JOHANNESBURG BACH CHOIR
As constituted in 1964 and subsequently amended
1. NAME AND SEPARATE LEGAL IDENTITY
1.1 The organisation hereby constituted shall be called The Johannesburg Bach Choir, abbreviated as JBC and hereinafter referred to as the ‘organisation’.
1.2 The organisation shall exist in its own right, separate from its members, and shall continue to exist even when its members or office bearers change.
1.3 The organisation shall be able to own property and other possessions and shall be able to sue and be sued in its own name.
2.1 The main objectives of this “not for gain” organisation are to:
2.1.1 Rehearse and perform choral music.
2.1.2 Promote the interests of music by offering singers and instrumentalists the opportunity to perform before live audiences.
2.1.3 Provide opportunities for the enjoyment of music of quality by performers and audiences.
2.2 The secondary objectives of the organisation are to:
2.2.1 Educate choir members in the singing of different types of choral music.
2.2.2 Provide information regarding musical works performed by the choir.
2.2.3 Arrange concerts that have orchestral accompaniment and so provide a source of additional income to professional musicians.
2.2.4 Provide a service to the community by offering cultural enrichment to choir members, orchestral players, soloists, and audiences.
2.2.5 Perform choral works with other choirs.
3.1 Membership of the organisation is open to all persons regardless of race, religion, or sex. However, an applicant for membership must pass an audition before the Musical Director to determine his or her ability to sing and to sight-read a musical score.
3.2 Following this audition, the Musical Director and the Management Committee shall agree on the acceptance or refusal of membership applications. Normally this should be decided on the night of the audition but in the event of dispute there may be a need for a further audition and a special committee meeting.
3.3 Members of the organisation exercise their right to determine the policy of the organisation, within the framework of its objectives, at Annual General Meetings and Special General Meetings.
3.4 Members are liable for an entrance fee and annual subscriptions as recommended by the Management Committee and approved by members at an Annual General Meeting or Special General Meeting.
3.5 Any member who is more than six months in arrears with his or her subscription may be debarred from the activities of the organisation, unless he or she has made arrangements with the Management Committee to settle the arrears or otherwise deal with the matter to the satisfaction of the organisation.
3.6 Members who lose or mutilate musical scores assigned to them are liable for the cost of replacing such scores.
3.7 Members who attend less than 75% of rehearsals for a particular concert may be debarred from participation in that concert at the discretion of the Management Committee.
3.8 Individuals may resign giving formal notice to the Management Committee. They must return all scores on loan to them prior to leaving the choir otherwise they are liable for the cost of replacement of such scores
3.9 The Management Committee reserves the right to give two written warnings to disruptive members and then terminate their membership.
4. MANAGEMENT COMMITTEE
4.1 The Management Committee shall supervise and manage the affairs of the organisation in accordance with the Objectives recorded in Clause 2 and the decisions taken at Annual General Meetings or Special General Meetings.
4.2 The Management Committee has two specific roles: to administer the choir and to carry out the wishes of the choir itself. For flexibility the Management Committee should consist of eight (8) to twelve (12) members. There should be two (2) representatives from each section of the choir (soprano, alto, tenor, and bass) to represent and administer the choir members as well as Office bearers for Chairman, Treasurer, Concert Organiser and Secretary who are elected to the Committee at an Annual General Meeting. The elected section leaders will then form the source of any other administrative functions required such as fundraising and publicity. The Management Committee may co-opt additional members for specific functions should these be deemed necessary.
4.3 Subject to clause 4.5 below, the Management Committee shall appoint a Musical Director and Accompanist(s), who shall not belong to the Management Committee but may be invited to attend its meetings on a regular basis. The Musical Director and Accompanist(s) may take part in discussions of the Management Committee, but may not vote.
4.4 Members of the Management Committee shall hold office for one year from the date of their election, and are eligible for re-election In the event of a Committee Member having to relinquish his/her appointment for whatever reason, the Management Committee shall co-opt a substitute until the next elections.
4.5 The Management Committee shall meet at least every second month, while half (50%) of the Committee’s members shall constitute a quorum and decisions of the Management Committee (subject to Clause 4.3) shall be taken by a simple majority. If the votes are equal on any issue, the Chairperson shall cast a second and deciding vote.
4.6 Minutes of the proceedings at Management Committee meetings shall be taken and shall be circulated to Management Committee members in time for the following meeting. If accurate, the minutes shall be confirmed as a true record of the proceedings and signed by the Chairperson.
4.7 The Management Committee may co-opt additional members in such circumstances and for such period as it considers necessary, provided that such persons may not be appointed for longer than the term of office of the Management Committee itself.
4.8 The Management Committee shall have the right to form sub-committees. Decisions of any such sub-committee shall be communicated to the Management Committee who must ratify them before they can take effect.
4.9 The Management Committee in conjunction with the Musical Director shall have the power to accept applications for membership of the choir, in terms of the requirements of membership set out in Clause 3.
4.10 The Management Committee shall be entitled to review the annual subscription fee charged to members and to propose changes to such fees. However, any such proposal must be approved by the members of the organisation at an Annual General Meeting or Special General Meeting before it takes effect.
4.11 The Management Committee shall be empowered to oversee any raising of funds on behalf of the organisation, and to invite and receive contributions from other organisations or individuals.
4.12 The Management Committee shall be entitled to buy or hire whatever items are reasonably required for a concert (and can be afforded).
4.13 The Management Committee shall be entitled to introduce or amend procedures for the proper and efficient running of the organisation. However, written details of any new procedures must be made available to all members of the Management Committee within a reasonable period and must also be approved at the following Annual General Meeting or Special General Meeting.
4.14 The Management Committee shall provide all members of the organisation with an email copy of this updated Constitution. Copies can be supplied on request to those members not having an email facility.
4.15 In the absence of the chairman at any meeting, the committee shall elect an acting chairman.
4.16 The Management Committee shall not carry on business except as defined in Section 30 (3) (b) (iv) or accept a donation as defined in Section 30 (3) (v) of the Income Tax Act 1962.
5. MUSICAL DIRECTOR AND ACCOMPANIST(S)
5.1 The Management Committee shall have the power to appoint a Musical Director and Accompanist(s) for the organisation each for a maximum period of five (5) years, although the period may be shorter and will be defined in the contract drawn up at the time of appointment – see 5.3. Such appointments shall require the consent of three quarters of the members of the Management Committee.
5.2 The Management Committee shall have the power to decide upon the remuneration and increases to be provided to the Musical Director and Accompanist(s), but such decisions shall require the consent of three quarters of the members of the Management Committee.
5.3 The appointment of the Musical Director and Accompanist(s) shall be recorded in writing and no variation in the terms of such contracts shall be of any force or effect unless agreed by two thirds of the members of the Management Committee and also recorded in writing.
5.4 On the expiry of their contracts, the Musical Director and Accompanist(s) may be offered extensions of their contracts on the same or amended conditions, provided that these are agreed by three quarters of the members of the Management Committee, and are recorded in writing in the form of new contracts.
5.5 The organisation shall be obliged to pay the Musical Director and Accompanist(s) such fees as have been stipulated in their written contracts and any increases agreed in committee. The Treasurer shall be responsible for ensuring that all payments due are timeously made.
6. ANNUAL GENERAL MEETINGS
6.1 The organisation shall hold an Annual General Meeting not later than 6 months after the end of the financial year. The date, time, venue, and agenda of such a meeting shall be determined by the Management Committee.
6.2 The agenda for the Annual General Meeting shall include the reading and confirmation of the minutes of the previous such meeting, an opportunity to deal with matters arising from those minutes, the Chairperson’s report to the organisation on its activities and financial position, the tabling and ratifying the audited financial statements of the organisation, the appointment or reappointment of the organisation’s auditor, the election of the Management Committee for the period to the next Annual General Meeting, and any general matters.
6.3 Members of the organisation shall be notified at least three weeks (21 days) beforehand of the date, time, venue, and agenda of the Annual General Meeting and written minutes of the previous annual general meeting shall at the same time be made available on request to members.
6.4 Candidates for election to the Management Committee at the Annual General Meeting must be nominated by one member and seconded by another, and each nominee must formally accept nomination, on the prescribed form, in advance of the Annual General Meeting.
6.5 Fifty (50) per cent of the members of the organisation in good standing shall constitute a quorum – see clause 3.
6.6 Subject to Clauses 10 and 11 below, decisions at the Annual General Meeting shall be taken by a simple majority of the members present and voting. If the votes on an issue are equal, the Chairperson of the Management Committee shall have a second and deciding vote.
7. SPECIAL GENERAL MEETINGS
7.1 A Special General Meeting, which must address a specific matter, may be called whenever the need arises on request, either by the Chairperson, or by two members of the Management Committee, or by written request signed by at least two members of the organisation in good standing (see clause 3).
7.2 Members of the organisation shall be notified at least one week (7 days) beforehand of the date, time, venue, and agenda of any Special General Meeting.
7.3 Subject to Clauses 10 and 11 below, decisions at Special General Meetings shall be taken by a simple majority of the members present and voting and any proxy votes (see paragraph 7.4). If the votes on an issue are equal, the Chairperson of the Management Committee shall have a second and deciding vote
7.4 Should a member in good standing not be able to attend the meeting and wishes to cast a vote he will be able to submit a proxy vote by arranging delivery of his vote to the chairperson of the meeting. These proxy votes must be registered for counting at the start of the meeting and be taken into the final count.
7.5 The quorum shall be 50% of members of good standing including the proxy votes.
8.1 The Treasurer shall be responsible for controlling the finances of the organisation, and shall deposit all funds of the organisation in current and/or call accounts held at registered bank in the name of the organisation. He shall also maintain proper records of all financial transactions involving the organisation.
8.2 Cheques issued by the organisation shall bear the signature of two authorised signatories. A maximum of four (4) authorised signatories will be nominated at the first committee meeting after the AGM and must include the Chairman and Treasurer.
8.3 The financial year of the organisation ends on 28th February.
8.4 The accounting records and reports of the organisation shall be audited annually by the auditor/Financial Officer appointed at the Annual General Meeting and a copy of the audited financial statements of the organisation shall be lodged with the Director of Non-profit Organisations within nine (9) months of the end of the organisation’s financial year.
8.5 The funds of the public benefit organisation will be used solely for the objects for which it was established, or shall be invested with –
8.5.1 a financial institution as defined in section 1 of the Financial Services Board Act, 1990 (Act No. 97 of 1990);
8.5.2 in any listed financial instrument of a company contemplated in paragraph 8.5.1 of the definition of ‘listed company’; or
8.5.3 in such other prudent investments in financial instruments and assets as the Commissioner may determine after consultation with the Executive Officer of the Financial Services Board and the Director of Non-Profit Organisations.
8.6 The choir is an amateur organisation and members representing the choir shall not be paid for performing in concerts or elsewhere. Any such payments made shall be for choir funds.
8.7 No activity will directly or indirectly promote the economic self-interest of any fiduciary or employee of the organisation otherwise than by way of reasonable remuneration.
8.8 At least 85% of such public benefit activities, measured either in cost or time spent, are carried out for the benefit of persons in the Republic.
8.9 At least three persons, who accept fiduciary responsibility for the public benefit organisation, will not be connected persons in relation to each other, and no single person directly or indirectly controls the decision making powers relating to such organisation
8.10 No donation will be accepted at the instance of the donor, nor may a donation be accepted which imposes conditions enabling the donor or any connected person in relation to the donor to derive a direct or indirect benefit.
8.11 No remuneration will be paid to any employee, office bearer, member or other person which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered and has not and will not economically benefit any person in a manner which is not consistent with its objects.
8.12 The Treasurer shall have the right to pay for the hire of professional musicians and singers, scores, and concert venues, and for any expenses incurred in the staging of a concert. However, he may do so solely on receipt of relevant written payment advice from the Chairman or Concert Organiser or on receipt of relevant supplier’s invoices. These records shall be retained by him as part of the financial records of the organisation for such reasonable period as the auditor may advise from time to time.
8.13 Members of the organisation shall have a right of reasonable access to all financial records of the organisation.
9.1 The organisation shall be able to hold funds and other possessions.
9.2 The organisation shall keep a record of everything it owns.
9.3 The organisation may not give any of its funds or possessions to its members, its Musical Director and Accompanist(s), or any member of its Management Committee.
9.4 Members or office bearers of the organisation have no rights over any property of the organisation, and shall not be liable for any of its debts or other obligations.
10. CHANGES TO THE CONSTITUTION
10.1 Amendments to the constitution may be made only at a Special General Meeting where 50% attendance of members shall constitute a quorum. Proxy votes will be counted and changes require a two-thirds majority of members in good standing.
10.2 Any proposed amendment to the constitution must be notified in writing to all members at least three weeks (21 days) in advance of such Special General Meeting.
10.3 Such proposed amendment must be proposed, seconded, and adopted by a resolution endorsed by a two-thirds majority of the members present at such Special General Meeting.
10.4 No amendment may be made which has the effect of causing the organisation to cease to exist.
10.5 A copy of all amendments to the constitution must be submitted to the Commissioner for the South African Revenue Service.
11. DISSOLUTION OF THE ORGANISATION
11.1 A decision to dissolve the organisation may be made only at a Special General Meeting called for this purpose and where two-thirds of the members of the organisation are present and so constitute a quorum.
11.2 Written notice of the date, time, venue, and agenda of such a Special General Meeting must be sent to all members two weeks (14 days) beforehand, together with written notification of the proposal to dissolve the organisation.
11.3 Such notification of proposed dissolution must also inform all members of any similar musical body or bodies to which any surplus assets of the organisation would be donated, sold or otherwise disposed of, should the proposed dissolution be agreed.
11.3 The organisation may be dissolved only by a resolution proposed, seconded and adopted by a two-thirds majority of members present at such Special General Meeting.
11.4 A decision regarding the similar musical body or bodies to which any surplus assets of the organisation are to be donated, sold or otherwise disposed of must also be proposed, seconded, and adopted by a two-thirds majority of members present at such Special General Meeting.
11.5 In the course of dissolving the organisation, the Treasurer shall ensure that:
11.5.1 All outstanding debts are paid.
11.5.2 On dissolution of the organisation the remaining assets will be transferred to any approved public benefit organisation, within the Republic of South Africa, which is itself exempt from income tax in terms of the Income Tax Act, as was decided upon at the Special General Meeting.
12. ADOPTION OF THE CONSTITUTION
This constitution was approved and accepted by the members of the Johannesburg Bach Choir at a Special General Meeting held on 22 May 2006.
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