2003-10-20 as amended January 2016 and unanimously approved at the AGM on 25 Jan 2016.
A. NAME AND SEPARATE LEGAL ENTITY
The organisation hereby constituted shall be called the “Pretoria Bach Choir”, abbreviated as PBC and hereinafter referred to as the “organisation” or “PBC”.
A.2 The organisation shall:
1. exist in its own right, separate from its members.
2. continue to exist notwithstanding changes in the composition of its membership or office bearers.
3. be able to own property and other possessions of whatsoever nature in its own name.
4. be able to institute or defend legal actions or other legal procedures in its own name.
5. be a voluntary association and a non-profit public benefit organisation.
6. be seated in Pretoria and operate in the communities from the greater Pretoria area and surrounding cities.
B.1 The organisation’s main objectives are to:
1. provide volunteer singers from all the communities in its operational area the continuous opportunity to participate in rehearsing and performing sacred choral music of a high standard by establishing, maintaining and constantly developing at least one or several choirs or other musical groups as the demand or desire for them might arise.
2. organise, initiate and/or bring about comprehensive, regular public performances of sacred choral music generated by the organisation either on its own or in conjunction with other musicians or groups of musicians in order to benefit people from the communities within the operational area of the organisation who otherwise might not have the opportunity to regularly attend or participate in live performances of this genre of music.
3. develop this genre of music and public participation therein as a joyful activity wherein choir members and other supporting musicians individually and in a group may find relief from everyday stress and anxiety.
4. actively allow the shared effort and pleasure of participating in bringing this genre of music authentically to life to unite people from different classes, cultures and backgrounds by managing this endeavour to bring about mutual understanding, patience, goodwill and peace to an otherwise polarised society.
B.2 Resulting secondary objectives of the organisation are to:
1. carefully select volunteer singers with musical ability or potential from all walks of life and from all societies in its operational area on a continuous basis in order to broaden the scope and constantly renew the membership of the organisation.
2. provide individual and/or group training for members with respect to voice development, establishment and/or advancement of musical knowledge and skills, as deemed necessary.
3. educate members, audiences and the public about the historical background, contemporary meaning and spirit of the works to be rehearsed and performed.
4. mobilise resources and raise funds by selling tickets for performances, collecting membership fees from members and obtaining sponsors or funds from donors as required.
5. acquire the services of knowledgeable musical or other professionals whenever needed.
6. provide and maintain a sound and effective management structure consisting of its members to ensure continuity of all activities and to ensure proper financial management of all resources.
C. PROPERTY, ASSETS AND INCOME
1. The organisation shall be entitled to own, in its own name, property of any description whatever, and with regard to the acquisition, alienation, registration, hypothecation or any like matter of such property, the signature of the Chairperson and the Treasurer, or Vice Chairperson in the absence of a Treasurer, shall bind the PBC subject to the prior agreement of the Management Team.
2. The organisation will keep and retain a written record of everything it owns and will include this record in the financial reports and statements generated from time to time and keep these on file.
3. The current whereabouts of its possessions will also be stipulated and kept on file with the financial reports.
4. No profits or gains shall be distributed to any person except as reasonable compensation for services rendered and the funds of the organisation shall be utilised solely for the objectives for which it was established or for investment.
5. Members or office bearers of the organisation have no rights to the property or to other assets of the organisation and shall not be liable for any of its debts or other obligations.
6. Expenses paid on behalf of the organisation will be refunded but only if such expenses had been approved by the Management Team or its appointed representatives prior to the expense taking place.
7. The organisation may not give any of its funds or possessions to its members, musical professionals in its service, or any member of its Management Team.
1. Membership of the organisation is open to all persons regardless of race, culture, language, religion or gender.
2. Aspiring volunteer singers must eventually meet certain musical requirements tested at an audition. In order to optimise chances of success for new applicants to meet these requirements, and to serve other practical purposes, membership has been divided into three types.
D.2 Trial Membership: (temporary)
D.2.1 Definition of a Trial Member
1. A Trial Member may be any person who provisionally but regularly joins choir rehearsals with the aim of becoming a singer (Active Member).
2. There are initially no musical requirements for such a person, but the person must respect and abide by the existing organisational practices and will be subject to all the behavioural requirements applicable to Active Members.
D.2.2 Audition preparation
1. Trial Membership is limited and provisional and aims to provide a gradual, easy and stress-free way for any volunteers to become potential choir singers.
2. This is achieved by allowing them to provisionally join the organisation on a trial basis in order to acquaint themselves with the environment – musically and otherwise – before completing a formal audition.
3. If the audition is successful, a Trial Member may proceed to become an Active Member pending final approval from the Management Team.
4. The audition must take place within a maximum period of two (2) months after the Trial Member has started to regularly attend choir rehearsals.
D.2.3. Audition Panel and procedure
1. The audition will be conducted by an Audition Panel that the Management Team appoints specifically for this task from time to time.
2. The goal of the audition is for the Trial Member to satisfy the Panel that he/she is suitably qualified to join the choir as a singer and is ready to become an Active Member of the organisation.
3. On completion of the audition, the Adjudication Report of the Audition Panel must be forwarded to the Management Team. It must indicate if the Trial Member should:
a. be allowed to become an Active Member based on a musical point of view,
b. be denied any further participation as a singer in the choir,
c. remain a Trial Member and receive further voice coaching or other musical training, and, after completion thereof, undergo another audition.
4. After taking the Audition Panel’s report into consideration and any other matters that might relate to future successful Active Membership that may have surfaced during the Trial Member’s tenure as Trial Member, the Management Team takes the final decision to allow the Trial Member to become an Active Member, or to completely deny him/her further participation of the organisation or to allow him/her to continue as a Trial Member for another further stipulated period subject to meeting certain requirements at a certain point in future.
D.2.4 Requirements for Trial Members to become Active Members:
1. A good, natural voice that suits choral singing and good intonation.
2. A sense of rhythm and the ability to remember the tune of his/her voice part.
3. Some experience of sight-reading and a basic knowledge of music theory and if not, the ability, willingness and resolve to acquire these.
4. To prove these in the audition.
5. To demonstrate during the time spent in the choir as a Trial Member, that she/he can abide by, and support the organisation’s objectives and practices and that she/he has the internal discipline to punctually attend rehearsals and to master the requirements that need to be met by Active Members.
6. Trial Members will only pay a pro rata amount of the membership fee or a monthly rate if they pass their audition and have become Active Members. The amount will be decided upon by management.
D.2.5 Limited responsibilities and rights: Trial members…
1. need to attend rehearsals and other musical activities aimed at improving musical skills regularly and to arrive punctually.
2. may not sing in choir performances even if they have attended sufficient rehearsals for that performance, unless special approval of participation has been obtained from the Management Team in writing.
3. do not need to pay membership fees, but may start doing so if they choose.
4. do not need to sell tickets for concerts, but may do so if they choose.
5. may attend but not speak at the Annual General Meeting of the organisation.
6. do not have voting rights at the Annual General Meeting of the organisation on any matters.
D.3 Active membership:
1. An Active Member is a person who regularly takes part in the musical activities of the organisation as a singer after having passed an audition and after having received written proof from the Management Team that confirmed his/her active membership.
2. Active Members enjoy the privileges and rights of being permanent singers in the choir, but also have several responsibilities.
D.3.2 It is the right of an Active Member to:
1. attend all choir activities intended for Active Members and all rehearsals designated for his/her voice group.
2. determine the policy of the organisation within the framework of its objectives by attending and voting at the Annual General Meeting or Special General Meetings of the organisation subject to his/her membership fees been paid in full for the preceding financial year and that no ticket sales monies or other debts are outstanding for that member.
3. nominate office bearers of the organisation (members of the Management Team) in writing to the Secretary of the Management Team at least 7 calendar days before the announced date of the Annual General meeting, subject to the nominating and nominated members’ membership fees being paid in full for the preceding financial year and that no ticket sales monies or other debts to the organisation are outstanding for that member(s).
4. vote for nominated office bearers of the organisation at the Annual General Meeting, subject to his/her membership fees being paid in full for the preceding financial year and that no ticket sales monies or other debts to the organisation are outstanding for that member. Members who still owe money are NOT allowed to vote.
5. be nominated and elected by majority as an office bearer or member of the Management Team of the organisation during the Annual General Meeting, subject to his/her membership fees being paid in full for the preceding financial year and that no ticket sales monies or other debts to the organisation are outstanding for that member.
6. request the Management Team in writing for a reduction of her/his annual membership fees stating valid reasons like unemployment, being a full time student or pensioner with minimal income or any other reason that might compel the Management Team to reduce her/his membership fees for a period.
7. constructively voice or make known any grievance or complaint – musical or otherwise - related to any of the activities or any other member/s or any office bearers of the organisation to the Chairperson of the Management Team in person at an appropriate time or in writing, or in case of complaints or criticism related to the person of the Chairperson, to the Management Team as a whole.
D.3.3 It is the responsibility of Active Members to:
1. attend all activities regularly and to arrive on time.
2. exhibit a positive, patient, polite and generous attitude towards other members of the organisation and its office bearers and to contribute to a general atmosphere of acceptance, belonging and wellbeing for all involved with the organisation.
3. assist whenever requested or required with logistical, organisational or other aspects related to activities of the organisation like putting up posters, distributing flyers, assisting to build choir benches or packing chairs for rehearsals amongst others.
4. pay annual membership fees, which are determined at the Annual General Meeting, irrespective of whether the member attends all choir activities for that entire year or is absent for a period within that year without having resigned his/her membership, or even if the member resigns later during that year. Membership fees are payable by the end of January in the full amount or an amount per month for 10 months of the year as arranged with management.
5. sell tickets for performances and pay over the proceeds derived therefrom to the organisation.
6. abide by the decisions taken by the Management Team.
7. inform the Management Team in writing of his/her permanent resignation from the organisation as an Active Member, and failing which, an absence of a period exceeding 6 weeks from organised activities will entitle the Management Team to expel such a member from the organisation.
8. apply for written permission to the Management Team to be absent and excused from organisational activities for any reason whatsoever for a period exceeding 6 weeks, should the member wish to remain a member (Dormant Member) for that period of absence.
9. undergo another audition at any time if requested by the Management Team to do so without any obligation on the Management Team to provide any reasons for such an additional audition. The outcome of such an audition might compel the Management Team to recall the Active Member’s membership or to require such a member to correct certain aspects of her/his singing by further training and/or to undergo another audition at a later stage to demonstrate that the corrective measures have led to an acceptable result.
10. attend any specified minimum amount of rehearsals in a certain time frame in the run-up to a performance as may be stipulated from time to time by the Management Team. Failure to do so may result in being barred from further participation in that event or even being expelled from the organisation subject to the stipulations below.
11. be respectful and quiet during rehearsals and to continuously pay close attention to instructions from the person appointed by the Management Team to lead the rehearsal, be it the conductor, rehearsal assistant or any other office bearer of the organisation in charge or present.
12. refrain from voicing criticism or personal comments in an unstructured, untimely, personal or emotional fashion that might lead to conflict rather than a constructive solution and that might create an atmosphere of tension and uneasiness amongst members or other people associated with the organisation.
D.3.4 Repeated failure of executing responsibilities:
Should any of these responsibilities not be fulfilled repeatedly, the Management Team is entitled to expel such an Active Member from the organisation by voting on a resolution to that effect, decided by a 50% plus 1 majority, after having warned the Active Member in writing about his/her negligent behaviour on at least two occasions previously within the last 2 years.
D.4 Dormant Membership: (temporary)
This type of membership aims to provide Active Members who are temporarily unable to participate in organisational activities for longer periods of time due to traveling, health, working environment changes or any other valid reasons, a way of remaining a member for an agreed fixed period until such time he/she is able to become active and attend activities again.
1. Any Active Member who cannot for whatever reason participate in activities of the organisation for a period exceeding 6 weeks, must apply to the Management Team in advance in writing to become a “Dormant Member” for that period.
2. Failure to do so might result in the Management Team expelling such a Member in terms of prolonged absence and failing to resign as explained above.
3. If, during or at the end of the permitted period of dormancy, the Dormant Member starts to attend organisational activities again, the Dormant Member is re-elevated to the status of an Active Member by default.
D.4.3 Dormant Membership period exceeded.
Should the Dormant Member not start to attend choir activities before or on the agreed date as applied for in the approved application for Dormant membership, the Dormant Member will remain a Dormant Member for a further period up to a maximum of 6 weeks after which the Management Team will be entitled to expel the dormant member from the organisation.
D.4.4 Membership Fees for Dormant Members
1. Dormant Members are excused from all organisational activities that fall within the approved time period, but must still pay membership fees during the period of dormancy.
2. Failure to pay membership fees will entitle the Management Team to expel such a member from the organisation.
E. MANAGEMENT AND OFFICE BEARERS
E.1 Nomination and election
1. A democratically elected management team will supervise and manage all aspects and matters related to the organisation and all its activities in terms of its Objectives set out in Part B of this Constitution.
2. The Management Team will consist of no fewer than 9 (nine) members elected annually from nominated Active Members of good standing within the organisation.
3. Each one shall be elected at the Annual General Meeting with a majority of 50% + 1 of the members present.
4. They are the office bearers of the organisation.
5. Candidates for election to the Management Team at the Annual General Meeting must be nominated by one active member of good standing and seconded by another, and each nominee must formally accept nomination on the prescribed form that has to reach the Organisational Secretary at least one week in advance of the Annual General Meeting.
E.2 Composition of the Management Team:
1. The following four fixed positions must be filled annually at the Annual General Meeting by one Active Member of good standing each:
c. Organisational Secretary
d. Financial manager
2. The positions as stipulated in E.2.4 will be filled in one or more of the following ways:
a. A position may be filled by an appropriately skilled and willing Active Member in the organisation at the time.
b. A position may be left unfilled and the Management Team may decide at a later stage how best to deal with it. For example, someone may be contracted in from outside
c. A position may be filled by a Management Team member that has already been elected to any other Management Team position at the AGM should the skillset and interest of the individual overlap with these positions, either by electing the same Management Team member to more than one position already at that AGM or allowing the Management Team to appoint a Management Team member to such open position at a later stage.
d. The members of the organisation may instruct the Management Team at the Annual General Meeting to contract in the services of external professionals to fulfil certain or all tasks associated with a particular position.
3. The above options mentioned in E.2.2 are subject to at least 5 Management Team members in total being nominated and elected from members of good standing of the organisation for some or all of these positions at each Annual General Meeting.
4. The positions are:
a. Fund raising manager
b. Membership manager
c. Social media manager
d. Website administrator
e. Scores, sheet music and electronic documents manager
f. Marketing and Advertising manager
g. Sales manager (tickets)
h. Events Manager
i. Rehearsal Planner
j. Musical Knowledge & Skills Development Manager
k. Logistics and Venue manager
l. Voice group tutor
m. Rehearsal conductor
n. Vocal coach
5. Any external professionals that the members at the AGM or the Management Team may appoint to any of these positions or to fulfil tasks associated with these positions, will always be subcontractors of and/or service providers to the organisation and not members of either the organisation or the Management Team and will thus not have any voting rights, although they may be invited to attend meetings whenever required.
6. All members of the organisation must abide by the decisions that are taken by the Management Team.
F. TASKS, PROCEDURES AND MEETINGS OF THE MANAGEMENT TEAM
1. The Management Team, being vested with all managerial powers, subject to confirmation at the annual or any other general meeting, shall be responsible for initiating, organising, supervising and managing all activities of the organisation.
2. The Management Team 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.
3. The Management Team may ask for assistance from any person(s) who may become co-opted members of the Team without voting rights. Co-opted members shall cease to be such on dissolution of that Management Team, or at an earlier stage if so decided by the Management Team.
4. Elected members of the Management Team shall hold office until the next AGM and are eligible for reelection.
5. In the event of a Management Team member having to relinquish his/her appointment for whatever reason, the Management Team shall co-opt a substitute until the next elections.
6. The Management Team must hold a meeting at least every second month.
7. All Management Team members shall attend meetings regularly.
8. The chairperson shall act as the chairperson of the Management Team. If the chairperson does not attend a meeting the vice-chairperson will chair the meeting.
9. The chairperson has a deciding vote in addition to his ordinary vote at all meetings.
10. Fifty (50) percent of the number of the Management Team members shall constitute a quorum, provided that where the Management Team does not consist of an even number, the nearest number of persons above one half shall constitute a quorum.
11. There shall be a quorum whenever such a meeting is held.
12. Resolutions of any meeting of members or of the Management Team shall be passed by a majority of votes of members present.
13. Minutes of all meetings must be kept safely and always be on hand for members to consult.
G. ANNUAL GENERAL MEETING
1. The organisation shall hold an Annual General Meeting not later than 3 (three) months after the end of the financial year.
2. The date, time, venue, and agenda of such a meeting shall be determined by the Management Team.
3. Paid up Active Members of the organisation are required to attend the AGM.
4. At the AGM members exercise their right to determine the policy of the organisation.
5. The agenda for the Annual General Meeting shall include at least:
a. the reading and confirmation of the minutes of the previous such meeting,
b. an opportunity to deal with matters arising from those minutes,
c. the Chairperson’s report to the organisation on its activities and financial position,
d. the tabling and ratifying of the reviewed financial statements of the organisation,
e. the appointment or reappointment of the organisation’s Financial Officer,
f. the election of the Management Team for the period to the next Annual General Meeting, g. any general matters.
7. 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.
8. Candidates for election to the Management Team at the Annual General Meeting must be nominated by one Active Member of good standing and seconded by another, and each nominee must formally accept nomination, on the prescribed form, in advance of the Annual General Meeting.
9. Fifty (50) per cent of the active paid up Active Members of the organisation in good standing shall constitute a quorum.
10. All decisions shall be taken by a fifty (50) percent plus 1 majority regarding all matters besides amending this Constitution and/or deciding to dissolve the organisation which are subject to stipulations as found in Parts K and L of this Constitution.
11. Should a quorum not be obtained, the chairperson shall give written notice to all members of a special general meeting to be held within three weeks, at which time resolutions will be passed by a majority of the members present.
12. If the votes on an issue are equal, the Chairperson of the Management Team shall have a second and deciding vote.
H. SPECIAL GENERAL MEETINGS
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 Team or by written request signed by at least five members of the organisation in good standing.
2. All Active Members of the organisation shall be notified at least two weeks (14 days) beforehand of the date, time, venue, and agenda of any Special General Meeting.
3. The quorum shall be 50% of Active Members of good standing in the organisation at that point in time.
4. All decisions shall be taken by a fifty (50) percent plus 1 majority regarding all matters besides amending this Constitution and/or deciding to dissolve the organisation which are subject to stipulations as found in Parts K and L of this Constitution.
5. If the votes on an issue are equal, the Chairperson of the Management Team shall have a second and deciding vote
I. POWERS OF THE ORGANISATION
The PBC shall have all such powers as are necessary for the purpose of achieving its objectives, including the power to be exercised through the Management Team established in terms of this Constitution and to:
1. purchase, accept as donation or acquire in any other way property of any description whatever;
2. deal with such property in whatever manner it may deem fit;
3. open and operate banking or such other accounts as the Management Team may decide.
4. remunerate or pay gratuities to persons who render services to or on behalf of the PBC;
5. make donations for the purpose of furthering the objectives of the PBC;
6. enter into or execute any contracts, deeds or other documents in the course of administering the organisation’s affairs;
7. raise funds by any means which it deems fit subject to the provisions of the Fund Raising Act of 1978 as amended;
8. appoint any professional musicians or other professionals;
9. invest such funds as are not required for the ordinary running of the organisation’s affairs in such a manner as it may deem fit.
1. The Financial Manager of the organisation shall be responsible for controlling the finances of the organisation in liaison with the external Finance Officer.
2. The members of the organisation shall appoint an external Financial Officer at the AGM, who shall preferably be a registered auditor or somebody active in the industry with the appropriate experience and objectivity.
3. The Financial Officer shall be responsible for reviewing and certifying the financial records of the organisation and the financial statements for the AGM.
4. The Financial Manager shall furthermore use the Financial Officer as a continuous source of professional assistance and guidance in terms of the bookkeeping and record keeping requirements, systems and or any other financial, tax or legal matters related to the organisation.
5. The Financial Manager shall deposit all funds of the organisation in current and/or call accounts or other accounts held at registered bank in the name of the organisation as stipulated in J.12.a to c underneath.
6. The Financial Manager shall also maintain proper records of all financial transactions involving the organisation.
7. Cheques issued by the organisation shall bear the signature of two (2) authorised signatories and the same applies to electronic funds transfers.
8. A maximum of four (4) authorised signatories will be nominated at the first Management Team meeting after the AGM and must include the Chairperson.
9. The financial year of the organisation ends on 31 December.
10. The accounting records and reports of the organisation shall be reviewed annually by the Financial Officer appointed at the Annual General Meeting.
11. A copy of the reviewed financial statements of the organisation shall be lodged with the Director of Nonprofit Organisations within nine (9) months of the end of the organisation’s financial year.
12. The funds of the PBC, a public benefit organisation, will be used solely for the objectives for which it was established, or shall be invested:
a. with a financial institution as defined in section 1 of the Financial Services Board Act, 1990 (Act No. 97 of 1990); or
b. in any listed financial instrument of a company contemplated in paragraph 8.5.1 of the definition of ‘listed company’ in the Companies Act; or
c. 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.
13. The PBC is an amateur organisation and PBC members singing in the choir shall not be paid for performing in concerts or elsewhere. Any such payments made shall be for the organisation’s funds.
14. 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.
15. 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 of South Africa.
16. At least three persons who accept fiduciary responsibility for the public benefit organisation (PBC), will not be connected persons in relation to each other, and no single person directly or indirectly will control the decision making powers relating to the organisation
17. The organisation may not accept a donation which imposes conditions enabling the donor or any connected person in relation to the donor to derive a direct or indirect benefit.
18. 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 the objectives of the organisation.
19. The Financial Manager shall have the right to pay for the hire of professional musicians, soloists, scores, performance venues and for any expenses incurred in the staging of an event organised by the PBC. However, she/he may do so only on receipt of relevant written payment advice from the Chairperson or on receipt of the relevant supplier’s invoices.
20. The records of all payments shall be retained as part of the financial records of the organisation for such reasonable period as the Financial Officer may advise from time to time.
21. Members of the organisation shall have a right of reasonable access to all financial records of the organisation.
K. AMENDMENTS TO THE CONSTITUTION.
1. The constitution may be amended by a resolution at the AGM or special general meeting provided that notification of the proposed amendment is given to the Organisational Secretary in writing at least 14 days before the meeting, and provided further, that no amendment shall be of effect unless two thirds plus 1 of the total active paid-up members are in favour thereof, and that
2. the Organisational Secretary distributes a Notice of Amendment containing the proposed amendment to all Active Members at least 10 days before the AGM via email and notify all Active Members of this emailed proposed amendment via sms at the same time.
3. All proposed amendments to the constitution must be contained in the agenda of such meeting.
1. The organisation may close down if at least two-thirds plus 1 of the active paid-up members present vote in favour of closing down at a special meeting convened for the purpose of considering such matter.
2. When the organisation closes down all debts must be settled.
3. Any remaining funds and assets must be donated to another non-profit organisation with similar objectives. A decision in this regard must be put to the vote at a special general meeting.
M. ADOPTION OF THE CONSTITUTION
This Constitution was unanimously approved and accepted by all the members of the Pretoria Bach Choir present at the Annual General Meeting held on 19 January 2015 where 46 out of 54 Active Members were present subject to one amendment.
This amendment states that any changes proposed to this Constitution at the next AGM be approved with a majority of 50% plus 1 and not with a two thirds majority for the last time. After the next AGM, the two thirds majority as stipulated in this Constitution K will be applicable.