The Constitution

1) Title and Association

The Society shall be called LLANDAFF CATHEDRAL CHORAL SOCIETY and to establish and maintain the association with Llandaff Cathedral the Chairman of the Society shall be the Dean for the time being of Llandaff Cathedral (hereinafter called "The Dean").

2) Object

The object of the Society is the glory of God through the study and practice of choral music in order to foster the public knowledge and appreciation of such music by means of public performances and in furtherance of this object but not otherwise the Society through its Committee shall have the following powers:

a) to promote concerts of choral works and other musical works of educative value with particular reference to little-known works,

b) to purchase acquire and obtain interests in the copyright of or the right to perform any such musical works,

c) to purchase hire or otherwise acquire music plant machinery furniture fixtures fittings scenery and all other necessary effects,

d) to raise funds and invite and receive contributions from any person or persons whatsoever by way of subscription donation and otherwise provided that the Society shall not undertake any permanent trading activities in raising funds,

e) to do all such lawful things as shall further the object of the Society.

3) Management

The Society shall be managed by a Committee consisting of the following Honorary Officers and Persons:

a) Deputy Chairman

b) Honorary Treasurer

c) Honorary Assistant Treasurer

d) Honorary Secretary

e) Honorary Assistant Secretary (Minutes)

f) Honorary Assistant Secretary (Membership)

g) Honorary Librarian

h) Six members of the Society

4) Election and Retirement of Officers and Committee

a) The Committee other than the Deputy Chairman shall hold office until the conclusion of the Annual General Meeting at which its successors are elected.

b) The Deputy Chairman shall be appointed by the Dean and Chapter of Llandaff Cathedral. The Deputy Chairman shall hold office until retirement or removal from office by the Dean and Chapter.

c) With the exception of the Dean and the Deputy Chairman each candidate for membership of the Committee shall be proposed and seconded by two members of the Society at the Annual General Meeting. If more names are proposed than the number required to fill the vacancies an election shall be by ballot at such meeting unless the Chairman directs otherwise. The Chairman may at any time in consultation with the Honorary Officers select any member of the Society to fill any vacancy in the Committee. No candidate for post (b) (c) (d) (e) (f) and (g) of Paragraph 3 may hold office if the Dean and Chapter shall in their absolute discretion express disapproval of the appointment at any time before or after that person's election. No person may be elected to the Committee under Paragraph 3(h) if that person has already served in a similar capacity for the two consecutive years immediately preceding.

5) Meetings of Committee

The Committee shall meet when convened by the Dean, the Deputy Chairman or the Honorary Secretary.

Notice of meetings shall be sent to each member of the Committee. The Honorary Secretary shall call a Committee meeting within 10 days of receiving a request to that effect signed by at least five members of the Committee. A quorum shall be five members three of whom shall be either the Dean, the Deputy Chairman, the Honorary Secretary, the Honorary Treasurer or their assistants. In the event of equality of votes the Chairman of the meeting for the time being shall have a second or casting vote.

The Committee may invite external advisors to attend meetings in furtherance of the object of the Society.

6) Co-option and the appointment of Sub-Committees

The Committee shall have the power to appoint Sub-Committees and to co-opt persons from the membership of the Society for the performance of specific tasks and to delegate to such Sub-Committees and co-opted members all or any of its powers save that no Sub-Committee or co-opted members may incur any expenditure without the express consent of the Committee. All Sub-Committees and co-opted members shall report to the Committee when required and in the manner required by the Committee.

Where the requirement for tasks allocated to Sub-Committees or co-opted members extends over a period which includes an Annual General Meeting, the tasks and their allocation shall be reviewed by the incoming Committee.

7) The Conductor

a) The Conductor shall be appointed by the Dean and Chapter of Llandaff Cathedral on the nomination of the Committee (which shall whenever possible put forward two names in order of preference) and shall hold office until retirement or removal from office by the Dean and Chapter. The conductor shall receive remuneration on such conditions as shall be decided by the Committee.

b) The Conductor shall be invited to attend Committee meetings as required to advise the Committee on matters within the Conductor's contractual remit.

8) Administration

a) The Deputy Chairman shall be responsible for the ongoing functional management of the Society.

b) The representative of the national organisation called Making Music (NFMS) shall be appointed by the Deputy Chairman in an agreed manner from one of the officers specified in Sub-Paragraphs (d), (e) or (f) of Paragraph 3.

c) The functional duties associated with Platform Management and the preparation of material associated with Publicity, Tickets, Programmes, Posters and the arrangement of Social Events shall be allocated in an agreed manner by the Deputy Chairman to those specified in Paragraph 3(h) and/or by co-option from the membership as necessary.

9) Discrimination and Data Protection

The Society recognises its responsibility to comply with all current and relevant legislation, for example the Disability Discrimination Act 1995 and the Data Protection Act 1998. The Committee shall take all reasonable precautions to ensure that this responsibility is fulfilled.

10) Annual General Meeting and Special General Meetings

a) The Annual General Meeting of the Society shall be held every year upon a date fixed by the Committee to consider the accounts of the preceding financial year, to elect the Committee with the exception of the Chairman, the Deputy Chairman and the Conductor and to consider any other appropriate business.

b) The Dean may at any time call a Special General Meeting and must do so within 21 days of receiving a written request for a Special General Meeting signed by at least 12 members of the Society. Such request shall specify the business for which the meeting is to be convened.

c) At least 14 days before the Annual General Meeting or any other Special General Meeting a written notice of such meeting and of the general nature of the business to be transacted thereat shall be sent to every member and no other business shall be brought forward at such meeting without the consent of the Chairman.

11) Quorum at General Meetings

No business other than the formal adjournment of the meeting shall be transacted at any General Meeting unless a quorum of at least one tenth of the members shall be present.

12) Regulations at General Meetings

Unless otherwise provided by the Constitution all motions presented at a General Meeting shall be decided by a simple majority of the votes properly recorded thereat and in the case of equality the Chairman of the meeting shall have a second or casting vote. Every member present shall have one vote upon every motion.

13) Constitution and Membership

a) Membership shall be open to all those having sympathy with the object of the Society and desiring actively to further it and who pay the annual subscription prescribed under the Constitution.

b) Application for membership shall be made to the Conductor. All candidates shall be assessed by the Conductor regarding their suitability for membership and the Conductor shall make recommendations to the Committee whose decision shall be absolute. If the Committee endorses the Conductor's recommendation the candidate shall be deemed to be elected a member of the Society and the name and address of the new member shall be given to the Honorary Secretary (Membership).

c) The Committee may at its discretion reward with Life Membership those members whose time with the Llandaff Cathedral Choral Society is considered significant in terms of their office, or in the general running of the Society, or in their continued support.

Life Membership imposes no obligation upon those persons so distinguished but is simply a mark of the Society's respect and thanks. Life Members will at the Committee's discretion have all the usual rights of membership but are not obliged to pay a membership subscription, but nevertheless may be subject to dismissal from membership in accordance with Paragraph 14 of the Constitution.

14) Dismissal

If any member appears to compromise the interests of the Society the Conductor may recommend to the Committee that the offending member should be invited to resign by a date specified (hereafter called "the appointed day"). If the member does not so resign the Conductor shall refer the matter to a special meeting of the Committee to be held within 4 weeks after the appointed day. The member whose dismissal is sought shall have written notice of such meeting and may address the Committee orally or in writing. If the Committee resolves to dismiss the offending member its decision shall have immediate effect.

15) Subscriptions and Cessation of Membership

a) The annual subscription to the Society shall be such sum as the Society in Annual General Meeting from time to time decides and shall be paid by each member before 31st October in each year or within one month of joining the Society save that by arrangement with the Treasurer subscriptions may be paid by instalments.

b) Any member whose subscription remains unpaid after the period specified in Sub-Paragraph (a) shall immediately cease to be a member.

c) The Committee may at any time and from time to time but not more than once in each performing year raise a levy on each member not exceeding the annual subscription for the time being.

16) Auditors

At every Annual General Meeting one or more independent persons not being members of the Society shall be appointed to serve as Auditor for the ensuing year. If a vacancy occurs in the office of Auditor during the ensuing year the Committee shall seek to appoint an independent replacement.

17) Financial Year

The Financial Year of the Society shall end on the 31st July in each year.

18) Finance

a) The Society may maintain such banking accounts as the Committee may from time to time authorise.

b) All cheques drawn on the Society's accounts shall be signed by any two of the Deputy Chairman the Honorary Treasurer the Honorary Secretary and the Honorary Assistant Treasurer.

19) Works Performed

The Conductor's choice of music for the Society and the date and time for the performance of such music shall be subject to the approval of the Committee.

20) Decisions of the Dean and Chapter

Written authority purporting to be signed by the Dean or the Chapter Clerk for the time being of Llandaff Cathedral shall be sufficient evidence of any resolution or decision made by the Dean and Chapter relating to the Society or its Constitution.

21) Dissolution

The Society may be dissolved by a majority of the members present and voting at a Special General Meeting called for the purpose of considering such dissolution. In the event of dissolution any balance of funds remaining in hand after realisation of assets and payment of debts shall not be distributed among the members of the Society but shall be applied for such similar charitable purposes as the Committee shall determine. The Committee for this purpose shall consist of the members of the Committee immediately prior to dissolution who shall remain in office until disposal of the Society's funds and other assets. It shall be the Committee's duty to consult the Dean and Chapter as to the disposal of such funds and assets but shall not be bound by their views.

22) Insolvency at Dissolution

If after the Society has been dissolved it is found that the liabilities exceed the assets the outstanding balance of the Society's debts shall be borne by all members at the time of dissolution in equal shares. A person shall be deemed to be a member for the purpose of this paragraph if that person has been a member at any time during the twelve months prior to dissolution.

23) Interpretation of the Constitution

The Committee shall have power to decide any questions arising out of the Constitution and of all other matters connected with the Society other than those which can only be decided by the Society in a General Meeting.

24) Alteration of the Constitution

a) No alteration to the Constitution shall be made except at a General Meeting nor unless 14 days prior to such meeting a written notice of the proposed alteration or of one substantially to the like effect shall first have been given to the Secretary who shall give seven days notice thereof to the members. To be valid the resolution embodying such proposed alteration shall be carried by a majority of at least two-thirds of the votes recorded thereon at the meeting.

b) No alteration may be made to Paragraphs 2, 21 or 24 without the approval of the Charity Commissioners for England and Wales or other authority having charitable jurisdiction from time to time and no alteration shall be made to any paragraph which would cause the Society to cease to be a Charity at Law.

c) No alteration to the paragraphs specified in Sub-Paragraph (b) shall take effect until it has been approved by the Dean and Chapter of Llandaff Cathedral.

29 September 2009