1 The Association shall be known as "MUSIC:LINK"
2. The objectives of the Association are:
a To educate and promote the education of individuals within the Lincolnshire and East Midlands area through the participation, study and appreciation of the art and science of music so that their personal, creative and artistic development may be enhanced.
b. To promote any other charitable purposes that the trustees from time to time determine.
3. Full membership of MUSIC:LINK shall be open to:-
a. Individuals of 18 years and over who are interested in furthering the work of MUSIC:LINK and who have paid the annual subscription as determined from time to time by the Executive Committee hereinafter mentioned.
b. National, international and local voluntary or other non-profit distributing organisations, whether corporate or unincorporated, that are interested in furthering the said work of MUSIC:LINK and have paid the annual subscription as aforesaid.
c. Business organisations, whether corporate or unincorporated, that are interested in furthering the said work of MUSIC:LINK and have paid the annual subscription as aforesaid.
d. Associate Membership may be granted, at the discretion of the Executive Committee, to organisations with similar objectives to Music:Link or to individuals within an existing Full membership to cater for separate mailing requirements. Associate members shall be entitled to vote only if they are representing the Full Member.
4. Junior membership shall be open to those under the age of 18 years who are interested in furthering the work of MUSIC:LINK. Junior members shall not be entitled to vote.
5. Honorary members may be appointed at the discretion of the Executive Committee. Honorary members shall not be entitled to vote.
6. Each member organisation shall appoint one individual person to represent it and vote on its behalf at General Meetings of MUSIC:LINK. In the event of such individual person resigning from or otherwise leaving an organisation, he or she shall forthwith cease to be a representative thereof.
7. Each member organisation may appoint:-
a A deputy to replace its appointed representative if the latter is unable to attend any particular meeting of MUSIC:LINK
b. Observers to attend any such meeting. These observers shall not be entitled to vote on proposals at the meetings.
8. The Executive Committee of MUSIC:LINK shall have the right:
a. To approve or reject applications for membership
b. For good and sufficient reason, to terminate the membership of any individual or organisation PROVIDED that the individual member concerned or the individual representing such organisation (as the case may be) shall have the right to be heard by the Executive Committee of MUSIC:LINK before a final decision is made.
9. At the Annual General Meeting hereinafter mentioned, the Association shall elect a Chairman, Vice-Chairman, Treasurer, General Secretary and such other Honorary Officers as the Association shall from time to time decide.
10. The offices of Chairman and Vice-Chairman shall become vacant in alternate years. The Honorary Officers of the Association shall hold office until the conclusion of the next Annual General Meeting after their election but shall be eligible for re-election.
11. The Chairman and Honorary Officers shall be ex officio members of the Association, the Executive Committee and of any other committee.
12. The Association shall appoint one or more qualified independent examiners and may determine their remuneration (if any).
13. Subject as hereinafter mentioned the policy and general management of the affairs of the Association shall be directed by an Executive Committee (hereinafter called `the Committee') which shall meet not less than four times a year and, when complete, shall consist of not less than four and not more than twelve members.
14. The members of the Committee shall be elected at the Annual General Meeting of the Association.
15. Election to the Committee shall be for a term of one year.
16. In addition to the members so elected and to those serving by virtue of clause 11 above, the Committee may co-opt up to two further members being full members of the Association, whether individual or representative, who shall serve until the conclusion of the next Annual General Meeting after individual co-option PROVIDED THAT the number of co-opted members shall not exceed one third of the total membership of the Committee at the time of co-option. Co-opted members shall be entitled to vote at meeting of the Committee.
17. Any casual vacancy in the Committee may be filled by the Committee and any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for election at that meeting.
18. The proceedings of the Committee shall not be invalidated either by a failure to elect or any defect in the election, appointment, co-option or qualification of any member.
19. An Emergency Committee consisting of the Chairman, Treasurer and General Secretary and one other committee member may be appointed with power to deal with any matter arising as an emergency. Any decisions or action taken by this Emergency Committee must be reported to the full Committee as soon as convenient.
20. The Committee may appoint such special or standing committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, composition and duration. All acts and proceedings of such special or standing committees shall be reported to the Committee as soon as possible.
21. The committee shall have power to establish local branches for the furtherance of the said objects. Each branch so established shall comply with and be subject to the following regulations:
a. The branch shall act in pursuance of the said objects and of the policy of the Association and shall be subject to such conditions as may from time to time be laid down by the Committee.
b. The title of the branch shall be subject to the prior approval of the Committee. No branch shall be entitled to use the expression MUSIC:LINK in its title unless at least one member of the branch's governing body is a full member of the Association.
c. The branch will be deemed to have adopted the model rules for branches as prescribed from time to time by the Committee unless it has, with the prior approval of the Committee, adopted other rules.
d. The branch may publish literature solely in the name of the branch for local purposes but such literature shall not contain any statement contrary to the said objects or the policy of the Association.
e. Representations of whatever kind to other bodies and/or individuals may only be made by the branch through or with the prior approval of the Committee.
f. All legacies bequeathed to the Association shall be received by the Treasurer or other appropriate officer of the Association but, subject to any special trusts by which such legacies may be affected, the Committee shall have power to direct that any legacy or the income therefrom shall be paid to a particular branch.
g. The branch may be empowered by the Committee to receive donations and any money received or raised by it may be expended by the branch in its area solely for the furtherance of the said objects.
h. Subject to these regulations, the branch may generally manage its own affairs and shall be solely responsible for its own debts and liabilities and shall not pledge the credit of the Association or that of the Committee or of any individual member of the Committee.
MEETINGS OF THE ASSOCIATION
22. ANNUAL GENERAL MEETING An Annual General Meeting of the Association shall be held every year at a time (not being more than 15 months after the holding of the preceding Annual General Meeting) and place as the Committee shall determine. At least 21 clear days’ notice shall be given in writing by the General Secretary to each member. At such Annual General Meeting the business shall include the election of Honorary Officers; the election of full members to serve on the Committee; the appointment of an independent examiner or examiners; the consideration of an annual report of the work done by or under the auspices of the Committee and of the examined accounts; and the transaction of such other matters as may from time to time be necessary.
23. EXTRAORDINARY GENERAL MEETING
An Extraordinary General Meeting of the Association may be called:
a. By the Chairman of the Committee at any time at his/her discretion.
b. By the General Secretary, when requested by not less than 12 full members, whether individual or representative, giving written, signed notice with reasons for the request. The General Secretary shall call an Extraordinary General Meeting of the Association within 21 days of receiving such a request.
NOMINATIONS OF HONORARY OFFICERS AND COMMITTEE MEMBERS
24. Only full members of the Association, either individuals or representatives, shall be eligible to serve as Honorary Officers or members of the Committee. Nominations for Honorary Officers or members of the Committee must be made by full members of the Association in writing and must be in the hands of the General Secretary at least 14 days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot or by a system of postal voting, the arrangements for which shall be made by the Committee. [Election by postal vote is an alternative to the normal ballot procedure and is generally only suitable where the membership (or a majority) is handicapped or far-flung.]
RULES OF PROCEDURE AT MEETINGS
The quorum at a meeting of the Committee or any committee appointed under Clause 20 hereof shall be one third of the membership of the Committee or committee (as the case may be) (or such other number as the Association may, in General Meeting, from time to time determine).
a. All questions arising at any meeting of any committee shall be decided by a simple majority of those present and entitled to vote thereat (save as otherwise herein provided). In any such committee meeting, no person shall exercise more than one vote, notwithstanding that he or she may have been appointed to represent two or more interests. In case of an equality of votes the chairman of the meeting shall have a second or casting vote.
b. At any General meeting of the Association, all questions arising shall be decided by a simple majority of those present and entitled to vote thereat (save as otherwise herein provided). Arrangements for proxy voting may, from time to time, be made by the Committee PROVIDED ALWAYS THAT no such arrangements shall be made without regard to Clauses 36 and 37 hereof. In any such General meeting, a person representing two or more interests may exercise voting rights on behalf of each and every such interest. In case of an equality of votes the chairman of the meeting shall have the casting vote.
Minute books shall be kept by the Committee and all other committees, and the appropriate secretary shall enter therein a record of all proceedings and resolutions.
28. STANDING ORDERS AND RULES
The Committee shall have power to adopt and issue Standing Orders and/or Rules for the Association. Such Standing Orders and/or Rules shall come into operation immediately PROVIDED ALWAYS that they shall be subject to review by the Association in General Meeting and shall not be inconsistent with the provisions of this Constitution.
29. All moneys raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose PROVIDED THAT nothing herein contained shall prevent the payment, in good faith, of reasonable and proper remuneration to any employee of the Association or the repayment to members of the Committee or of any committee appointed under Clause 20 hereof of reasonable out-of-pocket expenses.
30. The Honorary Treasurer shall keep proper accounts of the finances of the Association.
31. The accounts shall be examined at least once a year by the independent examineror examiners appointed at the Annual General Meeting.
32. A statement of the examined accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting as aforesaid.
33. A bank account shall be opened in the name of the Association with such bank as the committee shall from time to time decide. The Committee shall authorise in writing the Chairman, Treasurer, the General Secretary of the Association and other members of the Committee to sign cheques on behalf of the Association. All cheques must be signed by not less than two of the authorised signatories.
34. The financial year shall end on March 31st.
35. The Association may receive donations, grants in aid and financial guarantees. Tickets for any or all of its concerts and other events may be offered for sale to the public.
ALTERATIONS TO THE CONSTITUTION
36. Any alteration of this Constitution shall receive the assent of not less than two thirds of full membership of the Association present and voting at a meeting specially called for the purpose PROVIDED THAT notice of any such alteration shall have been received by the General Secretary in writing not less than 21 clear days before the meeting at which the alteration is to be proposed. At least 14 clear days' notice in writing of such a meeting, setting forth the terms of the alteration, shall be sent by the General Secretary to each member of the Association.
37. If the Committee, by a simple majority, decide at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association, it shall call a meeting of all members of the Association who have power to vote, of which meeting not less than 21 days' notice (stating the terms of the Resolution to be proposed thereat) shall be given. If such decision shall be confirmed by two thirds majority of those present and voting at such meeting, the Committee shall have the power to dispose of any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such charitable institutions having objects similar to the objects of the Association as the Committee may determine.
38. Any notices may be served by the General Secretary on any member either personally or on its appointed representative as the case may be, or by sending it through the post in a pre-paid letter addressed to such member at his, her or its last known address in the United Kingdom, any letter so sent shall be deemed to have been received within ten days of posting.
39. All clauses within this Constitution shall be interpreted teleologically.