Guidance on using our model constitution

Introduction

The new Making Music model constitution has been developed with the Charity Commission for England and Wales, and designed specifically for amateur music groups. The Office of Scottish Charites Register (OSCR) has also approved the constitution for use by Scottish charities.

Contents

  1. What is a constitution?
  2. Who can use our constitution?
  3. How to use our model constitution
  4. Key criteria
  5. Trustees
  6. A Separate ‘Rules and Regulation Document’

​What is a constitution?

A constitution, also called a governing document, is a legal document that establishes what sort of organisation your charity is and acts as a rulebook to help you run your charity. Specifically it sets out:

  • The charity’s purposes (‘objects’)
  • Who can be a member, and how the membership is managed
  • Who runs the charity
  • How to recruit and elect trustees
  • Rules about paying trustees
  • What trustees can do to carry out the charity’s purposes (‘powers’), such as borrowing money
  • How trustee meetings will be held
  • How decisions should be taken
  • How to look after your charity’s money, land, property or investments and keep accounts
  • How the governing document can be changed
  • How to close the charity

A constitution should set out the general framework and principles of how your charity will be run. However, it should not go into specific detail about how your group is run. A good way to look at it is that it should be able to be used by a similar charity in terms of setting out the governance and structure of the charity. However, we do realise documenting specific details relating to your group is important. See the ‘Separate rules and regulation documents’ section below to find out more about how to do this.

Who can use our constitution?

There are a number of different charity structures. Our model constitution is for use by:

  • Unincorporated associations with a wider membership in England and Wales – this is the structure the majority of Making Music members fall under. (For groups based in Scotland and Northern Ireland see over leaf.)

The other types of charity structure are:

  • Charitable incorporated organisation (CIO)
  • Charitable company (limited by guarantee)
  • Trust

Our model constitution cannot be used by these other types of charity. If your group fits into one these you can find further details on the different types of charity structure as well as model constitutions for different structures on the Charity Commission website.

Charities in Scotland and Northern Ireland

The Charity Commission does not regulate charities in Scotland. This is done by the Office of the Scottish Charity Regulator (OSCR). OSCR have approved our model constitution for use by Charities in Scotland. In the model constitution you will see some notes specific to groups in Scotland; you should include the wording in square brackets to meet the requirements of charity law in Scotland.

If you are a based in Northern Ireland please contact the Making Music office for more information on using our model constitution (info@makingmusic.org.uk). 

How to use our model constitution

Our model constitution has been developed with the Charity Commission and is designed to be used exactly as it is.

You should not make any alterations, additions or deletions. The only exception to this is:

  • Clause 1 – where you enter the name of your charity
  • Optional additional Clause at 2(Objects) (2)
  • Clause 13 (Finance) (1) where you put in your financial year end.

There are further notes on this attached to the model constitution.

Why must you use it as it is?

It is a Charity Commission approved document and so is a robust and solid governing document that will stand your group in excellent stead when it comes to matters of charity regulation. Changing the document will jeopardise this.

Fast track to registration

A big advantage of using our constitution is that it will put you on the fast track for registering with the Charity Commission. Remember if your income is over £5000 a year you must register with the Charity Commission. If you use our model constitution exactly as it is, and provide a full and complete application, your registration will be fast tracked making the process easier and quicker. If you do use our model constitution exactly as it is, we will give you a code and notes to make sure you are fast tracked.

Detailed guidance on how to register a charity can be found on the Charity Commission web site here: CC21b How to register a charity. Please read this guidance before you begin your application.

Key criteria

Whilst all the clauses in the constitution are important in running your group there are three key clauses that are the essence of charitable status:

  • 1 – Objects: the society is set up for charitable purposes and for the benefit of the public
  • 13 – Finance: how the charities money should be applied. The key point here is that the charity is a not for profit organisation and all income should be applied solely to achieving its charitable objectives.
  • 19 – Dissolution: this is related to the application of income and sets out that on winding-up of the society any assets shall be transferred to charitable institutions with similar aims.

Trustees

Another key aspect of any charity is management structure – the people responsible for running the charity. These are the trustees and should be elected by the membership.

The important thing to understand about trustees is that all committee members are trustees and all trustees are committee members. You will see both terms used and they are essentially the same thing. Without wanting to labour the point - it is not just officers on the committee (e.g. Chair, Secretary etc.) who are trustees - it is all committee members. There is no exception to this or way around it – it is Charity Commission regulation.

The trustees are responsible for the running and overall direction of the charity. They should ensure that it is; being well run, delivering its charitable objects for public benefit and that income is being used correctly (i.e. to promote and meet the objects).

Our model constitution includes rules about who can be a trustee and how trustees should be elected. You may also find the links below useful for further information on the role of trustees and being a trustee.

A Separate ‘Rules and Regulation Document’

We do appreciate that all music groups are different and have their own ways of doing things that are important to them. As discussed above, a constitution is not the right place for these sorts of specific details and if you are using our model you should not change anything.

Instead we recommend having a separate Rules and Regulation Document’ (this could also be known as a Members Handbook) to go along side your constitution (see Clause 12 (Rules) in our model constitution).

This can set out the particular rules of your group and could expand on some of the constitution clauses. A big advantage of a separate ‘Rules and Regulation’ document is that it can be easily changed by the committee, unlike amending the constitution which requires a member vote at an AGM/SGM. By keeping the specifics out of the constitution and including them in a ‘Rules and Regulation’ document, you have more flexibility in the day to day running and administration of your group.

The important thing to remember is that your separate ‘Rules and Regulation’ document should not contradict anything in your constitution, as the constitution is the legal governing document. A ‘Rules and Regulation’ document could (but doesn’t have to) include such things as: • Membership admission and termination rules • Subscription fees and other payments to be made by members • What members can expect as part of their membership

  • What is expected of members (e.g. rehearsal rules, timekeeping, concert dress, absence or illness policies etc.)
  • A code of conduct – how members should behave towards one another
  • Details of any instrument/property loan between the society and its members
  • Rules about borrowing music for practice
  • How the Society’s property and premises are to be used
  • Expanding on the specific aims and objectives of the society
  • Expanding on the specifics of how income is to be used.
  • Rules around the trustee election process
  • How the committee will communicate with the membership
  • Mechanisms for the membership communicating with the committee – including committee contact details
  • Policies for safeguarding, volunteer management, health and safety
  • Rules about how, how often and by whom the ‘Rules and Regulation’ document will be updated
  • Where the document, and any changes made, can be found and/or will be disseminated.

In our model constitution you will see notes providing further explanation on various clauses as well as suggestions of where clauses could be expanded on in a separate ‘Rules and Regulation’ document.

Download the model constitution.


We hope you find this Making Music resource useful. If you have any comments or suggestions about the guidance please contact us. Whilst every effort is made to ensure that the content of this guidance is accurate and up to date, Making Music do not warrant, nor accept any liability or responsibility for the completeness or accuracy of the content, or for any loss which may arise from reliance on the information contained in it.