Model constitution: October 2021 updates

Making Music published a model constitution with the Charity Commission for England and Wales in 2015. We reviewed and updated the constitution in October 2021, with Charity Commission and OSCR approval.

This resource is for groups that are currently using the 2015 version of our model constitution and want to find out about the October 2021 changes. It explains what has changed and the options if they would like to make the same changes. The updated constitution can also be downloaded at the bottom of the page

If you are not currently using our model constitution but would like to, you can view the updated October 2021 version with guidance notes.

Why has Making Music made the changes and what are they?

It is good practice to review your constitution every five years to see if it is still useful and relevant, and if there could be changes that would benefit your group. This review (delayed slightly due to Covid) is in line with that best practice. The main changes are:

  • tidying up of language
  • extending powers for trustees to co-opt other trustees
  • adding clauses that allow for online committee and general meetings

There is a full list of the changes below.

Does our group have to make the same changes?

No, you can keep your constitution as it is. But we do recommend the trustees a look at the changes and consider if they will be helpful for your group. The notes below explain more about what they are and why we have made them.

Can we make some, but not all, of the changes?

Yes. We encourage and recommend that you make all the changes, but you do not have to – you can make the changes that are most relevant and useful to your charity

How do we make the changes?

The current model (and your current constitution) states that no amendment may be made to clause 1 (the name of the Society), clause 2 (the objects), clause 13 (finance), or clause 19 (dissolution), without the prior written consent of the Charity Commission.

The changes do involve small tweaks to both clause 1 (the name of the Society) and clause 2 (the objects). As none of these changes (full details below) actually involve changing the name or objects, a common-sense approach can be taken, and they can be viewed as administrative.

As such all the changes are administrative, which means that you need members approval but not prior permission from the regulator. The process for making changes is:

  1. Decide as a committee which changes to adopt
  2. Propose the changes to your members - this could be at your next AGM or by calling an EGM (see current constitution for rules). You need to present a resolution which details the changes and ask the members for a vote to accept them – You can use the notes in 'Changes to the document'  section together with the downloadable model document with tracked changes (both below) to put your resolution together. 
  3. Assuming the vote passes, inform the regulator of the changes:

For groups in England and Wales, we are hoping to develop a template for making the changes with the Charity Commission. This will simplify the process of informing the Charity Commission of changes. If you would like to be included in this please email us.

Changes to the document

Changes throughout the document

  • Society now reads ‘charity’ – this is to make the wording more inclusive and relevant to all music groups (includes clause 1 and 2).
  • References to ‘committee member’ or ‘committee’ are now ‘trustee’ or ‘trustees’ – all committee members are trustees – so we have aligned the language to avoid confusion
  • ‘Chairman’ is now ‘Chair’ – more inclusive language

Clause 2 – Objects

Changed ‘public concerts and recitals’ to ‘public events’ - this is to make the wording more inclusive and relevant to all music groups.

Clause 3 – membership

Sub clause 4: now reads ‘The trustees must keep a register of names and addresses of the members. This must be made available to any member upon request, assuming the relevant data protection permissions are in place. ‘

Addition of section in bold – this clarifies a common query we get from members.

Clause 4 – termination of membership

Sub clause 2: this previously stated a member could not resign if ‘after the resignation, there would be less than two members’. This condition has been removed and an alternative check added at Clause 8 – see below.

Clause 5 – Renamed ‘Trustees and Officers’ from ‘Officers and trustees’

  • Sub clause 1: changed to allow for possibility of co-opting trustees and introduce the concept of two types of trustees: 
    • Elected
    • Co-opted
  • New sub clause 2 added: ‘All members of the committee are trustees’. Added for clarity as this is a common query.  
  • Sub clause 3 (formerly 2): tidying of language
  • Sub clause 4 (formerly 3): clarifying that elected trustees have to be a member of the charity (as opposed to co-opted trustees who do not).
  • Renumbering of sub clauses.

Clause 7: Appointment of trustees

  • Sub Clause 1,2 and 3 now become 1 with parts a, b and c – and reference specifically the appointment of elected trustees.
  • New sub clauses 2 and 3 cover provision for co-opted trustees
    • Previously trustees could only co-opt a trustee if an existing trustee resigned mid-term, and the co-opted trustee had to be a member of the charity and had to stand for election at the next general meeting. This provision remains.  
    • However, an extra provision has been added that allows trustees to co-opt trustees who are not members of the charity to provide additional expertise or experience. These co-opted trustees do not have to stand for election. This might be useful if, for example , no one is willing to be treasurer. There are two conditions added to ensure members do not lose control to co-opted trustees:
      • co-opted trustees cannot represent more than one third of all trustees
      • co-opted trustees serve no more than two consecutive three year terms.
    • Additionally, trustees can appoint co-opted trustees as officers, but again as a check and balance no more than one third of all officers can be co-opted Trustees.

Clause 8 - Disqualification and removal of trustees

  • New sub clause 1: ‘There must be at least three charity trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees or appoint a new charity trustee’. This is added in replacement of wording removed at Clause 4 Termination of membership, sub clause 2 (see above).
  • Renumbering of clauses and reclassifying some as sub clauses
  • Sub clause 2: removal of wording at sub clause 2d to reflect new sub clause 1.

Clause 10 - Meetings and proceedings of the committee

  • Sub clause 2: shortening of notice period of a special committee meeting to co-opt a trustee from 21 to 14 days.  
  • Sub clause 6: additional wording to align with changes to new Clause 8 Disqualification and removal of trustees, sub clause 1 above
  • New sub clause 14: to allow electronic committee meetings.

Clause 14 - Annual General Meeting

Sub clause 5:  wording change to clarify that it only applies to elected trustees

Clause 16 - Procedure at General Meetings

  • Sub clause 2 now reads: A quorum is: 3 members, excluding the charity trustees, who are entitled to vote upon the business to be conducted at the meeting;
    • Wording in bold added to clarify a common query.
  • New sub clause 7: to allow for electronic general meetings

Clause 18 - Alterations to the constitution

Wording changed to state that amendments need to be made in-line with framework required by regulation. This change is to ensure there is no future conflict between the constitution and regulation changes.

Download 

Download the updated model constitution: 

Download the model constitution (Word)

Download the model constitution (PDF)

Download the updated model constitution with changes tracked so you can see what has changed: 

Download the model constitution_changes tracked (Word) 

 


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.