Cowal Choral Club Constitution

The Constitution of Cowal Choral Club adopted by members in attendance at the AGM of October 2022

• “Charity”: means Cowal Choral Club (CCC) which is a charitable organisation regulated by the Constitution.
• “Constitution”: means this document as adopted by members dated 17 August 2021 and for the time being in force.
• “Charities Act”: means the Charities and Trustees Investment (Scotland) Act 2005
• “Document”: means any written communication in any form including (inter alia) on paper, emails and text messages or by means of other social media. “HMRC”: means Her Majesty’s Revenue & Customs
• “Member”: means a person who is admitted to membership in accordance with this Constitution
• “OSCR”: means the Office of the Scottish Charities Regulator
• “Rules”: means the Charity’s rules of membership, a copy of which is provided to each member, as amended from time to time in accordance with this Constitution.

• Cowal Choral Club is an inclusive community group of singers and performers who share a passion for delivering quality public entertainment through the power of music and musical theatre.
• Cowal Choral Club shall perform regularly and we commit to make every performance better than the last.
• Cowal Choral Club is committed to driving up quality, to innovate, and to challenge our members to be the best they can be.
• We recognise that CCC succeeds when each member succeeds and we encourage and support the development of each member's vocal and acting performance, and we encourage our members to commit to support and mentor the development of others within CCC, for the good of CCC.

Our members come from a variety of backgrounds and we want to foster professional performances with an integrated and inclusive chorus community. We strive for:

• Excellence - delivering high quality performances through education, learning, musicianship, music and performance
• Commitment - producing excellence through passion, preparedness, presence and perseverance
• Social Inclusion - delivering a positive community engagement programme
• Respect - a positive personal development culture empowers our members to grow through mutual trust and openness
• Fun - we want our members to benefit from positive wellbeing and mental health

• We want to entertain groups, communities, and members of the public, in Cowal, in Scotland, and in such other places as determined by the members, by delivering music concerts and musical theatre performances which add positivity, wellness, and improve the public’s mental health.
• We want to deliver positive and inclusive performance experiences for a diverse membership community.
• We want to help our members to develop and improve their singing and acting performance skills, their personal confidence, and their wellbeing.

The Management Committee (MC) is elected from the Membership and it is responsible to the Members for ensuring the Charity acts in good faith in the implementation and delivery of the Aims and Objects and their Annual Plan. The MC must act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person, and the MC must not receive any payment of money or gain any material benefit from their service except:

• reimbursement for reasonably incurred expenses incurred in the pursuit of the Aims and Objects
• an indemnity in respect of any liabilities properly incurred in carrying out the Aims and Objects (including the costs of a successful defence to criminal proceedings)
• payments or benefits permitted in terms of the Charities Act

Any breach of the principles and rules contained within this Constitution by a member of the MC should be immediately corrected by the MC member concerned and not repeated. A MC member can be removed from the MC if a serious breach, or persistent breach of the Constitution rules, or conflict with the Aims and Objects of the Charity occurs. The MC shall be able to enter into legal and financial agreements for CCC in the pursuit of the Aims and Objects with the financial responsibility for this resting on the resources of CCC, not on individual members whose names appear on the agreement because they are office- bearers. Examples of the powers of the Charity in pursuit of the Aims and Objects and attributed to the Management committee, subject always to such consents as may be required by this Constitution and by law include:

• acceptance or disclaim of any gifts of money, legacy, or other property
• raise funds by way of subscription, donation or otherwise
• trade in the course of carrying out the Aims and Objects and carry out any othertrade which is not expected to give rise to taxable profits
• sell, lease or otherwise dispose of property or premises
• borrow or raise money and to give security for money borrowed or grants or other obligations by mortgage, charge, lien, or other security on the Charity’s property and assets.
• set aside funds for particular purposes or as reserves against future expenditure
• co-operate with other bodies and to exchange information and advice with them
• provide or procure the provision of advice
• publish and distribute books, pamphlets, reports, leaflets, instructional matter, and any other form of information and in or on any media
• employ and remunerate any person or persons as necessary
• procure such insurance policies as may be necessary to protect the Charity
• provide indemnity insurance to the Management Committee or any other officer of the Charity in accordance with and subject to the conditions in section 68A of the Charities Act; and
• do anything which is calculated to further the Aims and Objects or is conducive or incidental to doing so

Conflict of Interest

In circumstances giving rise to the possibility of a conflict of interest between the Charity and any other party, the MC must put the interest of the Charity before that of another party, and where any other duty prevents them from doing so, they must disclose the conflicting interest to the Charity and refrain from participating in any deliberation or decision of the other MC office bearers with regard to the matter in question.

Register of MC

CCC Secretary must maintain a register of all Management Committee members as follows:

• Current MC Members
• Full name and address
• their date of appointment the office they hold within the Charity
• Prior MC members details held for at least six years from the date in which they cease to be an office-bearer
• name
• office held
• date they ceased to be an office bearer

The MC shall consist of eight (8) individual office bearers as follows:

President

The President delivers the Strategy for the continued success and sustainability of CCC. The President communicates their Strategy and Vision by preparing an Annual Plan for presentation at each AGM. The Annual Plan contains the agreed Budgets and responsibilities for each member of CCC Management Committee. The President Chairs the Management Committee and ensures that the Constitution and Governance is maintained. The President will chair monthly and quarterly committee meetings to ensure that the annual plan is achieved, and as a minimum will present the Annual Report & Plan to the members at the AGM. The President will provide the CCC Secretary with an agenda for each meeting and the Secretary will ensure this agenda is distributed to all Management Committee members and other attendees in advance of the relevant meeting.

Logistics Secretary

The Logistics Secretary is the GOTO person for organising assets required for the events programmes and is responsible for managing and maintaining CCC assets and logistics. This role is vital for the success of our events and this role gets the right people, to the right places, at the right time! The Logistics Secretary will ensure that our
venue partners have the right paperwork, and our people have the correct staging, costumes and music on time. The Logistics Secretary works alongside other committee members who collectively ensure the deadlines are met and our public is not disappointed. Assets include: Costumes; Music; Venues; stage props; music stands; etc.

Concert Secretary

The Concert Secretary is the GOTO person for all matters affecting our Chorus' singing performances. This involves working in partnership with the wider Management Committee and the Musical Director to help in the development and communication of the annual singing programme agreed by the Management Committee. It is the role of the Concert Secretary to work with the Music Director to; maximise our membership's enjoyment of their performance in concerts; to support the Part Reps; to devise programmes which encourage and mentor our singing members to be the best that they can be. Fundamentally, the Concert Secretary must achieve the maximum return, in terms of membership enjoyment and public performance success, for the allocated budget agreed.

Production Secretary

The Production Secretary is the GOTO person for all matters affecting our Chorus' theatre performances. This involves working in partnership with the wider Management Committee plus the Producer, Musical Director, and the backstage crews to help in the development and communication of the annual theatre performance programme agreed by the Management Committee. It is the Production Secretary's role to; maximise our membership's enjoyment of their performances; to devise an inclusive and accessible programme which supports and encourages our members in their personal development. Fundamentally, the Production Secretary must achieve the maximum return, in terms of membership enjoyment and public performance success, for the allocated budget agreed.

CCC Treasurer

The CCC Treasurer is the GOTO for cash and control of budgets! The main duties of The Treasurer will include the monitoring and reporting of cash flow and the recording of banking transactions. Transactions recorded could include: fundraising; membership fees; development events; public concerts; general expenses and supplier payments. The Treasurer will ensure that receipts are logged, and an accurate record is kept of all incoming and outgoing financial transactions. The treasurer will provide a monthly and quarterly financial management reports to the Committee, and work with the auditor to present an annual accounts and report to the AGM

Membership Secretary

The Membership Secretary is a key role in the delivery of our public profile and continuous marketing of our Chorus and its events with the aim of attracting new membership enquiries and maximising event ticket and sponsorship sales. This role maintains and manages CCC brand, the PR, and the social media profiles of CCC via an active programme that is designed to keep the existing members informed, active, and retained through creative campaigns for publicising events, promoting CCC and it's activities to the public via offline and online activities, and keeping our members, prospective members, patrons and sponsors regularly updated with CCC activities via website, social media, and via a regular newsletter and blog. The role will also develop, implement, and maintain a youth membership and development programme.

Fundraising Secretary

The Fundraising Secretary (FS) organises all of our fundraising and social events programme. The FS will deliver FUN to CCC members and will develop a social programme that works in partnership with the aims of the Management Committee, and especially supports the Music, and Drama, Programme Secretaries. This means that the fundraising programme will incorporate public engagement opportunities, and social events such as Scavenger Hunts, Quiz Nights, Burn's Night Ceilidhs, St Andrews Nights, Christmas Dinners and more, will be focussed to the objectives of the annual plan and programme. Fundamentally the FS is expected to drive funding growth to help to raise funds that help to deliver CCC' programmes. This role is definitely great fun and requires a very social, enthusiastic, energetic, and outgoing person in order for these social events to be a success.

CCC Secretary

The CCC Secretary is responsible for CCC administration and records the minutes of business discussions at monthly and quarterly committee meetings, and the members' AGM. CCC Secretary will ensure that CCC' legal obligations are fulfilled and keep the Committee informed of deadlines and obligations associated with the administration of the Charity and ensure that all Chorus correspondence is properly promulgated.

The President shall be elected Annually at the AGM and shall not serve for more than three consecutive years. Other MC members shall be elected annually at the AGM and none shall serve for more than two consecutive years. Former office-bearers may be re-elected after the lapsing of a period of one year.

Individual MC office bearers shall have the authority to appoint a Sub-Committee, formed from competent Members, in order to assist them to achieve the Annual Plan. EG a Sub-Committee may be formed to hold auditions for all parts in public performances, or to manage a defined project tasked by the MC etc.

• Applications for membership are made via the Membership Secretary and the Charity may, in their absolute discretion, accept or decline any application. A written explanation will be provided upon request.
• The Charity shall admit to membership anyone aged 14 years and over who wishes to sing, or perform musical theatre.
• The Charity will maintain a register of members, and past members.
• Past members will be removed from the register of members after a period of three years has lapsed unless the past member requests an immediate removal from the register
• Membership is not transferable.

Membership shall cease if:

• the member is deceased
• the member resigns by giving notice to the Charity in writing, or by email
• any subscription or other sum payable by the Member to the Charity remains unpaid within three months of it falling due and the Charity notifies the Member in writing or by email of a decision to terminate their membership.
• the Member is removed from membership by a majority decision of the MC acting in the best interests of the Charity

Members subscriptions charges shall be reviewed annually by the MC and will be approved by the voting Members attending at the Annual General Meeting. Concessions are available and may be applied for via the Treasurer for those in full-time education, and anyone suffering from financial hardship.

Members entitled to vote include any Member aged 14 years and over in Full-Time Education and any Member with a fully paid up subscription.

• Members are assigned one vote on each item required at the AGM.
• Votes For, Against, or in Abstention may be cast in person at the AGM, or by proxy, or by electronic measures such as by email, or by a poll organised by the MC
• Issues are decided by a majority of votes cast
• The Chairperson has a second, or casting vote to use where matters remain undecided.

Patrons (Private Individuals) and Sponsors (Commercial organisations) who each support the Aims and Objects of CCC either through advertising, benefit in kind, or annual funding are not entitled to vote on Charity matters arising at the AGM.

Members who register for participation in a public performance are expected to attend scheduled rehearsals and to advise their Part Rep of any illness or other causes which could prevent attendance. In some extreme cases, it may be necessary for the Sub-Committee to review a Members eligibility for the continued participation in public Productions and Concerts. The Concert and Production Secretaries may request Members to audition with the Music or Production Director for specific programme pieces.

• The CCC Treasurer is responsible to the MC for the smooth running of CCC finances. This includes payment of suppliers, the preparation of monthly, quarterly, and annual finance reports, bookkeeping, and the recovery of any receipts for expenditure items incurred by the Committee Members.
• The Financial Year shall end on 30th June.
• Income: The MC shall approve an Annual Plan, prepared by the President, which contains a Budget prepared by the MC. The Treasurer is responsible for maintaining accurate records of the income received against the approved Budget.

i. The income and Property of CCC, whensoever derived, shall be applied solely
towards the promotion of the Aims and Objects of CCC as set forth in this
Constitution, and no portion thereof shall be paid or transferred directly or
indirectly by way of Dividends, Bonus, or by payment of professional fee to
any Members of CCC.

ii. CCC may currently receive income derived from:

• Member subscriptions, donations, grants in aid, or financial guarantees.
• Revenues generated by ticket sales, programme sales, and advertising fees for productions and concerts
• Other sources associated with CCC fundraising activities
• Expenditure: The MC shall approve a Budget contained within the Annual Plan prepared by the President. The Treasurer is responsible for maintaining accurate records of the expenditures made against the approved Budget.
• Accounts: A copy of the Charity’s latest accounts are available free of charge for any member to view upon receipt of a written request to any member of the MC. Third parties may also receive a copy upon written request within 28 days and after payment of the Charity’s reasonable costs.

In the event of a decision being taken which results in the winding up of CCC, any remaining
assets shall be distributed to another local organisation having similar charitable aims or
objectives.

Regular meetings are held to ensure good governance of the CCC is maintained. Members are encouraged to attend all meetings to either observe or to participate in the operation of CCC. Meetings require a quorum to continue and they may attend either in person, by proxy, or via video-conference. The following meetings are convened:

• Members General Meeting - A minimum of five members, or 5% of the membership, whichever is the higher, may provide written notice to call upon the MC to convene a General Meeting within 21 days to discuss any matter which the Members consider requires resolution. General Meetings require a quorum of at least 5 members or 5% of the membership in attendance in order to continue. Minutes shall be kept and CCC Members shall be informed of decisions made by promulgation of the Minutes.
• Management Committee Meeting - The MC meets regularly, informally, once per month to discuss the day to day activities and to ensure that the Annual Plan is being followed, to make minor adjustments to plans, and to discuss and agree on operational matters affecting the delivery of the Annual Plan. The MC shall meet formally at least four times per annum. A minimum of three members of the MC in attendance shall constitute a quorum. Minutes shall be kept and CCC Members shall be informed of decisions made by promulgation of the Minutes.
• Annual General Meeting - The Annual General Meeting (AGM) shall be held as soon as possible after receipt of the Annual Accounts. The purpose of the AGM is to receive the Presidents Report, review the financial report from the MC, adopt the audited Financial Accounts, agree the appointment of Auditors, elect Members to fill vacancies on the MC, approve the Annual Plan, and discuss any other relevant business placed on the agenda by the MC and to hear, and be heard by those present. Members will be invited to the AGM by CCC Secretary who will provide Members with an Agenda and at least 21 days advance notice in writing. AGM’s require a quorum of at least twenty or 33% of the membership, whichever is the greater, in attendance in order to continue. Minutes shall be kept and CCC Members shall be informed of decisions made by promulgation of the Minutes.
• Extraordinary General Meeting - In the event of a requirement for a significant decision affecting CCC and it’s Members, the MC may request CCC Secretary to call for an Extraordinary General Meeting (EGM) of Members. The EGM will be called within seven days of this request. EGM’s require a quorum of at least twenty members or 33% of the membership, whichever is the greater, in attendance in order to continue. Minutes shall be kept and CCC Members shall be informed of decisions made by promulgation of the Minutes.

The MC must comply with the requirements of the Charities Act and is responsible for maintaining financial records, the audit of accounts (unless there is an exemption of the requirement to appoint auditors) and the preparation and transmission of all statutory and regulatory filings required by OSCR and HMRC.

Any proposed alteration in this Constitution must be submitted as a Special Resolution.

• Special Resolutions must be sponsored by at least three members of the MC, or by a quorum of at least 5, or 5% of Voting Members whichever is the greater.
• Special Resolutions must be sent to the CCC Secretary at least fourteen days before the date of the next MC Meeting for inclusion on their Meeting Agenda.
• If a Special Resolution is approved by the MC, the CCC Secretary will communicate this to the Members and request a Member vote through an Extraordinary General Meeting.