Society Constitution

1. The name of the Society is the Havergal Brian Society.

2. The objects of the Society are to promote public knowledge and appreciation of the life and works of William Havergal Brian and, to this end, to encourage and sponsor the publication, performance and recording of his work.

3. The Society shall have the following officers: a chairman, a vice-chairman, a membership secretary, a secretary and a treasurer.

4. Membership of the Society shall be open to persons or bodies interested in furthering the objects of the Society or participating in its organisation, but no person or body shall be a member unless his, her or its membership has been accepted by the Committee, who shall have an absolute discretion not to accept any person or body as a member without giving any reason therefor.

5. Membership shall be by annual subscription payable on 1 January at a rate to be decided annually by the Committee. No application for membership shall be valid unless accompanied by a subscription in respect of the year for which it is made. The Committee may accept applications for life membership on payment of such sums in commutation of the annual subscription as the Committee shall decide.

6. Unless in any individual case the Committee shall determine otherwise, any member who fails to pay his annual subscription within six months of its falling due shall be deemed to have resigned from the Society.

7. Any member may resign his membership at any time by giving to the Secretary notice in writing to that effect. Such notice shall, unless otherwise expressed, be deemed to take effect on its receipt by the Secretary.

8. The officers of the Society shall hold office until the Annual General Meeting next following their appointment. Any vacancy in such offices shall be filled by resolution of the Annual General Meeting and holders of any such offices shall be eligible for re-election.

9. The Committee of the Society consists of the officers of the Society and no fewer than two or more than nine extra members. A new Committee shall be elected at each Annual General Meeting of the association but retiring members of the Committee shall be eligible for re-election. The Committee shall have power to appoint a member to fill any casual vacancy on the Committee and to appoint any member of the Committee, not being a co-opted member, to fill any casual vacancy amongst the officers of the Society until the next Annual General Meeting.

10. The Committee shall have power to co-opt other members to serve as temporary members of the Committee but such temporary members shall not at any time exceed three in number and they shall not at any time be considered members of the Committee for the purpose of calculating the quorum at meetings of the Committee.

11. The Committee shall have power to set up such sub-committees as it shall deem necessary. Such sub-committees shall include at least one member of the Committee. The Committee shall have the authority to delegate to one or more of its members its following powers: to accept an application for membership in accordance with Rule 4, to accept an application for life membership in accordance with Rule 5, to continue a lapsed membership in accordance with Rule 6, and to decide the frequency of publication of the Society's Newsletter and to distribute copies thereof to persons other than members in accordance with Rule 28.

12. In addition to those taken in a formal meeting, decisions may be taken through the medium of e-mails addressed to a single member who will act as the designated member. This single member shall normally be the chairman, or in his absence the vice chairman or a committee member appointed by the chairman for the purpose. Committee members taking part in such a discussion are required to copy to all other committee members their views as the discussion progresses. Should the matter require a vote, the designated member will count the votes in favour of a proposal and the proposal will be deemed to have passed once a majority of the committee members have voted in favour. The designated member will then notify the committee members as to whether the proposal has been carried. All decisions taken by e-mail are to be documented and referred to in the minutes of the following formal meeting.

13. The designated member may in an urgent circumstance make a decision unilaterally and should notify other committee members immediately by e-mail of that decision. Such a decision may commit only up to a financial limit set and periodically reviewed by Committee decision. If time allows, the designated member should consider carefully any dissenting opinions that are received from other committee members before proceeding.

14. All proposals by the committee for expenditure to be incurred in excess of £1,000 from 1 January 2015 are to be documented in a format which includes compliance checks for the proposal. A draft proposal will be circulated to committee members as a basis for discussion regarding the proposal and then a final commitment circulated once approved. Expenditure of up to £1,000 is to be considered minor and decisions relating to this may be taken in a less formal manner but still with committee approval. General expenses of smaller sums will not require approval in this manner but will need to be reported at the following formal committee meeting. The level of £1,000 referred to in this Rule is to be incremented annually from May 2016 in accordance with the Consumer Price Index.

15. The Annual General Meeting of the Society shall be held in the months of May or June in each year and every member shall receive not less than thirty days' notice of such meeting by publication in the Newsletter of the Society dispatched to him or her by post or by e-mail at his or her last known address.

16. The Treasurer shall present to the Society at its Annual General Meeting an account of the finances of the Society prepared in accordance with all relevant legislation.

17. Ordinary meetings of the Society may be convened by the Secretary upon request by the Committee by a similar notice to that in Rule 15, which notice shall state the business to be considered at the meeting.

18. Special meetings of the Society may be convened by the Secretary upon request in writing signed by one fifth of the members or by twenty members, whichever shall be fewer, upon similar notice to that in Rule 15, which notice shall state the business to be considered at the meeting.

19. At the Annual General Meeting, at each Ordinary Meeting and at each Special Meeting the Chairman, and in his absence the Vice-Chairman, and in their absence a member selected by the Committee, shall take the chair. Every member including the Chairman shall have one vote and in the case of equality of votes the chairman (or acting chairman) shall have a casting vote.

20. The quorum at all meetings of the Society shall be as follows: for motions proposing any repeal, addition to or amendment of the Rules of the Society and for motions relating to the expulsion of any member: fifteen; for all other business: five.

21. At all meetings of the Society members may vote in person or by proxy. Proxies shall be in such form and exercisable in such manner as the Committee shall appoint. Any proxy shall be sent with the notice calling the meeting in accordance with Rule 15. Proxy forms shall carry details of the matter(s) under discussion together with reasons for their inclusion, and may carry recommendations about how a vote should be cast. Completed proxies must be returned to the secretary by post or by e-mail to arrive not less than 72 hours before the start of the meeting.

22. The Committee shall meet four times a year and additionally as required. The Chairman shall preside, in his absence the Vice-Chairman, and in his absence a member selected by those present. The quorum at all meetings of the Committee shall be three members thereof including at least one of the officers of the Society. Each member including the person presiding shall have one vote and in the case of equality of votes the chairman (or acting chairman) shall have a casting vote.

23. In pursuit of its objectives the Society may engage in any lawful fund raising or trading activity, but under no circumstances other than those covered in Rules 24, 25 and 26 shall any profit or financial surplus arising from such activity be distributed to or applied for the personal benefit of any member of the Society.

24. If, in the opinion of the Committee, circumstances so require the Society may at any time engage paid administrative or other staff and members of the Society shall not be debarred from such employment solely by reason of their membership of the Society. Any member of the Society who becomes a paid employee of the Society shall not be entitled to speak or vote on any resolution directly affecting his or her pay and conditions of service.

25. Where a member of the Society is engaged by the Society to undertake work which is part of his other normal professional duties the Society must pay that member his or her usual professional fees and expenses. Such a member may not speak or vote on any resolution directly affecting his or her contract of service.

26. The Committee may at its discretion refund wholly or in part any personal expenses or other authorised expenditure reasonably incurred by a member while on the Society's business.

27. No member of the Society shall make public statements or enter into commitments on the Society's behalf unless duly authorised by the Committee.

28. The Society shall publish the Society's Newsletter at such intervals as the Committee shall decide and a copy shall be sent to each member by post or by e-mail at his or her last known address. In addition, copies may be sent at the discretion of the Committee to individuals or organisations whose awareness of the Society's existence may be in the Society's interest, but who shall have no membership rights.

29. The Committee shall have power to admit honorary members to membership of the Society without subscription. Such membership shall be given to persons who in the Committee's opinion have made outstanding contributions to the advancement of the works of William Havergal Brian. Such honorary membership shall be for life but shall otherwise be subject to termination in the same manner as ordinary membership.

30. The Committee may invite any public figure sympathetic to the Society's objects to become a patron of the Society. It shall be understood that in agreeing to become a patron of the Society such a person agrees only to the use of his or her name in promoting the Society's objects and that the position of patron shall carry no mandatory duties or obligations. A patron may at any time withdraw his or her patronage by giving twenty-one days' notice to the Secretary in writing. If not already entitled in some other capacity a patron shall receive the Newsletter free of charge. Unless otherwise specified a patron of the Society shall be appointed for life and there shall not be more than three patrons at any one time.

31. If the Committee so decides it may appoint a President and vice-presidents of the Society. These positions shall be regarded purely as appointments of honour without any mandatory duties or obligations and shall be awarded to persons whose service to the music of William Havergal Brian or the Society has been outstanding. A President or vice-president may be appointed for life or for a term of years as the Committee shall determine. If a President or vice-president is not already a member of the Society his or her status during his or her tenure of office shall be that of an honorary member of the Society.

32. It shall be the duty of the Committee, if at any time they shall be of the opinion that the interests of the association so require, by letter to invite any member to withdraw from the Society within a time specified in such letter, and in default of such withdrawal to submit the question of his expulsion to a meeting to be held within two months of the date of such letter. It shall be the duty of the Secretary to inform the member in question of the time and place of the meeting and of the nature of the complaints against him in sufficient time to afford him a proper opportunity of offering his explanation. At such meeting the member shall be allowed to offer an explanation of his conduct verbally or in writing, and if thereupon two thirds of the members present shall vote for his expulsion he shall thereupon cease to be a member of the Society.

33. Any member shall, on ceasing to be a member of the Society, forfeit all rights to and claims upon the Society and its properties and funds.

34. These rules may be altered, repealed or added to by a resolution passed by a three-quarters majority of the members of the association who are present in person or by proxy at a meeting of the association, providing that no amendment is made which would have the effect of causing the Society to cease to be a charity in law.

35. If at any time it is decided that the Society can no longer continue to function, any assets remaining after the satisfaction of all debts and liabilities shall not be paid to the members but shall be given to some other charitable institution or institutions having objects similar to the Society.

May 2015