Tredegar House Folk Festival Society Constitution

Page last updated: 17/03/04

1. The name of the Society shall be The Tredegar House Folk Festival Society

    

2. The objects of the Society are:

   to advance public education in and appreciation of traditional and contemporary folk dances, music, song and other related traditions, crafts and folk arts.

    

3. Management
   1. The management of the Society shall be vested in an Executive Committee of not more than twelve persons to include the Officers of the Society.
   2. The Officers shall be the Chairperson, Vice-Chairperson and Secretary & Treasurer (both of which latter functions may be performed by one person).
   3. In addition, the Society shall have a President and any number of Vice-Presidents who shall not be members of the Executive Committee.
   4. Three Committee Members shall form a quorum.
   5. The Executive Committee and President will normally be elected at the Annual General Meeting. In the interests of continuity wherever possible Officers shall be elected for two years and their election staggered so that half change at each Annual General Meeting.
   6. The Executive Committee may co-opt an Ordinary member or such person onto the Committee, for specific purposes as deemed necessary, such co-options being for a term of office expiring at the next AGM, provided that the total membership of the Executive Committee does not exceed twelve people.

       

4. Determination of Membership of Executive Committee

   A member of the Executive Committee shall cease to hold office if he or she:

   1. is disqualified from acting as a member of the Executive Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
   2. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

   3. is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
   4. notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

       

5. Powers

   In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:

   1. power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
   2. power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
   3. power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;
   4. power subject to any consents required by law to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;
   5. power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
   6. power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
   7. power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
   8. power to appoint and constitute such advisory committees as the Executive Committee may think fit;
   9. power to do all such other lawful things as are necessary for the achievement of the objects.

       

6. Executive Committee Members not to be personally interested
   1. Subject to the provisions of sub-clause (2) of this clause, no member of the Executive Committee shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.
   2. Any member of the Executive Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the Charity: provided that at no time shall a majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.

       

7. Accounts

   The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:

   1. the keeping of accounting records for the Charity;
   2. the preparation of annual statements of account for the charity;
   3. the auditing or independent examination of the statements of account of the Charity; and

   4. the transmission of the statements of account of the Charity to the Commission.

       

8. Finance
   1. The funds of the Society shall be applied solely to the stated objects of the Society.
   2. No member of the Society shall receive payment directly or indirectly for services to the Society or for other than legitimate expenses incurred in its work.
   3. The Treasurer shall keep proper Books of accounts showing all sums received and paid and shall have the authority to give receipts for monies paid to the Society. Cheques on the general banking account shall be signed by any two members of the Executive Committee, at least one of whom must be an Officer of the Society, but no monies shall be expended without the sanction of the Executive Committee.

       

9. Dissolution

   If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, of which not less than 21 days' notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Charity as the members of the Charity may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commission.

    

10. Meetings
    1. Annual General Meeting (AGM)
       1. The Annual General Meeting shall be held not later than six months after the end of the Society's accounting year when the only business to be transacted shall be the confirmation of Minutes, Secretary's Report, Treasurer's Report (Including the audited Annual Statement of Account previously approved by the Executive Committee); election of Officers and President; appointment of auditor to serve until the next AGM; the election of the Executive Committee and any other business proper to an Annual General Meeting.
       2. A minimum of fourteen days notice in writing, to members' last notified address in the UK, shall be sent to each member prior to an AGM. Any unintentional failure to notify a member shall not invalidate the proceedings of the Society.
       3. The quorum for the AGM shall be six members of the Society or two thirds of the total membership of the Society if the total membership is less than nine.
       4. The Annual Statement of Account, duly audited shall be sent out at least seven days in advance of the meeting.

        

    2. Extraordinary General Meeting (EGM)
       1. An Extraordinary General Meeting may be called at the discretion of the Executive Committee or on requisition in writing to the Secretary of not less than one third of the total membership of the Society, stating the object of such meeting.
       2. At least fourteen days notice of the meeting, specifying the business, shall be given in writing by the Secretary to every member of the Society.
       3. No other business shall be transacted at such meetings.

           

    3. Executive Committee Meetings
       1. The Executive Committee shall meet at least three times per year and not less than once in any six month period.
       2. Any matter or question which is not provided for in these rules shall be dealt with by the Executive Committee whose decision shall be final.
       3. Any person or persons engaged to organise the annual Festival and the President and any Vice-Presidents may attend and speak at the meetings of the Executive Committee but, as non-members, will have no vote.

           

11. Membership
    1. Applications for Membership of the Society shall be made in writing to the Secretary. Every intending new member must be at least eighteen years old before being eligible to join the Society. Applications for membership shall be determined by the Executive Committee.
    2. The Annual Subscription for each category of membership shall be set at an Annual General Meeting.
    3. Upon payment of their annual subscription each member shall have a vote.
    4. Any member not paying their subscription within a reasonable time as deemed by the Executive Committee shall be considered to have allowed their membership to lapse.
    5. A General Meeting shall have the power to expel any member for any good and proper reason.
    6. Members wishing to resign must give written notice to the Secretary.

        

12.  Alterations to the Constitution

    1. Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
    2. No amendment may be made to clause 1 (the name of charity clause), clause 2 (the objects clause), clause 5 (Executive Committee members not to be personally interested clause), clause 9 (the dissolution clause) or this clause without the prior consent in writing of the Commissioners.
    3. No amendment may be made which would have the effect of making the Charity cease to be a charity at law.
    4. The Executive Committee should promptly send to the Commission a copy of any amendment made under this clause.