Constitution of the Society of Saint Gregory
adopted on the eighth day of February 2002 and amended on the thirteenth day of November 2010
1 Name
The name of the Association is the Society of Saint Gregory (“the Society”)
2 Administration
Subject to the matters set out below the Society and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause 7 of this constitution (“the Executive Committee”).
3 Objects
The Society’s object (“the object”) is to promote study, understanding and good practice in the celebration of the liturgy of the Roman Catholic Church, in accordance with the teaching of the Church. The Society aims to achieve this object by the following means, broadly but not exclusively expressed as follows:
(i) by furthering the study and understanding by the people of the liturgy of the Roman Catholic Church, with a view to promoting their active participation therein;
(ii) by providing facilities for the study of liturgy and sacred music;
(iii) by organising meetings, schools and conferences at which instruction in the liturgy and music is given;
(iv) by producing, printing, publishing and making available books, periodicals, music, recordings and other material likely to be required by persons concerned with the liturgy and sacred music.
4 Powers
In furtherance of the object but not otherwise the Executive Committee may exercise the following powers:
(i) 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 relevant requirements of the law;
(ii) power to buy, take on lease or in exchange or otherwise acquire any property, including intellectual property, necessary for the achievement of the object and to maintain and equip it for use;
(iii) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Society;
(iv) power subject to any consents required by law to borrow money and to charge all or any part of the property of the Society with repayment of the money so borrowed;
(v) power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the object or similar charitable purposes and to exchange information and advice with them;
(vi) power to appoint and constitute such advisory committees and working groups as the Executive Committee may think fit;
(vii) power to do all such other lawful things as are necessary for the achievement of the object.
5 Membership
(1) Membership of the Society shall be open to:
(i) individuals (over the age of 18 years) who are interested in furthering the work of the Society and who have paid any annual subscription laid down from time to time by the Executive Committee, and
(ii) any body corporate or unincorporated association (including libraries, parishes, schools) which is interested in furthering the Society’s work and has paid any annual subscription laid down from time to time by the Executive Committee (any such body being called in this constitution a ‘member organisation’).
(2) Every individual member and member organisation shall have one vote.
(3) Each member organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the Society; and may appoint
an alternate to replace its appointed representative at any meeting of the Society if the appointed representative is unable to attend.
(4) Each member organisation shall notify the name of the representative appointed by it and of any alternate to the secretary. If the representative or alternate resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation.
(5) The Executive Committee may unanimously and for good reason terminate the membership of any individual or member organisation: provided that the individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.
(6) Failure on the part of any individual member or member organisation to renew a subscription after due reminder shall constitute forfeiture of membership. Any readmission shall be at the discretion of the Executive Committee who may require any arrears of subscription to be made up.
(7) The Executive Committee may recommend to the Society at its annual general meeting the appointment honoris causa of honorary life members from among the Society’s membership from time to time, and if agreed the requirement to pay a subscription to the Society may be waived, without prejudice to their voting rights as members.
(8) The Executive Committee may also recommend as in sub-clause 5.7 above the invitation to persons of appropriate standing to become Patrons of the Society; if agreed, such Patrons shall not enjoy voting rights unless already being subscribing members in their own right.
(9) The Executive Committee may invite the Archbishop of Westminster for the time being to accept the titular post of Principal Patron of the Society. If accepted the position shall require no involvement, responsibility or duties in the administration of the Society or its affairs on the part of the Archbishop, other than to grant permission to include his title in the Society’s stationery, journal and other publicity
6 Honorary Officers
(1) At the annual general meeting of the Society the members shall elect from among themselves a chairman, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.
(2) If any honorary officer of the Society resigns or is otherwise incapacitated or prevented from fulfilling the duties of office, the Executive Committee may designate one of its number to hold that office until the end of the period of service of the original office holder or until the next annual general meeting.
7 Executive Committee
(1) The Executive Committee shall consist of not less than nine members nor more than twelve members, being:
(a) The three honorary officers specified in sub-clause 6.1 above;
(b) Six members elected at the annual general meeting who shall hold office from the conclusion of that meeting.
(2) The Executive Committee may in addition appoint not more than three co-opted members but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under sub-clause 10.1 and shall take effect from the end of that meeting, unless the appointment is to fill a place which has not then been vacated, in which case the
appointment shall run from the date when the post becomes vacant. In either case the co-opted member shall serve until the next annual general meeting.
(3) The honorary officers shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed. Other members of the Executive Committee shall retire from office at the end of the third annual general meeting after the date on which they came into office, unless they have been elected to fill a vacancy caused by the mid-term resignation of a member, in which case the person elected to fill this vacancy shall retire from office when the originally elected member would have retired. Upon retirement, members are ineligible for re-election for one year unless they have held office for less than 13 calendar months, in which case they may be re-elected.
(4) The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
(5) No person shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
(6) No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Society.
8 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 three consecutive meetings 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).
9 Executive Committee Members not to be personally interested
(1) Subject to the provisions of sub-clause 9.2 no member of the Executive Committee shall acquire any interest in property belonging to the Society (otherwise than as a trustee for the Society) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by 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 Society: 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 instruction or remuneration, or that of his or her firm, is under discussion.
10 Meetings and proceedings of the Executive Committee
(1) The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairman or by any two members of the Executive Committee upon not less than 4 days’ notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days’ notice must be given.
(2) The chairman shall act as chairman at meetings of the Executive Committee. If the chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.
(3) There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.
(4) Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.
(5) The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings of the Executive Committee and any sub committee.
(6) The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of its meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
(7) The Executive Committee may appoint one or more sub-committees, consisting of three or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub committees shall be fully and promptly reported to the Executive Committee. The Executive Committee shall define the terms of reference
of any such sub-committee.
(8) The Executive Committee may establish such working groups as it may think fit to further the object of the Society, and shall appoint secretaries of such groups from among the membership. The Executive Committee shall fix the terms of the appointments and determine the function of such groups. Secretaries of working groups shall be required to report on the activities of their groups in such manner and at such times as the Executive Committee shall direct.
(9) The Executive Committee shall make arrangements for the publication of the Society’s journal on such terms and conditions as it thinks Any memorandum of appointment retaining the services of an editor shall clearly state (a) that it is not a contract of employment by the Society; (b) that any payment, fees or remuneration for expenses incurred shall be paid gross, upon settlement of an invoice to be rendered to the treasurer; (c) any liability for income tax, national insurance etc shall be the payee’s and not the Society’s; (d) an appropriate clause shall be included setting out the period of retention, which may be renewable at the discretion of the Executive Committee.
11 Receipts and expenditure
(1) The funds of the Society, including all donations contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Society at such bank as the Executive Committee shall from time to time decide. All drawings upon the funds of the Society must be authorised by two signatories who shall be members of the Executive Committee and authorised by the Executive Committee to act in the name of the Society.
(2) The funds belonging to the Society shall be applied only in furthering the object.
(3) An invoice or other acceptable evidence of expenses must be submitted to the treasurer in each instance of claim.
(4) The Executive Committee shall have the discretion to award bursaries to students or others of limited financial means to assist towards fees for schools, conferences etc held from time to time by the Society. Funding of such bursaries shall normally be derived from donations solicited from the Society’s membership for this express purpose and clearly shown as such in the Society’s accounts.
12 Property
(1) Subject to the provisions of sub-clause 12.2, the Executive Committee shall cause the title to: all land held by or in trust for the charity which is not vested in the Official Custodian for Charities: and all investments held by or on behalf of the charity (including intellectual property); to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure, and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.
(2) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the charity, the Executive Committee may permit any investments held by or in trust for the charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.
13 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 Society;
(2) the preparation of annual statements of account for the charity;
(3) the auditing or independent examination of the statements of account of the Society; and
(4) the transmission of the statements of account of the Society to the Commission.
14 Annual Report
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 the preparation of an annual report and its transmission to the Commission.
15 Annual Return
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 the preparation of an annual return and its transmission to the Commission.
16 Annual General Meeting
(1) There shall be an annual general meeting of the Society which shall be held in the month of November in each year or as soon as practicable thereafter.
(2) Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 42 days’ notice of the annual general meeting to all the members of the Society. All the members of the Society shall be entitled to attend and vote at the meeting. Accidental omission to give notice to a person so entitled shall not invalidate the proceedings of the meeting.
(3) Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting. The chairman of the Executive Committee shall be the chairman of the annual general meeting, but if he or she is not present, before any
other business is transacted, the persons present shall appoint a chairman of the meeting.
(4) The Executive Committee shall present to each annual general meeting the report and accounts of the Society for the preceding year.
(5) Nominations for election to the Executive Committee must be made by members of the Society in writing and must be in the hands of the secretary of the Executive Committee at least 28 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.
(6) Any member(s) wishing to propose a resolution for consideration at the annual general meeting shall give notice either to the Chairman or Secretary at least 21 days before the date of the annual general meeting. Such notice shall be in writing and supported by the signatures of at least two other members of the Society.
17 Special General Meetings
The Executive Committee may call a special general meeting of the Society at any time. If at least ten members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days’ notice must be given. The notice must state the business to be discussed.
18 Procedure at General Meetings
(1) The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Society.
(2) There shall be a quorum when at least 15 members of the Society are present at any general meeting.
19 Notices
Any notice required to be served on any member of the Society shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address, and any letter so sent shall be deemed to have been received within 10 days of posting.
20 Amendments 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 maybe made to clause 1 (the name of charity), clause 3 (the objects), clause 9 (Executive Committee not to be personally interested), clause 21 (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 Society 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.
21 Dissolution
If the Executive Committee decides that it is necessary or advisable to dissolve the Society it shall call a meeting of all members of the Society, 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 Society. 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 that of the Society as the members of the Society 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 Society must be sent to the Commission.
22 Arrangements until first Annual General Meeting
Until the first annual general meeting following the adoption of this constitution takes place this constitution shall take effect as if references in it to the Executive Committee were references to the persons whose signatures appear at the foot of this document.