1 Name

The name of the orchestra is 'St Giles Orchestra'.

2 Objectives and aims

The objectives of the Orchestra are to promote, improve, develop and maintain the education of its members and the public in an appreciation of the art and science of music in all its aspects by the presentation of public concerts.

3 Members

(a) The Committee shall ensure that every Member knows of and has access to a copy of the Constitution.

(b)  Membership of the Orchestra is open to all, irrespective of sex, sexual inclination, ethnic origin or creed.

(c)  A person shall become a member of the Orchestra when
(i) he or she has had their application considered and approved by at least two representatives of the Committee.
(ii) he or she has undertaken to pay the current membership subscription. The Committee may waive a proportion of the subscription of members who are not regularly required at rehearsals.

(d)  The Chair (or other appointed Committee member) shall be the Orchestra's contact with the Charity Commissioners and a list of Members shall be kept. The Committee shall have access to this list, and all Members will normally be included on the electronic mailing list.

(e)  The Orchestra shall be able at a General Meeting to invite persons (including non-musicians) to become Members other than under the terms of para 3(c).

(f)  A person ceases to be a Member when he or she wishes; or because they no longer qualify under para 3(c); or, exceptionally, and with good reason, the Committee, with advice from such Members as it thinks fit, shall decide to delete his or her name from the list of Members.

(g)  Members of all ages are welcome. Any members below the age of 18 must be accompanied by a responsible adult.

4 Meetings

The Committee shall ensure that there is an Annual General Meeting every year, between nine and fifteen months after the preceding year's meeting. This meeting shall include a review of the Orchestra's activities since the previous meeting, the presentation of accounts that have been examined, a financial report, a discussion of plans for the future and the election of Committee members.

Other formal meetings of the Orchestra may be held if the Chair, acting alone, or at least three members of the elected Committee, or five or more Members so decide.

For every meeting, the Committee shall give every Member reasonable notice (normally at least two weeks) of meeting, place and the agenda.

Every meeting shall be chaired by the Chair but if this is not possible, the meeting shall be chaired by the Vice-Chair, Secretary or another member of the Committee.

The Chair may decide to put any matter on the agenda to the vote at a meeting. Furthermore, there shall be a vote on any item on the agenda if three or more Members present request it. Unless decided otherwise (or in the case of a proposed change to the Constitution) the vote at a meeting shall be decided by a simple majority of those Members present and entitled to vote and voting. Unless otherwise decided, voting shall be by a show of hands. The Committee shall do all that is reasonably possible to put into effect any decision (whether reached by a vote or not) at a Meeting.

5 The Committee

The Committee shall be elected at the annual general meeting and shall consist of a Chair, Secretary, Treasurer, Librarian, Publicity Manager, Concert Manager and Recruitment Manager. There may also be a Player Fixer (responsible for invitations to guest players at concerts) and other committee members if required. One of these role-holders may also be appointed as Vice-Chair, or this may be a separate role, if desired. The Chair, Secretary and Treasurer of the Orchestra shall be its Trustees. Additional members of the committee may also be appointed as trustees. It is recommended that committee members and trustees take on their roles for a maximum term of six years, (this being always subject to re-election each year at the AGM). The Conductors and Leader of the Orchestra shall also be members of the Committee ex officio. This entitles them to attend committee meetings where routine matters concerning the day-to-day running of the orchestra are discussed, and to vote on these matters. There will be certain matters which the elected committee consider that ex officio members should be excluded from and upon which an ex officio member is not entitled to vote. This will normally be in cases where an ex officio member may be perceived to have a vested interest. If their attendance at a meeting or right to vote on a particular matter is in question, it shall be decided by a majority of the elected committee. A Member starts his/her term of office immediately following the end of the meeting at which he/she was elected to serve. A Member ceases to be a Committee member immediately following the end of the meeting at which his/her successor was approved. The Committee may co-opt for a stated period any persons of their choice, either members or individuals, including non-musicians, from outside the playing body. Co-opted members may be invited to attend committee meetings as appropriate, but they will not have any voting rights.

The Committee shall conduct the affairs of the orchestra on behalf of the Members, referring matters of importance to the Members at a general meeting should the need arise.

The Committee shall annually invite one or more people to be Conductor(s) of the Orchestra with an honorarium decided by the Committee. The Committee shall also invite someone else to act as Leader of the Orchestra for which an honorarium may also be paid. Suggestions for concert items shall be solicited from Members of the Orchestra, discussed by the Committee, and agreed by the programming committee (at a meeting normally held annually). The programming committee comprises: the elected committee (or representatives from the elected committee); Conductor(s); Leader; and additional player representatives as required. The Conductor(s), operating through the Leader and Section Leaders shall be responsible for orchestral discipline at rehearsals and concerts although the Committee shall discuss general problems as they arise.

The Committee shall meet (i) three time a year and (ii) at other times when either the Chair or a majority of the Committee requests it. The Committee may draw up guidelines concerning the frequency and conduct of its meetings and the duties of members of the Committee.

The financial year shall end on 31 July. The Orchestra shall have a bank account and cheques shall be signed by two out of a possible three or four nominated Committee members. The Orchestra shall be able to receive donations, grants in aid and financial guarantees. Tickets for any or all of its concerts and other events shall be offered for sale to the public. The income of the Orchestra shall be applied solely towards promoting the Aims and Objectives of the Orchestra and no portion shall be paid either directly or indirectly to any Member except in payment of legitimate expenses incurred on behalf of the Orchestra.

The Committee shall ensure that the Treasurer (or, failing him/her, another member of the Committee) at the annual general meeting gives an annual report and presents accounts, and gives such interim financial reports as may be required. The Committee shall, with guidance from the Treasurer, review the rate of subscription and also, in the absence of the Conductor(s) and Leader respectively, the honoraria that the latter shall receive.

The Committee shall ensure that Members know of and have access to records of proceedings of meetings and of Committee meetings (i.e. the agenda items and the actions arising from these).

6 Constitutional Changes

Any provision of this Constitution may be amended provided that:
(i) no amendment may be made that would have the effect of making the Charity cease to be a charity at law;
(ii) no amendment may be made to alter the Objectives if the change would not be within the reasonable contemplation of the members of or donors to the Charity;
(iii) any resolution to amend a provision of this Constitution is passed by not less than two thirds of the members present and voting at a general meeting;
(iv) any proposed change to the Constitution shall be clearly notified to each member in the notice of the general meeting at which the proposed change is to be discussed, giving at least two weeks notice in line with Clause 4.

A copy of any resolution amending this Constitution, along with a signed copy of the minutes, must be sent to the Charity Commission within twenty one days of its being passed.

7 Dissolution

In the event of the Orchestra being wound up, any assets remaining upon dissolution after the payment of debts and liabilities shall be transferred to a charitable institution or institutions having similar Objectives to those of the Orchestra.

6th Revision November 2022