Articles of Association NATIONAL CHILDREN S ORCHESTRAS OF GREAT BRITAIN

Transcription

1 The Companies Act 2006 Private Company Limited by Guarantee Articles of Association of NATIONAL CHILDREN S ORCHESTRAS OF GREAT BRITAIN

2 Table of Contents 1. Definition Interpretation Eligibility for Membership as a General Member General Member Numbers Becoming a General Member Ceasing to be a General Member Special Member General Meetings Notice of General Meetings Quorum at General Meetings Chairing General Meetings Attendance and Speaking by Trustees Adjournment One Member one Vote Errors and Disputes Poll Votes Content of Proxy Notices Delivery of Proxy Notices Written Resolutions General Trustee Powers Appointment of Trustees Disqualification and Removal of Trustees Transitional Retirement Arrangements Retirement of Trustees Remuneration of Trustees Meetings of Trustees Chair of the Trustees Written Resolution of Trustees Delegation Validity of Trustees Decisions Minutes Benefits and Payments to Trustees Declaration of Trustees Interests Conflicts of Interests and Conflicts of Loyalties Special Member Rights Amendment of Articles Application of Income and Property Dissolution Accounts Annual Report and Return and Register of Charities Objects of the Company Powers Member Guarantee Regulations Indemnity and Insurance Means of Communication to be Used Disputes... 21

3 PART 1 PRELIMINARY DEFINITIONS AND INTERPRETATION 1. Definition 1.1 In these Articles, unless the context otherwise requires: Act: means the Companies Act Additional Eligibility Criteria: means in respect of each Membership Category, the eligibility criteria specified from time to time in the Regulations, provided that if no such criteria are specified in the Regulations as at any Appointment Date, the Additional Eligibility Criteria shall be the eligibility criteria that were set out in the first set of Regulations that were in effect after 1 June Appointment Date: means the date when any General Member is or is to be 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 6.5. Eligibility Period: means, in respect of a Membership Category, the period specified from time to time in the Regulations, provided that if no such period is specified in the Regulations as at any Appointment Date, the Eligibility Period shall be the period specified in the first set of Regulations that were in effect after 1 June General Member: means a member of the Company appointed pursuant to Articles 3 to 5. Ineligible Former Trustee: means, in respect of any Appointment Date, any former Trustee who during the corresponding Eligibility Period: was required by these Articles to retire by rotation, and upon such retirement sought re-election by the Members and was not re-elected; ceased to hold office pursuant to Articles (d); or has been removed from office by a resolution of the Members or of the Trustees. Member: means a General Member or the Special Member. Membership Category: means one of the categories of General Member referred to in Article 3.1; 1

4 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 Company, whether a National Orchestra, regional orchestra, Encore, or otherwise. Regulation: means any regulation made pursuant to Article 45. Relative: means a spouse, civil or co-habiting partner, child, sibling, parent, grand-parent, aunt or uncle. Special Member: means the Member referred to in Article 7.1. 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 become 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 GENERAL MEMBERS 3. Eligibility for Membership as a General Member 3.1 Subject to Article 3.2, on any Appointment Date a person shall be eligible to become a General Member if he or she satisfies the eligibility criteria for any of the categories set out below: Staff that person has served either (i) (ii) as course tutor, conductor or other course staff (but not social staff); or as a regional orchestra conductor; 2

5 during the Eligibility Period for this Membership Category, and satisfies the Additional Eligibility Criteria for this Membership Category. Social Staff /Volunteer that person has (i) (ii) served as social staff on a residential course of a National Orchestra; or served as a volunteer in a formal role; during the Eligibility Period for this Membership Category, and satisfies the Additional Eligibility Criteria for this Membership Category. Office Staff that person is an employee whose principal place of work is an administrative office of the Company, and satisfies the Additional Eligibility Criteria for this Membership Category. (d) Parent that person is the parent or guardian of a child who, during the Eligibility Period for this Membership Category, has been a full member of a National Orchestra, and satisfies the Additional Eligibility Criteria for this Membership Category. (e) Donor that person is a donor who has made a personal donation during the Eligibility Period for this Membership Category, and satisfies the Additional Eligibility Criteria for this Membership Category. 3.2 Notwithstanding Article 3.1, a person shall not be eligible to be a General Member on any Appointment Date if: on that date he or she: (i) (ii) (iii) (iv) (v) is a Trustee; is an Ineligible Former Trustee; is a Relative of a Trustee, of an Ineligible Former Trustee, or of a General Member; is a Disqualified Person; is not a natural person. he or she was a General Member at any time during the two years preceding that date. 3.3 A General Member once appointed shall bear the category designation of the Membership Category by which he or she became eligible for membership. 4. General Member Numbers 4.1 There shall be a maximum of 25 General Members at any time. 3

6 4.2 At any time, there shall be a maximum of: (d) (e) 7 Staff General Members; 7 Social Staff/Volunteer General Members; 2 Office Staff General Members; 7 Parent General Members; 2 Donor General Members. 5. Becoming a General Member 5.1 New General 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. General Member vacancies shall be notified, and eligible applications invited, with reasonable prominence on the Company s 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 General 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 General 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 General Member 6.1 The first eight Members appointed after adoption of these Articles shall retire at the beginning of the third anniversary of the date of their appointment. 6.2 The next eight Members appointed after adoption of these Articles shall retire at the beginning of the fourth anniversary of the date of their appointment. 6.3 Subject to Articles 6.1 and 6.2, a person shall cease to be a General Member: at the beginning of the fifth anniversary of the date of that person s appointment; if written notification is received by the Company from the General Member that he he or she is resigning as a General Member, and such resignation has taken effect in accordance with its terms; if that person, or any of their Relatives, becomes a Trustee; 4

7 (d) (e) (f) (g) if that person dies; 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; if a bankruptcy order is made against that person; or 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. 6.4 A General Member may not transfer membership to another person. 6.5 The Members may by special resolution: terminate the membership of any General Member (but for the avoidance of doubt, not the membership of the Special Member); or declare that any person is a Disqualified Person for such period as is specified in that resolution. 6.6 Where any person ceases to be a General Member for any reason, that General Member shall be removed from the Register of Members by the Company Secretary. 7. Special Member THE 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, and shall automatically become the Special Member upon appointment as chairman. The Special Member may not be removed, save that he or she shall automatically cease to be the Special Member on ceasing to be the chairman of the Trustees (whether on death or otherwise). 7.2 The Special Member shall have no rights or obligations other than as stipulated in Articles 9.2, 9.4, 10, 36 and 37, or as otherwise expressly set out in these Articles. 7.3 A General Member may not transfer membership to another person. ORGANISATION OF GENERAL MEETINGS 8. General Meetings 8.1 An annual general meeting shall 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: 5

8 twenty-one clear days for a general meeting called for the passing of a special resolution; 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 per cent of the total voting rights. For the avoidance of doubt, where a general meeting is to vote on a resolution to amend these Articles, in calculating the total voting rights of the Members for the purposes of this Article 9.2, the Special Member shall have the right to 25 votes and all General Members shall have the right to one vote each. 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 Act and Article 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, save that no resolution to amend these Articles shall be validly passed at a meeting if notice of the meeting was not validly served on the Special Member in accordance with these Articles and the law. 10. Quorum at General Meetings 10.1 No business shall be transacted at any general meeting unless a quorum is present Subject to Article 10.3, a quorum is 5 Members present in person or by proxy and entitled to vote upon the business to be conducted at the meeting On any resolution to amend these Articles, the quorum must include the Special Member (or his proxy). No resolution to amend these Articles may be passed at a general meeting unless the Special Member is present in person or by proxy at the time when the resolution is debated and voted upon. 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 one year. A person may not serve as chairman for two terms in succession. The Members may remove and replace any chairman by ordinary resolution at any time If the chairman is unwilling to chair a 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 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 Subject to Article 36, Trustees may attend and speak at general meetings if the meeting so consents. 6

9 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 The chairman of the meeting may adjourn a general meeting at which a quorum is present if: the meeting consents to an adjournment, or 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 The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting When adjourning a general meeting, the chairman of the meeting must 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 if he elects to specify the time and place to which it is adjourned, have reasonable regard to any directions as to the time and place of any adjournment which have been given by the meeting 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): to the same persons to whom notice of the company s general meetings is required to be given; and 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 and to Article 37, 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. 7

10 15.2 Any such objection must be referred to the chairman of the meeting whose decision is final, save in respect of any resolution to amend these Articles. 16. Poll Votes 16.1 A poll on a resolution may be demanded: in advance of the general meeting where it is to be put to the vote, or 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 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 A demand for a poll may be withdrawn if: the poll has not yet been taken, and 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 Polls must be taken immediately and in such manner as the chairman of the meeting directs A poll must be taken on any resolution to amend these Articles. 17. Content of Proxy Notices 17.1 Proxies may only validly be appointed by a notice in writing (a proxy notice ) which: (d) states the name and address of the member appointing the proxy; identifies the person appointed to be that Member s proxy and the general meeting in relation to which that person is appointed; is signed by or on behalf of the Member appointing the proxy, or is authenticated in such manner as the Members may determine; and is delivered to the company in accordance with the Articles not less than 24 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 The company may by any Regulation require proxy notices to be delivered in a particular form, and may specify different forms for different purposes 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 Unless a proxy notice indicates otherwise, it must be treated as: 8

11 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 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 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 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 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. MEMBER WRITTEN RESOLUTIONS 19. Written Resolutions 19.1 Subject to Article 37, a resolution in writing agreed by Members who (on a poll) would have a simple majority (or in the case of a special resolution a majority of not less than 75%) of the votes of Members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective provided that: a copy of the proposed resolution has been sent to every eligible Member; a simple majority (or in the case of a special resolution a majority of not less than 75%) of the votes of Members has signified its agreement to the resolution; and 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. 9

12 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 A Trustee must be a natural person aged 16 years or older No one may be appointed a Trustee if that person: is a person described in any of Articles (d); was, during the five years preceding the proposed date of appointment: (i) (ii) required by these Articles to retire by rotation, and upon such retirement sought re-election by the Members, and was not re-elected; or removed from office by a resolution of the Members The minimum number of Trustees shall be 3 but shall not be subject to any maximum A Trustee may not appoint an alternate Trustee or anyone to act on that Trustee s behalf at meetings of the Trustees. 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 Act, or these Articles. No resolution of the Members shall be effective insofar as it purports to restrict the powers of the Trustees, or would have that effect if valid No alteration of the Articles nor any special resolution shall have retrospective effect to invalidate any prior act of the Trustees 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 The Company may by ordinary resolution appoint a person who is willing to act to be a Trustee, but only if such person: has first been recommended for election by resolution of the Trustees; or is seeking re-election immediately following retirement pursuant to Articles 24 or

13 23. Disqualification and Removal of Trustees 23.1 A Trustee shall cease to hold office if that person: (d) (e) is removed as a Trustee by resolution of the Members in accordance with the Act; ceases to be a Trustee by virtue of any provision in the Act or is prohibited by law from being a Trustee; 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); 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; 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) 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 holding office on the date of adoption of these Articles shall retire in three sequential groups prior to 31 March 2016, referred to in this Article 24 as the First Group, the Second Group and the Third Group, respectively The First and Second Groups shall be one-third of the Trustees required to retire, rounded down if one-third is not a whole number. The Trustees in those groups shall be selected by lot, in the absence of agreement between the Trustees Any Trustee who retired in accordance with Article 24.1 and is re-appointed shall subsequently retire as follows: the First Group shall retire at the annual general meeting in 2017, and thereafter at each third annual general meeting; The Second Group shall retire at the annual general meeting in 2018, and thereafter at each third annual general meeting; The Third Group shall retire at the annual general meeting in 2019, and thereafter at each third annual general meeting. 25. Retirement of Trustees 25.1 Save for any Trustee to whom Article 24.1 applies, each Trustee appointed by the Board shall retire: at the first annual general meeting following that person s appointment; and thereafter at each third annual general meeting. 11

14 25.2 If a Trustee is required to retire at an annual general meeting by a provision of these Articles the retirement shall take effect at the commencement of the meeting. 26. Remuneration of Trustees 26.1 The Trustees must not be paid any remuneration unless it is authorised by Article 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 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 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 A meeting may be held by suitable electronic means agreed by the Trustees in which each participant may communicate with all the other participants 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 The quorum shall be three, or such other number as may be decided from time to time by the Trustees 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 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. 28. Chair of the Trustees 28.1 The Trustees shall appoint a Trustee as chairman to chair their meetings, and may at any time revoke such appointment The chairman 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. 12

15 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 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 Company except in accordance with a budget previously agreed with the Trustees The Trustees may revoke or alter a delegation 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: who was disqualified from holding office; who had previously retired or who had been obliged by the constitution to vacate office; 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 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, but for Article 31.1, the resolution would have been void, or if the Trustee has not complied with Article Minutes 32.1 The Trustees must keep minutes of all: appointments of officers made by the Trustees; proceedings at meetings of the Company; meetings of the Trustees and committees of Trustees including: (i) (ii) the names of the Trustees present at the meeting; the decisions made at the meetings. 13

16 TRUSTEE INTERESTS AND CONFLICTS 33. Benefits and Payments to Trustees 33.1 No Trustee may: (d) buy any goods or services from the Company on terms preferential to those applicable to members of the public; sell goods, services, or any interest in land to the Company; be employed by, or receive any remuneration from, the Company; 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 A Trustee may: (d) (e) (f) 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); 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; without prejudice to 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; receive interest on money lent to the Company at a reasonable and proper rate which must be not more than 2% above the Bank of England base rate; 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; 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 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. 14

17 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: 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; 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 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 at a general meeting, the Special Member (or a proxy) shall be required and entitled to attend and be counted in a quorum, and is entitled to be heard. The Special Member (or proxy) shall also be entitled to vote on such a resolution, subject to Article 37. Otherwise, the Special Member shall have no right to attend, count in a quorum, be heard or vote at a general meeting On any written resolution to amend these Articles, the Special Member shall be entitled to vote, subject to Article This Article 36 shall apply notwithstanding anything stated elsewhere. 37. Amendment of Articles 37.1 Prior to any general meeting at which a resolution to amend these Articles is to be voted on, and prior to the circulation of any written resolution to amend these Articles, 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 or sign 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 On any Members resolution to amend these Articles, whether in general meeting or by written resolution, if the Special Member votes against the amendment he shall have twentyfive votes. All other Members shall have one vote each This Article 37 shall apply notwithstanding anything stated elsewhere. 15

18 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 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 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 A Trustee may receive an indemnity from the Company in accordance with Article A Trustee may not receive any other benefit or payment unless it is authorised by Article 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 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); or 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 General 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: directly for the Objects; by transfer to any charity or charities for purposes similar to the Objects; or 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 39.1 is passed by the Trustees and the Members, the net assets of the Company shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Trust, and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Company by Article 42, such institution or institutions to be 16

19 determined by the Members of the Company at or before the time of dissolution, and if so far as effect cannot be given to such provision, then to some other charitable objects. PART 6 ACCOUNTS AND REPORTS 40. Accounts 40.1 The Trustees must prepare for each financial year accounts as required by the Act. 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 The Trustees must keep accounting records as required by the 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: transmission of a copy of the statements of account to the Commission; preparation of an Annual Report and the transmission of a copy of it to the Commission; and 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: To advance education and in particular to advance the education and training in music and orchestral playing of children and young persons through the formation of an orchestra or orchestras composed of such persons. 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. 17

20 43. Powers 43.1 The Company has power to do anything that is calculated to further its Objects or is conducive or incidental to doing so. In particular, the Company has power: (d) (e) (f) (g) (h) (i) (j) To raise funds; To buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use; 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 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 of the Charities Act 2011 if it wishes to mortgage land; To co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them; To establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects; To acquire, or to enter into any partnership or joint venture arrangement with any other charity; To set aside income as a reserve against future expenditure; 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; to: (i) (ii) (iii) deposit or invest funds; employ a professional fund-manager; and 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; (k) (l) (m) to provide indemnity insurance for the directors in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011; 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; To accept gifts of any real or personal property for the general purposes, or any particular purpose, of the Company. 18

21 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 payment of the Company's debts and liabilities contracted before he ceases to be a Member, payment of the costs, charges and expenses of the winding up, and adjustment of the rights of the contributories among themselves. PART 9 OTHER ARRANGEMENTS 45. Regulations 45.1 The Trustees may from time to time make such reasonable and proper rules or bye laws, to be known as Regulations, as they may deem necessary or expedient for the proper conduct and management of the Company. The Trustees may amend or repeal any Regulation from time to time The Trustees shall specify in Regulations: the Additional Eligibility Criteria for each Membership Category; and the Eligibility Period (which, for the avoidance of doubt, may be a different period for each Membership Category to which such a period applies) The Regulations may regulate the following further matters but are not restricted to them: (d) the procedures for the admission of new General Members; the administration of the Company s affairs; the procedure at general meetings and meetings of the Trustees, in so far as such procedure is not regulated by the Companies Acts or these Articles; all such other matters as are commonly the subject-matter of company rules The Members in a general meeting have the power to repeal any part of the Regulations, but not to create, amend or add to them, provided that they may not repeal any Regulation pertaining to the Additional Eligibility Criteria or the Eligibility Period otherwise than by special resolution. 19

22 45.5 The Trustees must adopt reasonable means to bring the Regulations to the notice of Members The Regulations shall be binding on all Members. No Regulation 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 Regulation 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: 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 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 above and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure 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 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 In this Article 46: 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 a "relevant officer" means any: (i) (ii) Trustee of the Company; or 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 Act provides for documents or information 20

23 which are authorised or required by any provision of that Act to be sent or supplied by or to the Company 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 Any notice to be given to or by any person pursuant to the Articles: must be in writing; or must be given in electronic form The Company may give any notice to a Member either: (d) (e) personally; or by sending it by post in a prepaid envelope addressed to the Member at his or her address; or by leaving it at the address of the Member; by giving it in electronic form to the Member s address; or 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 A General 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 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 Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given 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 Act In accordance with section 1147 of the Act notice shall be deemed to be given: 48 hours after the envelope containing it was posted; or in the case of an electronic form of communication, 48 hours after it was sent. 48. Disputes 48.1 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. 21

24 Adopted by special resolution on [date] 22