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Orpheus Choir Rules

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RULES OF
THE ORPHEUS CHOIR OF WELLINGTON INCORPORATED
 
Registered under the Incorporated Societies Act 1908
 
NAME OF SOCIETY
1)    The Society shall be registered under The Incorporated Societies Act 1908 as “The Orpheus Choir of Wellington Incorporated”.
OBJECTS
2)    The objects of The Orpheus Choir of Wellington Incorporated (the Choir) are:
a)    To perform choral music and in particular the major symphonic choral works
b)    To foster an appreciation of choral music in the community.
MEMBERSHIP
3)    There shall be three classes of members:
a)    Performing members
b)    Life members
c)    Members of the Board of Management (the Board).
4)    Performing members shall be granted membership on approval by the Musical Director, having been satisfied as to their suitability, and on payment of the annual subscription.
5)    Life members shall be elected by the unanimous decision of the Board, in recognition of their exceptional services to the Choir.
CESSATION OF MEMBERSHIP
6)    Any performing member who fails an audition that is conducted by the Musical Director shall cease to be a member of the Choir.
7)    Any performing member wishing to resign from the Choir shall notify the Board in writing.
8)    Performing members who have ceased membership shall return to the choir all music issued to them, and the black folder and any concert dress provided by the Choir, or be liable to pay the cost of them.
9)    Any person ceasing to be a member of the Choir shall thereupon cease to have any right or interest in the Choir’s property or concerns, but shall not be freed from any liability to the Choir incurred prior to such cessation of membership or be entitled to any refund of subscription paid.
10)The membership of any member of the Choir may be cancelled by a majority decision of the Board at a meeting at which not less than three quarters of the Board are present. No member so removed shall be entitled to any share of the Choir’s property or to have his or her subscription returned.

 

MEETINGS
11)The Annual General Meeting (AGM) of the Choir shall be held once a year not later than three months after the end of the financial year at a date to be fixed by the Board. At the AGM thirty members shall form a quorum and each member shall have one vote. Voting shall be by a show of hands unless a ballot is required by a majority of those present. If there is no quorum present at the AGM, it shall be adjourned to the same day in the next week at the same time and place and if at the adjourned AGM a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.
12)Notice of the AGM of the Choir of not less than seven days shall be given to the members of the Choir. The Notice shall include all proposed motions.
13)The AGM shall:
a)    Consider a statement of income and expenditure, assets and liabilities that has been reviewed as per clause (37).
b)    Elect the Choir Committee
c)    Elect Board members
d)    Appoint an honorary auditor
e)    Appoint an honorary solicitor
f)     Decide on any resolution of which the mover shall have given not less than 14 days written notice to the Board of his or her intention to move
g)    Discuss general business.
14)A Special General Meeting (SGM) of the Choir may be called by the Board whenever it resolves to do so, or on the Board receiving a request signed by at least 25 members of the Choir stating the object of the meeting. Notice of an SGM of not less than seven days shall be given in writing to the members of the Choir by the Board. The quorum for an SGM shall be the same as for an AGM.
POWERS OF THE CHOIR
15)The Choir shall have the following powers which it may exercise through the Board in such manner consistent with these Rules and Objects and subject to the direction of the AGM as it thinks fit:
a)    To purchase, lease, or otherwise acquire land or buildings or any interest therein and any other property
b)    To borrow and raise money for the purposes of the Choir upon the security of any of its property or assets subject as approved by a special resolution passed at an SGM or AGMof the choir
c)    To open, operate and close any bank account or trust account
d)    To invest and deposit moneys in any of the modes of investment for the time being authorised by the law of New Zealand for the investment of trust funds and in shares, stock and debentures of any limited liability company whether carrying on business in New Zealand or elsewhere, and to vary or transpose such investments in to or for others of any nature hereby authorised.
e)    To do any act or thing which is conducive or ancillary to the achievement of the aims and objects of the Choir.
MANAGEMENT
16)Except for matters provided in these rules to be determined at an AGM, or carried out by the Choir Committee, the affairs of the Choir shall be managed by a Board which shall consist of five to seven members including two representatives of the performing members. All Board members shall also be members of the Choir. Board members who are not performing members shall not be required to pay the annual subscription.
17)The Board shall be elected annually by the members of the Choir at the AGM in accordance with the clauses below:
a)    The term of office of non-performing members of the Board shall be three (3) years. A non-performing member may not be elected for more than two (2) consecutive terms.
b)    The term of office of performing members of the Board shall be two (2) years. A performing member may not be elected for more than three (3) consecutive terms.
c)    One third of the elected members of the Board, or the nearest number thereto, shall retire in rotation each year.
d)    The Board shall have power to co-opt to fill vacancies on the Board; to co-opt such additional members from time to time as are necessary for the conduct of the affairs of the Society; to make appointments to special committees other than the Choir Committee.
18)Any member of the Board shall cease to be a member of the Board if he or she shall:
a)    Resign office
b)    Cease to be a member of the Choir
c)    Become bankrupt or insolvent
d)    Become of unsound mind
e)    Be convicted of an indictable offence
f)     Be absent from three consecutive Board meeting without obtaining leave of absence from the Board
g)    Be guilty of serious misconduct.
POWERS AND DUTIES OF THE BOARD
19)The Board shall have the following powers and duties which it may exercise in such manner consistent with these Rules and Objects and subject to the direction of the AGM as it thinks fit:
a)    To set the strategic direction of the choir in conjunction with the Musical Director
b)    To approve concert plans and budgets proposed by the Musical Director and Artistic Manager
c)    To appoint a Musical Director, Administrator, Accompanist (on the recommendation of the Musical Director) and Artistic Manager at such fees (if any) as shall from time to time be agreed upon by the Board
d)    To develop annual budgets
e)    To obtain sponsorship for the Choir
f)     To make such decisions and carry out such actions as are necessary to effect the powers of the Choir referred to in clause 15.
20)The income and property of the Choir derived from whatever source shall be applied towards the promotion of the objects of the Choir. No funds shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise to members of the Choir except any reasonable sum that may be paid by the Board to any employee of the Choir for services performed. Funds may be donated to any charitable cause by unanimous decision of the Board members present at a Board meeting.
21)The Board shall receive all monies due to the Choir. The Board shall submit to the AGM a duly audited statement of income and expenditure, assets and liabilities. All cheques shall be signed by two Board members appointed by resolution of the Board for that purpose.
22)The Board shall have the power to make regulations dealing with matters not provided for by these rules, provided that such regulations are not repugnant to these rules or the provisions of the Incorporated Societies Act 1908 as amended.
PROCEEDINGS OF THE BOARD
23)The Board shall meet at such times as the Board shall decide. The Board shall elect a Chairperson from the Board members. Every Board member shall have one vote, with the Chairperson having a casting vote.
24)The quorum for a Board meeting shall be not fewer than half the Board members and shall include a performing member.
25)The Musical Director, Artistic Manager and Administrator shall attend meetings of the Board but shall not be entitled to vote at those meetings.
26)In the event of a vacancy occurring on the Board, the Board may fill such vacancy for the unexpired term of office.
27)The Board may continue to act notwithstanding any vacancy so long as its number is not reduced below four
28)Except in the case of emergency, not less than seven days written notice of every intended Board meeting shall be given to every member of the Board with an agenda clearly stating the nature of the business proposed to be dealt with at such meeting.
29)Subject to the requirements of clause 19(f), the Chairperson may call a meeting of the Board at any time and shall call a Board meeting to be held within 14 days after the Chairman has been presented with a written request for such a meeting signed by not less than three members of the Board.
30)All proceedings of the Board shall be recorded in the form of minutes which may be inspected by any member of the Board or Choir at any time.
CHOIR COMMITTEE
31)The Choir Committee shall be elected annually by the Choir members at the AGM. It shall comprise of up to nine performing members who are not members of the Board. The Choir Committee shall be responsible for the day to day activities of the choir such as:
 
a)    Time and place of rehearsals
b)    Details of concert planning including seating, programmes, ticketing and front of house
c)    Concert dress
d)    Archives
e)    Social activities
f)     Library
32)The Choir Committee shall meet as required. A performing member of the Board shall attend these meetings as required.
COMMON SEAL
33)The Common Seal shall be in the custody of the Administrator who shall affix it to such documents as the Board from time to time may direct.
FINANCE
34)The financial year of the Choir shall commence on the first day of February in each year and end on the 31st day of January of the next year.
35)The Board shall cause proper books of account to be kept in which shall be recorded the full true and complete accounts of the affairs and transaction of the Choir. The books of account shall be kept at the Administrator’s office or at any such other place or places as the Board thinks fit and shall be open to the inspection of any member of the Board at all reasonable times.
36)Members of the Choir shall pay such annual membership fee as shall be fixed by the Board and if the Board omits to fix a fee it shall remain unaltered from the previous year.
AUDIT
37)The financial statements of the Choir be subject to a financial review to be undertaken by a Chartered Accountant and then presented to the members of the Society at each Annual General Meeting for their approval.
 
38) ALTERATION OF RULES
The rules shall not be repealed or altered, nor shall any new rule be added, except at an AGM or SGM of the Choir. Notice of any proposed repeal, alteration or addition shall be given in writing to the Board at least 14 days before such meeting, and the Board shall give notice in writing to the members of the Choir at least seven days before such meeting, provided that any such repeal, alteration or addition shall in no way affect the charitable status of the Choir. No rule shall be valid until accepted by the Registrar of Incorporated Societies.
 
 
WINDING UP AND DISPOSAL OF PROPERTY
39)The Choir may be wound up voluntarily if, at an AGM or SGM of the Choir, a resolution is passed by not less than two-thirds of the members present and entitled to vote, requiring the Choir to be wound up and at a subsequent General Meeting not less than 30 days later than the first General Meeting, the said resolution is confirmed by not less than two-thirds of the members present and entitled to vote.
40)If, in the event of the winding-up of the Choir, there remains after the satisfaction of all its debts, obligations and liabilities any property or assets whatsoever, they shall not be distributed, given or transferred to all or any members of the Choir nor of any organisation formed in its stead, but shall be transferred to some charitable association or organisation within New Zealand having objects similar to those of the Choir as shall be determined at a General Meeting of the Choir by a resolution passed by not less than two-thirds of the members present and entitled to vote, and shall be confirmed at a subsequent General Meeting not less than 30 days later than the first General Meeting referred to in this sub-clause, by the vote of not less than two-thirds of the members present and entitled to vote.
REGISTERED OFFICE
41)The registered office of the Choir to which all communications and notices may be sent shall be the office of the Administrator.
 
 
 

 

 

copy printed 17/07/2009