued or adopted by the Accounting Standards Board or its successors and adhere to the
recommendations of applicable Statements of Recommended Practice.
40.2
The Trustees must keep accounting records as required by the Companies Act.
41.
Annual Report and Return and Register of Charities
41.1
The Trustees must comply with the requirements of the Charities Act 2011 with regard to the:
41.2
(a)
transmission of a copy of the statements of account to the Commission;
(b)
preparation of an Annual Report and the transmission of a copy of it to the
Commission;
(c)
preparation of an Annual Return and its transmission to the Commission.
The Trustees must notify the Commission promptly of any changes to the Company’s entry on
the Central Register of Charities.
PART 7
OBJECTS AND POWERS
42.
Objects of the Company
42.1
The Company’s objects are specifically restricted to the following:
(a)
To advance the education and training in music and orchestral playing of children and
young persons with exceptional or potentially exceptional musical talent.
(b)
Providing education for such children and young persons in all appropriate musical
skills for the purpose of furthering excellence at a national level in orchestral playing,
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enabling orchestras to be formed and giving concerts nationally and internationally of
the highest possible standards directed by professional conductors.
(c)
Such other charitable purpose or charitable purposes as the Trustees may in their
absolute discretion think fit and which they consider are necessary or desirable for the
attainment of the above objects or may be connected with the same or which have
some affinity or purpose with those objects or may (whether so connected or having
such affinity or not) conveniently be conducted or combined with them.
43.
Powers
43.1
The Company has power to do anything which is calculated to further its Objects or is
conducive or incidental to doing so. In particular, the Company has power:
(a)
To raise funds. In doing so, the Company must not undertake any taxable permanent
trading activity and must comply with any relevant statutory regulations;
(b)
To buy, take on lease or in exchange, hire or otherwise acquire any property and to
maintain and equip it for use;
(c)
To sell, lease, mortgage, charge or otherwise dispose of all or any part of any interest in the
property belonging to the charity. In exercising this power, the charity must comply as
appropriate with sections 117 and 122 of the Charities Act 2011.
(d)
To borrow money and to charge the whole or any part of the property belonging to the
charity as security for repayment of the money borrowed or as security for a grant or the
discharge of an obligation. The charity must comply as appropriate with sections 124 126 of the Charities Act 2011 if it wishes to mortgage land;
(e)
To co-operate with other charities, voluntary bodies and statutory authorities and to
exchange information and advice with them;
(f)
To establish or support any charitable trusts, associations or institutions formed for any of
the charitable purposes included in the Objects;
(g)
To acquire, or to enter into any partnership or joint venture arrangement with any
other charity;
(h)
To set aside income as a reserve against future expenditure;
(i)
To employ and remunerate such staff as are necessary for carrying out the work of the
charity. The charity may employ or remunerate a director only to the extent it is expressly
permitted to do so by these Articles;
(j)
to:
(i)
deposit or invest funds;
(ii)
employ a professional fund-manager; and
(iii)
arrange for the investments or other property of the charity 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;
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(k)
to provide indemnity insurance for the directors in accordance with, and subject to the
conditions in, section 189 of the Charities Act 2011;
(l)
To offer scholarships, bursaries, exhibitions, prizes and rewards and to make grants,
loans and allowances to student members of any orchestra on such terms as shall be
mutually beneficial to the student and to the Company;
(m)
To accept gifts of any real or personal property for the general purposes, or any
particular purpose, of the Company.
PART 8
LIMIT OF LIABILITY
44.
Member Guarantee
44.1
The liability of each Member is limited to £1, being the amount that each Member
undertakes to contribute to the assets of the Company in the event of its being wound up
while he is a Member or within one year after he ceases to be a Member, for
(a)
payment of the Company's debts and liabilities contracted before he ceases to be a
Member,
(b)
payment of the costs, charges and expenses of the winding up, and
(c)
adjustment of the rights of the contributories among themselves.
PART 9
OTHER ARRANGEMENTS
45.
Rules
45.1
The Trustees may from time to time make such reasonable and proper rules or bye laws as
they may deem necessary or expedient for the proper conduct and management of the Company.
45.2
The bye laws may regulate the following matters but are not restricted to them:
45.3
(a)
the admission of new Members;
(b)
the administration of the Company’s affairs;
(c)
the procedure at general meetings and meetings of the Trustees, in so far as such
procedure is not regulated by the Companies Acts ortheseArticles;
(d)
all such other matters as are commonly the subject- matter of company rules.
The charity in general meeting has the power to repeal any part of the rules or bye laws, but not to
create, amend or add to them.
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45.4
The Trustees must adopt reasonable means to bring the rules and bye laws to the notice of
Members.
45.5
The rules or bye laws shall be binding on all Members. No rule or bye law shall be
inconsistent with, shall undermine the objectives of, or shall affect or repeal anything contained in,
these Articles. If there is a conflict between the terms of these Articles and any rule or bye
law established under this Article 45, the terms of these Articles shall prevail.
46.
Indemnity and insurance
46.1
Subject to Article 46.2, but without prejudice to any indemnity to which a relevant officer is
otherwise entitled:
(a)
each relevant officer shall be indemnified out of the Company's assets against all
costs, charges, losses, expenses and liabilities incurred by him as a relevant officer in
the actual or purported execution and/or discharge of his duties, or in relation to them,
including any liability incurred by him in defending any civil or criminal proceedings
in which judgment is given in his favour or in which he is acquitted or the
proceedings are otherwise disposed of without any finding or admission of any
material breach of duty on his part or in connection with any application in which the
court grants him, in his capacity as a relevant officer, relief from liability for
negligence, default, breach of duty or breach of trust in relation to the Company's
affairs; and
(b)
the Company may provide any relevant officer with funds to meet expenditure
incurred or to be incurred by him in connection with any proceedings or application
referred to in sub-paragraph (a) above and otherwise may take any action to enable
any such relevant officer to avoid incurring such expenditure.
46.2
This Article 46 does not authorise any indemnity to the extent that such indemnity would be
prohibited or rendered void by any provision of the Companies Acts or by any other
provision of law and any such indemnity is limited accordingly.
46.3
The Trustees may decide to purchase and maintain insurance, at the expense of the
Company, for the benefit of any relevant officer in respect of any relevant loss.
46.4
In this Article 46:
(a)
a "relevant loss" means any loss or liability which has been or may be incurred by a
relevant officer in connection with that relevant officer's duties or powers in relation
to the Company; and
(b)
a "relevant officer" means any:
(i)
Trustee of the Company; or
(ii)
former Trustee of the Company;
but excluding (for the avoidance of doubt) any person engaged by the Company as
auditor (whether or not he is also a Trustee or other officer), to the extent he acts in
his capacity as auditor.
47.
Means of communication to be used
47.1
Subject to the Articles, anything sent or supplied by or to the Company under the Articles
may be sent or supplied in any way in which the Companies Act 2006 provides for documents or
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information which are authorised or required by any provision of that Act to be sent or supplied
by or to the Company.
47.2
Subject to the Articles, any notice or document to be sent or supplied to a Trustee in
connection with the taking of decisions by Trustees may also be sent or supplied by the means by
which that Trustee has asked to be sent or supplied with such notices or documents for the time
being.
47.3
Any notice to be given to or by any person pursuant to the Articles:
48.
(a)
must be in writing; or
(b)
must be given in electronic form.
The Company may give any notice to a Member either:
(a)
personally; or
(b)
by sending it by post in a prepaid envelope addressed to the member at his or her address; or
(c)
by leaving it at the address of the member;
(d)
by giving it in electronic form to the member’s address; or
(e)
by placing the notice on a website and providing the person with a notification in
writing or in electronic form of the presence of the notice on the website. The
notification must state that it concerns a notice of a Company meeting and must
specify the place date and time of the meeting.
48.2
A member who does not register an address with the Company or who registers only a postal
address that is not within the United Kingdom shall not be entitled to receive any notice from
the Company.
48.3
A member present in person or by proxy at any meeting of the Company shall be
deemed to have received notice of the meeting and of the purposes for which it was called.
48.4
Proof that an envelope containing a notice was properly addressed, prepaid and posted shall
be conclusive evidence that the notice was given.
48.5
Proof that an electronic form of notice was given shall be conclusive where the company can
demonstrate that it was properly addressed and sent, in accordance with section 1147 of the
Companies Act 2006.
48.6
In accordance with section 1147 of the Companies Act 2006 notice shall be deemed to be
given:
(a)
48 hours after the envelope containing it was posted; or
(b)
in the case of an electronic form of communication, 48 hours after it was sent.
49.
Disputes
49.1
If a dispute arises between Members about the validity or propriety of anything done or
proposed to be done by the Members, 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.
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Adopted by special resolution on [date]
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