THE ROYAL SCHOOL OF CHURCH MUSIC WAIKATO BRANCH 1. CONSTITUTION This document shall be the written Constitution of The Royal School of Church Music Waikato Branch formally constituted by the Council of The Royal School of Church Music under Article of Association 52. 2. DEFINITIONS In this document the following expressions shall have the meanings indicated in this clause: RSCM The Royal School of Church Music RSCM Council The Council of the RSCM, situated in the United Kingdom RSCM NZ The Royal School of Church Music, New Zealand RSCM NZ Council The Council of RSCM NZ National Constitution The Constitution of RSCM NZ National Secretary The Secretary of RSCM NZ RSCM Waikato The regional branch of the RSCM NZ, consisting of Affiliates, Friends and Individual Members of the RSCM resident in the region of Waikato Branch RSCM Waikato Chairman The Chairman or Chairwoman of RSCM Waikato Secretary The Secretary of RSCM Waikato Treasurer The Treasurer of RSCM Waikato Committee The Management Committee duly elected to manage the RSCM Waikato 3. PURPOSE AND OBJECTS (a) Purpose The purpose of RSCM Waikato shall be inter alia the furtherance in its Branch area of the objects of The Royal School of Church Music. (b) Objects (i) The objects for which the RSCM is established are to promote the study, practice and improvement of music and speech and such other matters as in the opinion of the RSCM shall be relevant to the conduct of Christian worship. (ii) The objects of RSCM Waikato shall be: (a) the objects of the RSCM; (b) to promote and inspire high standards of liturgical music, whether it be classical or modern, choral or instrumental, simple or difficult; (c) to organise workshops and choral festivals; (d) (e) (f) (g) (h) (i) (j) (k) to aid church musicians, both singers and instrumentalists of all ages, to increase their skills, including encouraging composition by competition, publication and performance; to encourage involvement by clergy and congregations in church music; to assist congregations to discover and develop new styles of music in worship; to offer support to organists, choir directors, choirs and clergy in their work; to arrange for help and advice from experts when required; to foster friendship amongst church musicians; to stimulate ecumenism; to liaise with and cooperate with other similar organisations with whom RSCM Waikato has objects in common. PROVIDED THAT such purposes, objects and benefits shall be limited to New Zealand. (iii) The provisions of this clause may be deleted or altered, and new provisions may be added, pursuant to a vote of at least 75% of members present and entitled to vote at a General Meeting called for such purpose, PROVIDED THAT any such deletions, alterations or additions are approved by the RSCM NZ Council 4. GOVERNANCE (a) RSCM Waikato shall be self-governing within the terms of this Constitution. (b) RSCM Waikato shall collect and pay to RSCM NZ such reasonable levies on the membership as shall from time to time be required by the RSCM NZ Council. (c) RSCM Waikato shall remit annually to RSCM NZ Council the minutes of the Annual General Meeting and other General Meetings, the Chairman’s Annual Report and the audited or reviewed balance sheet for the year. (d) RSCM Waikato shall keep and maintain a register of its Affiliates, Friends and Individual Members, a copy of which shall be deposited with the National Secretary. RSCM Waikato shall cause the name of an Affiliate, Friend or Individual Member who ceases to be such to be deleted from the register of Affiliates and Personal Members of that Branch. Members of the RSCM Waikato shall be deemed to be members of RSCM NZ pursuant to clause 7 of the National Constitution. 5. MEMBERSHIP (a) Membership of the RSCM Waikato is open to persons and bodies resident or established in the Branch area who belong to or are affiliated to churches represented in the World Council of Churches, the Roman Catholic Church and other Christian denominations and to other persons or bodies who subscribe to the objects and purposes of the RSCM NZ. (b) There shall be three principal levels of membership: (i) AFFILIATES, which shall be groups, the members of which are deemed to be members of RSCM Waikato in respect to the privileges and appurtenances of membership EXCEPT THAT, (c) 6. pursuant to clause 8(b) herein, only three representatives nominated by the Affiliate may cast a vote on matters arising in any General Meeting. (ii) INDIVIDUAL MEMBERS who are entitled to all the privileges and appurtenances of membership including a vote on matters arising in a General Meeting. (iii) FRIENDS who are entitled to some of the privileges and appurtenances of membership including a vote at a General Meeting. RSCM Waikato may encourage other informal affiliations so that adherents may enjoy some benefits of membership and can receive communications. MANAGEMENT OF RSCM (a) The affairs of RSCM Waikato shall be managed by a Committee, which shall consist of the following people: (i) Chairman The Chairman, who shall be appointed by the RSCM Council after consultation with the RSCM NZ Council, shall be a Individual Member of the RSCM, a Friend and/or a member of an Affiliate. The Chairman will normally hold office for a term of four years but may be reappointed at the end of such term for a further term of up to four years after which he or she must step down. Notwithstanding the requirements of the above provision, anyone who has served the maximum continuous term as Chairman or Chairwoman as hereinbefore provided may, after the lapse of at least twelve months, be elected for a further term or terms of up to four years each, to a maximum of two successive terms. (ii) Secretary The Secretary, who will normally be an Individual Member of the RSCM, a Friend and/or a member of an Affiliate, shall be elected at an Annual General Meeting of the Branch and shall normally hold office for a term of twelve months but may be re-elected at the end of such term and any future terms. (iii) Treasurer The Treasurer, who will normally be an Individual Member of the RSCM, a Friend and/or a member of an Affiliate, shall be elected at an Annual General Meeting of the Branch and shall normally hold office for a term of twelve months but may be re-elected at the end of such term and any future terms. (iv) Ordinary Members Ordinary Members, who will normally be Individual Members of the RSCM, Friends and/or members of an Affiliate, shall be elected at an Annual General Meeting of the Branch and shall normally hold office for a term of twelve months but may be re-elected at the end of such term and any future terms. The number of such elected members shall be determined by the meeting at which they are elected. (v) Co-opted Members The Committee shall have power to co-opt not more than three persons. A co-opted member shall retire annually and shall be eligible for co-option for a further period, or election to the Committee by an Annual General Meeting. (vi) (b) (c) 7. Ex officio Members Advisors to the RSCM, duly appointed by the RSCM NZ Council, shall be ex officio members of the Committee. (vii) Additional Members In the case where there exists sub-branches of RSCM Waikato one representative of each sub-branch, duly nominated by each subbranch respectively, shall be an additional member of the Committee. (viii) Casual Vacancies The Committee may appoint any person to fill any casual vacancy other than in the office of Chairman and the person so appointed shall hold office until the next Annual General Meeting and shall be eligible for re-election. (ix) Chaplain The Chaplain, who will normally be an Individual Member of the RSCM and/or a member of an Affiliate, shall be elected at an Annual General Meeting and shall normally hold office for a term of twelve months but may be re-elected at the end of such term and any future terms. Auditor or Financial Reviewer An Auditor or Financial Reviewer shall be appointed at each Annual General Meeting and shall normally hold office for a term of twelve months but may be re-appointed at the end of such term and any future terms. The Auditor or Financial Reviewer may not be a member of the Committee. Patrons Patrons of RSCM Waikato may be appointed, or revoked, at any General Meeting convened for such purpose. PROCEEDINGS OF RSCM WAIKATO (a) Committee Meetings The Committee shall be convened at least five times annually. (b) Annual General Meetings An Annual General Meeting of RSCM Waikato shall be held in every calendar year: (i) to elect a Secretary, a Treasurer, Ordinary Members and a Chaplain and to appoint an Auditor or Financial Reviewer and, if necessary or appropriate, a Patron or Patrons; (ii) to receive (a) the Chairman’s Annual Report and (b) the Annual Accounts, which shall have been audited or reviewed by one or more qualified auditors or financial reviewers; (iii) to set the annual subscription for Members and Affiliates for future years; (iv) to transact such other business as is usual at an Annual General Meeting. (c) Ordinary and Extraordinary General Meetings (i) General Meetings of RSCM Waikato shall be convened at the request of its members, who represent no fewer than one third of the members and other persons entitled to vote at such General Meetings. Any requisition for a General Meeting, whether Ordinary or Extraordinary, must state the objects of such meeting and be signed by the requisitionists and deposited with the Chairman. The (d) (e) (f) (g) Chairman shall convene such General Meeting as soon as practicable after his or her receipt of such requisition, Notice of Meetings At least a fortnight’s notice shall be given of all Committee meetings and at least three weeks’ notice shall be given of all Annual, Ordinary and Extraordinary General Meetings. Presiding over Meetings The Chairman shall preside at each Committee meeting and each General Meeting of the Branch or, in his or her absence, another member of the Committee duly elected for that purpose. Quorum (i) The quorum for Committee meetings shall be one half of those members elected or appointed to the Committee; (ii) The quorum for General Meetings shall be one half of those entitled to vote at any General Meeting. Notices to members Notices to members may be delivered by postal and/or electronic means. 8. VOTING (a) Committee Meetings Every elected or appointed member of the Committee shall be entitled to vote at any Committee Meeting; (b) General Meetings At every General Meeting, every member of the Branch whose annual subscription is not in arrears shall have one vote. In the case of an Affiliated Member this power shall be exercised by three persons nominated by the Affiliated Member. Votes may be given personally or by proxy. A proxy shall be appointed in writing. 9. MINUTES OF GENERAL MEETINGS (a) The Secretary shall cause proper minutes of all proceedings of all Committee and General Meetings to be taken and then to be entered in a minute book or file kept for that purpose. The Chairman shall ensure that the minutes taken of all Meetings are checked and signed as correct by the person presiding at the next Committee Meeting or General Meeting as the case may be. When minutes have been entered and signed as correct under this clause they shall, until the contrary is proved, be evidence that the Meeting to which they relate was duly convened and held; that all proceedings recorded as having taken place at the meeting did in fact take place thereat; and that all appointments or elections purporting to have been made at the meeting have been validly made. (b) (i) As soon as practicable after each Committee Meeting, copies of the minutes of such meeting, whether signed correct or not, and copies of all statements of account received by such meeting, whether audited or reviewed or not, shall be forwarded to all Committee Members. (ii) As soon as practicable after each General Meeting, copies of the minutes of such meeting, whether signed correct or not, and copies of all statements of account received by such meeting, whether audited or reviewed or not, shall be forwarded to all Individual Members and Affiliates as well as the National Secretary. 10 FINANCE (a) RSCM Waikato shall have its own banking account styled “RSCM Waikato” into which all moneys received by the Branch shall be paid. The Branch Account shall be operated by the Treasurer and two other members of the Committee, any two of them jointly, elected by the Committee for that purpose. (b) RSCM Waikato is not liable or responsible for any debts incurred by RSCM New Zealand. Reciprocally RSCM New Zealand is not liable or responsible for the payment of subscriptions, accounts or debts of RSCM Waikato. (c) RSCM Waikato shall pay a reasonable annual administration levy to RSCM NZ, such levy to be paid each year by a date determined by the RSCM NZ Council. 11. PROPERTY AND INCOME (a) The property and income of RSCM Waikato shall be applied solely towards the promotion of the charitable aims and objects of the RSCM and RSCM Waikato and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members of the Branch except in good faith in the promotion of those charitable objects or purposes or as a reimbursement for reasonable expenses incurred on behalf of RSCM Waikato and relative to payments that would be made between unrelated parties. (b) No member of the Branch, or any person associated with such person, shall participate in or materially influence any decision made by the Branch or the Committee in respect of a payment to or on behalf of that Branch member or associated person of any income, benefit or advantage whatsoever. (c) The provisions and effects of this clause are entrenched and shall not be removed from this Constitution and shall be included and implied to any document replacing this document. 12. ALTERATIONS OR AMENDMENTS TO THE CONSTITUTION (a) The Branch may alter or rescind this Constitution, or make rules additional to it. In order to amend the Constitution the consent of not fewer than 75% of those present and entitled to vote at any General Meeting called for that purpose is required. (b) All changes and alterations to this Constitution must first be ratified by the Council of RSCM NZ. Such ratification may not be unreasonably withheld. (c) No addition to or alteration of the objects and purposes or the clauses relating to property and income, dissolution or distribution of surplus property on dissolution shall be made without the approval of the Department of Inland Revenue. 13. DISSOLUTION RSCM Waikato may be dissolved upon the consent of not fewer than 75% of those present and entitled to vote at any General Meeting called for that purpose, together with the consent of the RSCM NZ Council 14. DISTRIBUTION OF SURPLUS PROPERTY ON DISSOLUTION OF RSCM WAIKATO If, on the dissolving of RSCM Waikato, any property of RSCM Waikato remains after payment of all costs, MOUs, debts and liabilities, subject to any trust or trusts affecting the same, and after payment of the costs, charges and expenses of that winding up, such property shall not be paid to or distributed among members of RSCM Waikato but distributed: (i) in the first instance, to RSCM NZ; or (ii) in the second instance, to another incorporated charitable association within New Zealand, which has purposes and objects similar to those of RSCM NZ; or finally, (iii) for charitable purposes within New Zealand. 15. INCORPORATION RSCM Waikato may seek incorporation in accordance with the provisions of the New Zealand Incorporated Societies Act 1908 or any Act passed in amendment thereof or substitution therefore under the name of “The Royal School of Church Music Waikato (Incorporated)”.