Constitution of The Peter Warlock Society
As amended and ratified on 18 May 2019
- Name: Peter Warlock Society
- The Peter Warlock Society is an unincorporated Society, registered with the Charity Commissioners. Registration Number 257041.
- The object of the Society is to spread knowledge and appreciation of the life and work of Peter Warlock among the public, and to encourage performance of his music, including but without limitation through the provision of such grants, prizes, scholarships and other awards to musicians or students of music as the Committee may in its absolute discretion think fit.
- Membership is open to all who pay the annual subscription, who apply in the form specified by the Committee and whose application is approved by the Committee. The annual renewal of membership is at the Committee’s discretion.
- The annual subscription will be reviewed periodically at an Annual General Meeting [AGM] (currently £17 in 2019). The financial year is from 1st January to 31st December, and the annual subscription of any member joining after the issue of the year’s second Newsletter will be carried over to include the following year. Life membership is also obtainable on payment of the equivalent of twelve years’ subscription (£204 in 2019). All renewal subscriptions for paying members are therefore due on the 1st January.
- A member whose subscription for that year has not been received by 31st March shall automatically be deemed a lapsed member. A lapsed member may re-join the Society, if the application is approved by the Committee (see also 4.), and on payment of the relevant sum(s).
- Honorary membership of The Peter Warlock Society is granted by a quorum of the Committee, and does not presuppose payment of an annual subscription.
- (a) The Society’s affairs shall be decided and implemented by a Committee of four executive officers (Chairman, Vice Chairman, Secretary and Treasurer) and six other committee members. These ten individuals shall be elected at successive AGMs – two officers and three members in alternate years, each to serve for a period of two years – and whilst in office will constitute the current Trustees of the Society. In the event of a casual vacancy on the Committee, this may be filled at the instigation of the Committee. Any Committee member (including executive officers) may retire or resign by providing at least a month’s prior notice in writing to the Hon. Secretary.
(b) For special purposes, the Committee may co-opt up to two additional Committee members from the membership of the Society, and may invite advisers, who will however have no voting rights.
(c) The Treasurer shall present audited accounts at each AGM.
(d) The quorum for a Committee meeting is dependent on the number of Committee positions filled at the time in question. The quorum will be that figure which is immediately in excess of 50% of the actual Committee size.
(e) Members of the Society may be appointed by the Committee to fulfil other functions. They may be invited to attend Committee meetings, or they may themselves request attendance when relevant (but would have no voting rights). The Committee will review all appointments annually, and terminate any such if it believes the circumstances justify such action.
- The Committee shall have the discretion to award honorary titles; these include President, Vice Presidents and any other Emeritus positions. Vice Presidencies are awarded on the basis of either (a) status, e.g., a well-known name that might add prestige and lustre to the Society, or (b) by way of recognition, conferred on those who have made an outstanding contribution to the Society’s affairs sustained over a long period. The President and Vice-Presidents have a right to attend Committee meetings in an advisory capacity, but without voting rights. Any such awards made by the Committee would be subject to ratification at the next AGM.
- The AGM will normally be held in the month of May, but may not be held later than 30 June. Notification of the AGM will be sent out no less than four weeks before the date of the meeting, along with the previous AGM’s minutes, an agenda for the forthcoming meeting, and a list of individuals nominated for the Election of Executive Officers and other committee members. Nominations (proposed and seconded) for executive officers and committee members are required to be sent to the Hon. Secretary to arrive no later than 1 March in the appropriate year.
- Election of Officers and other Committee members:
At each AGM the two serving executive officers and three Committee members elected two years previously, or filling casual vacancies, shall stand down. Such officers shall have the right to be re-elected either to the post they have held, or to another post if vacant. Should an officer not be re-elected to a previous post, he/she has the right to stand for election to any remaining vacant posts. If the Chairman’s post is not being vacated, he/she shall chair the meeting. If it is being vacated, the outgoing Chairman shall chair the initial part of the election, i.e., that of Chairman. Should he/she be re-elected, he/she will continue to chair the remainder of the meeting. Should a new Chairman be elected, that new Chairman shall take the chair for the rest of the elections and the meeting. Then shall be elected in the following order, to such posts that have fallen vacant:
– Vice Chairman
– Three other Committee members
Ratification of any honorary titles awarded by the Committee (as in 9. above).
For an election to be valid all posts shall require a proposer and seconder and for the proposal to be carried by a majority at. an AGM. Should two or more members be proposed for any one post, then an election is required by secret ballot. The successful candidate shall be the one who receives most votes. The Chairman may not take part in the ballot, but shall have a casting vote in the event of a tie.
The quorum for an AGM is 12.
The Committee should specify the duties of all officers to avoid confusion of responsibilities, and a job description should be drawn up for each officer post.
- (a) An Extraordinary General Meeting [EGM] may be convened at any time on a requisition signed by at least 15 members and delivered to the Secretary, following which the Secretary shall give notice of the meeting to all members of the Society. The meeting must be held not more than 42 days, or less than 21 days after delivery of the requisition. The requisition for the meeting must set out the resolution, or resolutions, to be proposed at it, and the notice of the meeting· to all members (as above) must contain details of such resolution or resolutions. The quorum for an EGM is 12.
(b) Resolutions at an Extraordinary General Meeting shall be passed by a majority of at least three quarters of the votes entitled to be cast by the members present at any such meeting. The Chairman shall not have a second or casting vote, but shall be entitled to vote.
- The Society welcomes donations, grants in aid, or financial guarantees.
- The income and property of the Society, whencesoever derived, shall be applied solely towards the promotion of the object of the Society as stated in 3. above. In no case will a member receive financial benefit from the activities of the Society. Trustees of the Society will not receive any payment for activities directly related to their trusteeship. However, Trustees may be paid for supplying goods or services where such activities are clearly outside the trusteeship, and provided the payment is in line with current guidance from the Charity Commission.
- Decisions on the following matters shall be taken by the Committee with the agreement of at least three quarters of those Committee members present, and reported to the next AGM or EGM:
i. Any acquisition or disposal with a value exceeding £2,000;
ii. Any borrowing or lending;
iii. The giving of any guarantee or indemnity;
iv. The approval of the balance sheet, and profit and loss account;
v. Any amalgamation or merger;
vi. The commencement of any new type of business;
vii. The formation or acquisition of any subsidiary business;
viii. The participation in any partnership or charitable joint venture;
ix. The institution of any material legal proceedings;
x. The appointment of any employee, and the granting of any pension rights.
- With the Peter Warlock Society being a Registered Charity, its Trustees’ responsibilities include:
i. Conducting an annual risk assessment, particularly of aspects relating to financial control;
ii. Maximising the assets of the Peter Warlock Society;
iii. Establishing clear authority levels for approving payments;
iv. In accordance with the General Data Protection Regulations (GDPR), members’ details shall be held and accessed only by the officers of the Peter Warlock Society, and the Trustees shall ensure that all communication from the Society is in accordance with each member’s preference. Members may at any time notify a change of preference from that previously indicated on their membership application form or GDPR form;
v. In accordance with the Charity Commission’s requirement for the Safeguarding of individuals, the Trustees shall exercise a Duty of Care for its members and anyone associated with the Society’s work. Individuals are to be protected from physical harm, harassment, intimidation, emotional abuse and bullying, or anything that might conceivably harm their health or well-being.
- It may be necessary in exceptional circumstances to withdraw an individual’s membership of the Peter Warlock Society. Such situations would include:
i. where a member of the Society is acting, or has acted, in a manner that is likely to bring the Society into disrepute, or where a member’s behaviour is becoming an unwelcome distraction.
ii. where a member is associated with any irregularities in respect of the Society’s finances.
iii. where incidents of harassment or bullying by a member have been reported to the Chairman, or the Vice Chairman, or the Secretary and have been substantiated to the satisfaction of the Committee (see also 16(v)).
In (i), (ii) and (iii) above, the Committee has the authority to suspend immediately the Society membership of the individual concerned until the next available AGM, when the membership in question will be reviewed (resulting in either a reinstatement, or termination of the membership) by a majority vote of the assembled members at the meeting.
- In the event of the winding up of the Society, any remaining assets shall be handed over to a charitable society or association having similar aims and objectives. This to be decided by the Committee.
- Any proposal to amend this Constitution shall be circulated to members with the notification of the Annual General Meeting or Extraordinary General Meeting, and shall be voted upon at that meeting in accordance with provisions of 12 (b).
Members who are unable to attend an AGM or EGM at which an amendment to the constitution is to be proposed and voted upon, may request to vote by Proxy. In the case of an AGM or EGM a formal request to vote by Proxy must be sent to the Hon. Secretary to arrive no later than 10 days prior to the date of the meeting.