CONSTITUTION

1. THE NAME of the Association shall be PLATFORM for PERFORMANCE, hereinafter referred to as PLATFORM.

2. THE OBJECTS of PLATFORM shall be:

To promote, maintain, improve and advance education by the encouragement of the Arts, including the Arts of Drama, Mime, Dance, Singing and Music, and all other Arts relating to the performance and presentation thereof.

3. POWERS

In furtherance of the Objects PLATFORM may exercise the following powers:

i) - hold an annual arts festival in the Newton Abbot area, for public benefit.
- provide a professional platform for performance.
- showcase new talent.
- encourage diverse community involvement in the festival.
- run the festival as a non profit-making venture.

ii) Work in association with Local Authorities, statutory and voluntary agencies, young people including those with special needs, both as individuals and through educational bodies in furtherance of the objects.

iii) Act as support, information and resource base to other organisations for event management.

iv) Support training initiatives and skill sharing to encourage good professional practice.
Investigate existing opportunities for people to get involved with the arts and media (including technical, performance and management), to discover what improvements and new facilities are needed to meet local needs in Devon, and to safeguard existing facilities.

v) Involve young people from all walks of life regardless of creed, striving to be socially
inclusive, multi-cultural and non-party-political, seeking to consult with and be guided by young people.

vi) Undertake such fund-raising as may be necessary to the furtherance of the aims of PLATFORM. Obtain, collect and receive money and funds by way of contributions, donations, affiliations, fees, subscriptions, legacies grants and any other lawful method.

vii) Affiliate to, or accept affiliation from, any body having a similar purpose to PLATFORM.
viii) Employ such staff as are necessary for the pursuit of the objects. Support and manage the work of any staff employed by PLATFORM.

ix) Buy, take on lease or in exchange any property necessary for the achievements of the objects and to maintain and equip it for use.

4. MEMBERSHIP

i) Membership of PLATFORM shall be open to all groups and individuals interested in furthering the objects. There will be an Annual Subscription to be determined by the Annual General Meeting.

ii) Every member shall have one vote.

iii) The following may also be non-voting members of PLATFORM:
Teignbridge District Council Leisure Development Officer.
Coombeshead Studio representative

iv) The Trustees may by two thirds majority vote and for good reason terminate the membership of any individual or organisation: Provided that the individual or organisation concerned shall have the right to be heard by the Trustees, accompanied by a friend, before a final decision is made.

5. TRUSTEES

i) The Executive Committee of PLATFORM shall consist of the following Officers:- Chair, Vice Chair, Secretary, Treasurer together with between one and five other members. All will be elected at the Annual General Meeting.

ii) The Trustees shall aim to include young people (18 - 25 years) as a third of their members.

iii) The Officers and other Trustees shall serve until the commencement of the next Annual General Meeting. Retiring Officers and Trustees are eligible for re-election unless they have already served the Trustees in any capacity for three consecutive years, unless standing unopposed.

iv) The Chair of the Trustees shall be the Chair of PLATFORM.

v) The Trustees may refer any part of their business to a sub-committee or working party as deemed necessary. Officers of the Trustees shall be ex-officio on all such other committees. They shall hold minuted meetings, undertake research and make recommendations to the Trustees for decision.

vi) The Trustees may from time to time co-opt persons who may be specially qualified or have special knowledge and experience available and valuable to the furtherance of PLATFORM's aims. At no time shall such co-options exceed one third of the total membership of the Trustees.
vii) The Officer members of the Trustees, when elected, will relinquish any representative role on behalf of an organisation or body which shall be entitled to appoint a new representative.

viii) A Trustee shall cease to hold office if he or she; is disqualified from acting as a Trustee by virtue of section 72 of the Charities Act 1993; becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; is absent without the other Trustees permission from all their meetings held within a period of 4 months and the Trustees resolve that his or her office be vacated; or 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).

ix) Any Trustee who is engaged in a profession may charge and be paid the usual professional charges for business done by him or her when instructed by the other Trustees to act in a professional capacity of behalf of PLATFORM: Provided that at no time shall a majority of Trustees benefit under this provision and that a Trustee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.

x) No member of the Trustees shall have a personal interest in property belonging to PLATFORM or in any contract entered into by PLATFORM.

xi) The Trustees may by two thirds majority vote and for good reason terminate the membership of any of their own number: Provided that the individual concerned shall have the right to be heard by the Trustees, accompanied by a friend, before a final decision is made.

6. MEETINGS

i) An Annual General Meeting (AGM) shall be held in April each year, or not more than fifteen months after the previous AGM, to receive an annual report and accounts of the previous year; to elect Officers and other Trustees; to appoint Auditors; and to deal with any other business which the Trustees or members should raise, provided that (i) notice of a motion to amend the constitution shall be given in writing to the Secretary at least thirty days before the AGM, (ii) that notice of any other item of business be given to the Chair before the commencement of the meeting.

ii) General Meetings may be convened throughout the year, as felt necessary by the Trustees or at the request of not less than ten members.

iii) Special General Meetings may be convened by the Trustees at any time at their discretion, and shall be called at any time by the Trustees upon the requisition signed by ten or more members of PLATFORM, stating the object of the meeting, which shall be the only subject on the Agenda, being received.

iv) The quorum at all General Meetings will be one quarter of the representatives entitled to vote, and at Trustees meetings it will be four voting members.

v) Trustee meetings will be convened at least four times a year, when necessary.

vi) The Secretary shall keep a record of all meetings which shall be approved and signed at each meeting, and circulated as required.

7. NOTICE OF MEETINGS

i) The Secretary will be responsible for notifying members in writing of meetings they are entitled to attend and for providing an agenda together with minutes of the previous meeting.

ii) The minimum period of notice of meetings will be:
Annual General Meetings 28 days
General Meetings 14 days
Special General Meetings 21 days
Trustees Meetings 7 days

8. VOTING

i) Save as otherwise herein provided, all questions at any General or Trustees Meeting shall be decided by a simple majority of those present and entitled to vote thereat. No persons shall exercise more than one vote, but in the case of an equality of votes, the Chair shall have a second or casting vote.

ii) A vote may be taken by a show of hands, at the Chair's discretion.

9. FINANCE

i) All monies received shall be devoted to the objects of PLATFORM and shall be paid into a bank account in the name of PLATFORM at a Bank approved of by the Trustees.

ii) No member of the Trustees, other than its paid employee(s), shall receive payment either directly or indirectly for services to PLATFORM, other than legitimate expenses incurred in the works of PLATFORM.

iii) The Treasurer shall be responsible for keeping account of all Income and Expenditure and shall present a Financial report to all Trustees meetings, and shall present the annual accounts duly audited or independently examined for approval by the members at the AGM. All cheques drawn against PLATFORM?s account shall be signed by the Treasurer and one other Officer, namely the Chair, Vice-Chair or Secretary, or a member of staff.

iv) All decisions regarding the making of financial grants to member groups in order to further the objects of PLATFROM shall be taken by the Trustees. These decisions to include: Distribution of general funds which may from time to time become available to PLATFORM. Vetting and making recommendations on applications from member groups to grant aiding bodies and subsequent supervision of expenditure.

v) All affiliated organisations and individual members shall be required to pay such membership fees as determined at the AGM.

10. AMENDMENTS TO CONSTITUTION

No alteration to this Constitution may be made except at the Annual General Meeting or Special General Meeting called for this purpose. No amendments or alterations shall be made to clauses 2, 10 & 11 without the prior written permission of the Charity Commission and no alteration shall be made which could cause PLATFORM to cease to be a charity in law. Alterations to the Constitution shall receive the assent of two thirds of the members present and voting at an AGM or Special General Meeting.

11. DISSOLUTION

PLATFORM may at any time be dissolved by a resolution presented at a Special General Meeting of which at least twenty-one days notice shall have been sent to all members of PLATFORM specifying that this is the purpose of the meeting. The resolution must have the assent of two thirds of those present and voting.

Such resolution may give instructions for the disposal of any assets held by or in the name of PLATFORM, provided that if any property remains after the satisfaction of any outstanding debts and liabilities, such property shall not be paid to or distributed among members of PLATFORM but shall be given or transferred to such other charitable institution or institutions having objects similar to some or all of the objects of PLATFORM as it may, with the approval of the Charity Commissioners or other authority having charitable jurisdiction, determine.

Adopted 10 Jan 04

Sandra Perry?s Comments, which I have taken into account in this latest version of the Constitution!

Clause 3.iii This is not a power, it's a way of working which matches the last part of the Objects Clause re creed, inclusivity and consultation (which I'll be surprised if the Ch.Comm. allow)

Clause 5.i
"The Executive Committee shall consist of ....... " means that they manage the charity.
"The Trustees shall aim to include young people as a third of their members". This is in the wrong place and is ambiguous. If it means membership of Platform, it should be in the Membership Clause. If it means membership of the Executive Committee, then it should be a separate
sub-clause and take note of the following:

"A person under the age of 18 cannot be a trustee of a charitable trust or of a charitable unincorporated association. An attempt to appoint someone under 18 as a trustee is not legally valid. By contrast there is no minimum age limit for directors of companies (including charitable ones).
Nevertheless a person appointed as a company director has to be old enough to understand the duties of a director."

Clause 5.vii
The current Ch. Comm. version of this sub-clause is:
... 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). This struck me as a very sensible move by the Ch.Comm. to stop people dropping organisations in the
mire for people like us to sort out.

Clause ix (NEW)
I can see that you have tried to reduce the wording but I suggest the following:

Any Trustee who is engaged in a profession may charge and be paid the usual professional charges for business done by him or her when instructed by the other Trustees to act in a professional capacity on behalf of PLATFORM: Provided that at no time shall a majority of Trustees benefit under this provision and that a Trustee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.

Clause 8
Sub-clause i is a recipe for an autocrat and, in any case, is over-ruled by sub-clause ii which refers to "all questions".

Clause 9 iii. ..... and shall present the accounts duly audited or independently examined ...... is the current terminology. The Trustees could decide to have an audit, but they would not be required to have one if their income was below ?250,000.

Trustee Remuneration

Trustees Tim Collings, Dan Hill, Paul Stevenson, Adam Walters, Martin Arliss, Sam Taylor, Dick Smith, Henry Cole.

I've checked out the CC website & think there is a good case for Platform paying small amounts to a couple of the young people who are very involved with the festival Air Fusion, and who are also trustees of Platform. This is based on CC guidelines for small charities (under ?10,000 income pa) not needing to apply to the CC to pay trustees for necessary services. Platform has an income of more than this but not huge (?23,300) in 2003.

I would approach the CC on Platform's behalf on the basis that:

• the service which Tim Collings and Adam Walters provide as Technical Manager/ Event Organiser and Site Manager respectively is necessary in the interests of the charity
• they both have the technical skills, experience, & knowledge of the organisation and its business environment to carry out their work
• the cost to Platform would be less than if the service had to be bought in
• a majority of the trustees are acting without payment by the charity
• the two trustees concerned will withdraw from any meeting at which their remuneration is discussed and not counted for quorum
• the payment will be declared in the charity's accounts
• normal trustee duties throughout the year and at other events will not be paid

Running the w/e festival takes 2 weeks with preparation, get in, festival days, strike and making good. Tim Collings has offered to take Annual Leave from his paid employment for one week of the Air Fusion period and would apply for payment for the other week which he would take as unpaid leave from his post. Adam Walters is offering a similar pattern of giving up some holiday and being paid for some of his time at Air Fusion.

Total remuneration to trustees for services to Platform will not exceed ?1000. Expenses incurred by trustees will be accounted for separately.