AMENDED CONSTITUTION OF THE GEORGE MUSIC SOCIETY (AS ADOPTED ON 20 th FEBRUARY 2013)

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1 AMENDED CONSTITUTION OF THE GEORGE MUSIC SOCIETY (AS ADOPTED ON 20 th FEBRUARY 2013) I. The name of the Society shall be the GEORGE MUSIC SOCIETY, hereinafter referred to as 'the Society' and/or 'G.M.S.' 1.1 The Society shall be a legal entity and persona in law, having an existence distinct from its Members and shall have all the powers, rights and privileges which are normally applicable to legal entities and shall be liable in law. 1.2 The liability of each paid-up Member shall be limited solely to the extent of any monies which may be due or owed to the Society. 1.3 The Society shall be a non-profit organisation, in that proceeds from membership and staged concerts shall be solely for funding operations of the Society. 2. AIMS AND OBJECTIVES: 2.1 To encourage and foster musical interest, to satisfy the musical needs and to provide quality music for the members of the Society and the public, through the medium of arranged concerts at acceptable venues within the George Municipality, by inviting musicians and vocalists of local, national and international merit. 2.2 To raise funds and obtain sponsorships solely to further the musical aims and objectives of the Society. 2.3 To keep Members informed of activities through regular newsletters. 3. MEMBERSHIP: 3.1 Membership of the Society is open to all persons who have an interest in quality music. 3.2 Ordinary membership is available to any person at an annual fee to be determined by the Committee and reported to the next A.G.M. Ordinary Members shall be entitled to all the privileges as Members of the Society, providing their membership has not lapsed.

2 3.3 Honorary membership of the Society may be awarded by the Committee to a party or parties who, in the opinion of the Committee, have rendered outstanding service to the Society. Such membership shall carry all privileges available to Ordinary Members, and may be reviewed annually by the Committee with a view to continuance. Award of Honorary Membership/s shall be reported on at the next A.G.M. of the Society. 4. FINANCE: 4.1 The Society's administration and financial year shall extend from the 1st day of January to the 31st of December of each year. The Society's membership year shall extend from the 1st day of March of the current year until the last day of February of the following year. 4.2 All membership subscriptions to the Society should be remitted in full by post to the Society's advertised post office box or by such other means as may be in common business practice or communicated to Members from time to time. Membership renewals shall reach the Society by not later than the first day of June of the current year. 4.3 Persons who fail to renew their membership by the first day of June of the then current year shall be deemed to have lapsed their membership of the Society and shall no longer be entitled to the rights and privileges enjoyed by Members. However, renewals submitted subsequent to the above date will be accepted by the Society on payment of the full current membership fee. 4.4 Any person seeking to join the Society as a new Member on or after 1 st day of April, will pay membership pro rata according to the number of months remaining in the membership year. This concession shall, however, apply only to bona fide NEW Members and shall not be available to any of the previous year's Members. 4.5 The Society will open a Current Account with a reputable Bank in George. Three Members of the Committee of the Society shall have signing authority for all withdrawals and the transfer of funds from the account. Any two such authorised signatures shall be required for all such transactions. 4.6 The Society will open a savings or other such interest bearing Account with. the same Bank in George for the purpose of

3 investing any surplus funds which may accumulate in the Current Account. Any amount exceeding R2000 may be transferred to such interest bearing Account as the Treasurer, with Committee approval, may deem fit. Funds transferred out of this Account shall only be transferred to the Current Account and any such transfers shall be authenticated by any two authorised signatories as referred to in 4.5 above. 4.7 Only Committee Members of the Society may, with prior Committee approval, spend Society money or incur a debt with Society funds and the limit of individual spending will be decided in Committee, depending upon that Member's appointment and duties. Any such expenses, including items of a petty cash nature, must be claimed within 7 days of the applicable event giving rise to the expenditure. 4.8 Committee Members seeking, with Committee approval, to recover the cost of their authorised telephone or cellular telephone expenses incurred during the immediate previous three months, strictly on Society business, will submit their claims to the Treasurer every three months or sooner on receipt of personal 'Telkom' accounts or cellular service provider accounts if available. Such accounts may be required for perusal by the Committee. 4.9 The Treasurer shall account to the Society at the next Committee meeting following a concert or concerts with a full written account of all expenses incurred, including fees paid to artistes, as well as details of income derived from such concert/s and the resultant profit or loss of the concert/s. The Treasurer shall also report on the present status of both Current and Interest Bearing Accounts. These reports will be incorporated into the Minutes of the Meeting All Society funds in the possession of the Treasurer or other Committee Member must be banked within 3 business days of receipt. Petty cash not exceeding R500 may be retained by the Treasurer for small incidental payments. All payments from the Society's Current Account will be effected in accordance with the provisions of para. 4.5 above EXCEPT THAT, where so required and with the Committee's prior knowledge, disbursement in cash in settlement of artistes fees or other major costs pertaining to any

4 concert may be effected subject to proper and official receipts being obtained When Society funds are being accrued from the sale of concert tickets by an agent of the Society, such monies will be collected from the said agent by the Treasurer or nominated deputy and banked within 2 business days The Account records of the Society will be made available to an external auditor appointed by the Committee, for examination and reporting and presenting at the Annual General Meeting, unless Society funds are less than R5000, in which event a suitably qualified Member, other than a Committee Member, may examine the Society's financial records in preparation for the A.G.M. The Committee shall protect the Members from liability and ensure that the income and assets of the Society be applied solely towards the promotion of its aims and objectives, with no portion thereof being paid or transferred in any way to any Member, except that nothing herein shall prohibit the payment of bona fide remuneration to anyone in consideration of any service rendered to or expenses incurred on behalf of the Society. 5. ANNUAL GENERAL MEETINGS (A.G.M.s) AND EXTRAORDINARY GENERAL MEETINGS (E.G.M.s) 5.1 The Annual General Meeting (A.G.M.) of the Society shall be held during the month of February each year, upon written notice of such Meeting having been given to all Members of the Society at least 21 clear days prior to the Meeting, and such notice shall include an Agenda for the Meeting with provision for proxy voting should a Member so wish. Any Member seeking to include an item for discussion under the heading "Any Other Business" must notify the Secretary in writing at least seven days prior to said Meeting. Matters not raised in this way will not be included in the Agenda. 5.2 Extraordinary General Meetings (E.G.M.s) may be convened as a result of any paid-up Member informing the Secretary in writing of a need for the E.G.M., which request must be supported by at least ten paid-up Members whose signatures are appended to the request. The Secretary will treat the request for an E.G.M. exactly as required for an A.G.M. except that a quorum for an E.G.M. shall consist of 10% of the paid-up

5 Members of the Society and must include those Members who supported the request. 5.3 A quorum for the A.G.M will consist of 10% of the paid-up Members of the Society. Persons attending for the purpose of joining the Society will not be counted as part of the quorum. In the event of a quorum not being available, the Meeting shall adjourn and re-convene within 7 days, at which time any number of such paid-up Members as are present shall form a quorum. 5.4 At each A.G.M. reports will be delivered by the Chairperson on the Society's activities during the previous year and the proposed programme for the current year, and by the Treasurer who will provide an audited statement of account and a report of the financial affairs of the Society during the previous year. Such reports shall be in writing and shall form part of the Minutes of the Meeting. 5.5 The final item on the Agenda will always be the appointment of a new Committee to avoid that Committee having to attend to routine Agenda matters immediately on appointment. All Members of the outgoing Committee should make every effort to be in attendance, unless written apologies for their absence have been received. Committee Members available for re-election must attend the Meeting in any event. Failure to do so will leave the appointment vacant. 5.6 All new nominations for Committee appointments must be in writing with a proposer and a seconder and also countersigned as acceptance of nomination by the nominee, all of whom must be paid-up Members. In the event of there being insufficient Members nominated in writing prior to the A.G.M. then the Members present at the Meeting should be asked to volunteer for office for the year, until the full Committee has been appointed. In the event of there being nominations in excess of requirements, then there will be a ballot to select the required numbers of Committee Members. Should there be insufficient nominations to fill the required number of Committee positions, then the Meeting shall co-opt, or shall authorise the Committee as appointed to co-opt, such additional Members as may be required.

6 6. THE COMMITTEE. 6.1 The Committee will consist of Chairperson, Vice-Chairperson, Secretary, Treasurer and Vice-Treasurer, and an adequate working team. The task of nominating executive appointments, including that of Chairperson, is for the Committee alone, at their first Committee meeting. The Chairperson's term of office may be for a period of three (3) years and may be extended for a further period not exceeding 3 years. Former Chairpersons may offer themselves for re-appointment for a further term of three years after two (2) years have elapsed since their last holding of that office. Committee Members may stand for an initial period of three (3) years, and may, at the end of such period, offer themselves for re-election for a further period of three (3) years. Further appointments shall be subject to formal new nomination procedure as set out in 5.6 above. 6.2 The Committee may, at its discretion, eo-opt such additional Members as it may deem necessary to fill any vacancy on the Committee for reasons of maintaining continuity or to meet such changing circumstances as may necessitate enlarging the Committee. Such appointees shall be considered as full Members of the Committee with full voting rights on all Committee proceedings until the end of the current year, at which time they may offer themselves for re-election as set out above. 6.3 The Committee may co-opt other paid-up Society Members to form a sub-committee for a particular task related to a concert or concerts or to advise thereon. Such appointment will cease once the task/s or advices have been completed. There are circumstances when the task is on-going throughout the year, but the appointment will terminate in any event at the next A.G.M. Such sub-committees shall appoint a Chairperson, hold regular meetings at which written Minutes will be taken and reported to at the next Committee Meeting, where they shall form part of the official Minutes of that Meeting. Co-opted Members cannot offer themselves for re-election at the next A.G.M. unless they have been appointed as full Members of the Committee during the current year, but may be routinely nominated as is any other Member (Para.S.6 above refers). Coopted Members will have the same voting rights during their term of office as full Committee Members, but such rights shall apply

7 only to decisions relating to the circumstances of their appointment 6.4 The Committee of the Society shall meet at least six times per annum and also at such other times as are appropriate in respect of programmed concerts, or at the discretion of the Chairperson if considered necessary. The venue for each meeting is by agreement between the Committee Members. For the furtherance of its aims and objectives the Society, through the Committee, shall cause Minutes of Committee Meetings and General Meetings to be recorded and such Minutes, when signed by the Chairperson, shall be conclusive evidence of the business transacted at that Meeting. The preparation, recording and maintaining of such Minutes shall be the responsibility of the Secretary or a deputy designated by the Committee. 6.5 Committee Members must submit their prior apologies to the Secretary in the event of their being unable to attend a particular Committee Meeting. Absence without apology is discourteous, and failure to attend three (3) consecutive Meetings, with or without apologies, will be assumed to be vacating their appointment to the Committee, in which case another paid-up Member of the Society may, with full Committee approval, be appointed or co-opted to fill the vacancy until the following A.G.M Such appointment shall carry full voting rights at Committee Meetings. 6.6 Provision shall be made to hold an annual Young Musicians Concert. A Committee Member shall be responsible for direct liaison with the local music teachers. The selection of adjudicators and the raising of sponsorships for this concert and to finance the provision of trophies, replicas, engraved identification plates, and cash or other suitable prizes, will be the responsibility of the full Committee. 7. LEGAL PROCEEDINGS. 7.1 Neither the Society nor any Member on behalf of the Society shall institute legal proceedings in the name of the Society, without the approval of the Committee, whose discretion shall be absolute. In the event that legal proceedings are instituted against the Society or against any Member in his capacity as a Member, the Committee shall nominate an attorney for the conduct of the proceedings.

8 8. DISSOLUTION OF THE SOCIETY. 8.1 In the event that the George Music Society should be dissolved at either an EG.M. or an A.G.M. of the Society, all assets of the Society shall, without exception, be disposed of by sale, with preference to Society Members. Alternatively, assets may be offered for sale to any other Society with similar aims and objectives, or to any other person as a last resort. Any funds held in bank or other accounts will, after any outstanding debts have been paid and an audit carried out, be evenly distributed between the paid-up Members of the Society. 9. AMENDMENTS. 9.1 Amendments to this Constitution shall only be made at an A.G.M or E.G.M, after proper notification of such proposed amendments has been given to all ordinary paid-up Members of the Society. Approved at the Annual General Meeting of the Society held at George on Wednesday the 20 th day of February, Signed PETER J.MUNDELL CHAIRPERSON

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