Elena Teodorini - Academy of Arts and Sciences

Honorary President: Sir Paul Getty,

1. The name of the Association is `` Elena Teodorini - Academy of Art ''
2. The registered office of the Association will be situated in England.
   

   Objects

3. The object for which the Association has been established is to encourage, promote and educate the public in the arts of opera and ballet( hereafter called ``the primary charitable object'') and for the furtherance of the primary charitable object, but for no other purpose, the Association shall have power to do all, or any, of the following :
   1. To assist, encourage, promote and educate young talents by providing funds towards the costs of their education, to award scholarships, and to organize operatic competitions and festivals under the Elena Teodorini - Academy of Arts auspices.
   2. To reconstruct the Elena Teodorini statue in Bucharest ( demolished during the earthquake of 1977 ) and to renovate the Elena Teodorini tomb for the benefit of the public.
   3. To prepare, publish, and distribute programmes, bulletins, news-sheets. magazines, books and literary works connected with opera.
   4. To re-edit CD-disks of Elena Teodorini's voice as recorded in 1903 at Gramophone Typewriter.
   5. To raise funds through members by way of subscription, donation and otherwise, provided that the Association shall not undertake any permanent trading activities in raising funds for its charitable objects.
   6. To borrow money for the purpose of the Association , as security for repayment of money borrowed, subject to complying with the restrictions on mortgages imposed by section 38 of the Charities Act 1993.
   7. To do all such other lawful actions as are necessary for achievement of the objectives.
4. The income and property of the Association, whence so ever derived, shall be applied solely towards the promotion of the objectives of the Association, as set forth in this Constitution, a portion shall be transferred directly or indirectly, by way of dividend, bonus or otherwise, however by way of profit, to the members of the Association.

   Membership
   

5. The association shall consist of not less than seven and not more than fifty Members.
6. The subscribers to the Constitution of the Association, and such other persons as are admitted to such Members in accordance with the Articles, shall be Members of the Association. No person shall be admitted as a Member unless he is first approved by the Committee.
7. Every person who wishes to become a Member shall deliver to the Association an application in the following form, or in such other form as the Committee may require, to : Elena Teodorini - Academy of Arts.

   I,

   of

   desire to become a Member of ``Elena Teodorini - Academy of Arts'' subject to the Constitution of the Association

   Dated the day of 200..

   Signed
   

8. The Committee shall, in its sole discretion, determine if or not any such applicant shall be admitted as a Member.
9. Every Member who is present, whether in person or be proxy, shall be duly appointed in accordance with these Articles and shall be entitled to one vote at any general meeting of the Association.
10. A Member shall be eligible for election to the Committee.
11. An annual subscription of 5 pounds is payable.

    Termination of Membership
    

12. A Member may at any time terminate his/her membership of the Association by giving at least seven days clear notice to the Association. Membership shall not be transferable and shall cease upon death.
13. Any Member may be removed from the association by a resolution of the Committee exercising absolute discretion at a ``Special Committee Meeting'' passed by a majority of at least three-quarters of the Committee Members present. For the purposes of Article, a Special Committee Meeting is a meeting of the Committee of which not less than 21 days previous notice specifying the intention to propose such resolution, shall have been sent to the Members. Notice of the general nature of the grounds on which the resolution is proposed shall be sent to the Member whose removal is in question, at least 14 days before the meeting and he shall be entitled to be heard by the Committee at the Special Committee Meeting.

    General Meetings
    

14. The Association shall hold a general meeting in every calendar year as its Annual General Meeting, at such time and place as may be determined by the Committee, and shall specify the meeting as such in the notices calling it, provided that every Annual General Meeting shall be held not fifteen months after the holding of the last preceding annual general meeting.
15. All general meetings other than Annual General Meetings, shall be called Extraordinary General Meetings.
16. Members and the auditors of the Association shall be entitled to notice of all General Meetings of the Association.
17. The Committee may whenever it thinks fit convene an Extraordinary General Meeting.
18. The Extraordinary General Meetings shall also be convened by the Committee on the requisition of Members representing not less than one tenth of the total voting rights of all the Members at the date of deposit of the requisition, provided that the requisitionists shall state the objectives of the meeting and sign the requisition (requirements of which may consist of several documents or like form signed by one or more of the requisitionists ).
19. If the Committee does not, within 21 days from the date of the deposit of the requisition, duly proceed to convene a meeting, the requisitionists or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from that date. In the case of a meeting at which a resolution is to be proposed as a special resolution, the Committee is deemed not to have duly convened the meeting if it does not give the required notice for special resolutions.
20. A meeting convened by the requisitionists shall be convened in the same manner, as is possible, as that in which meetings are to be convened by the Committee.
21. An Annual General Meeting and an Extraordinary General Meeting, called for the proposal of a special resolution or an ordinary resolution appointing a person to the Committee, shall be called by giving at least 21 clear days notice. All other Extraordinary General Meetings shall be called at giving at least 14 clear days notice, but a general meeting may be called giving by shorter notice if it is so agreed:-
    1. in the case of an Annual Meeting, all the Members are entitled to attend and vote ; and
    2. in the case of any other meeting by a majority in number of the members having a right to attend and vote, being a total majority holding not less than 95% of the total voting rights at the meeting of all the Members.
22. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted, in the case of a special resolution, the wording of the resolution should be proposed. In the case of an Annual General Meeting, the meeting should be specified as such. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

    Proceedings at General Meetings
    

23. The Chairman or, in his absence, some other Committee Member nominated by the Committee, shall preside as chairman of the meeting, but if neither the Chairman nor the nominated Committee Member is present within 15 minutes after the time appointed for the meeting, the Members present shall choose another Committee Member, or, if no such Committee Member be present, or, if all the Committee Members present decline to take the chair, they shall choose a Member of the Association who is present, to preside.
24. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless, before or upon the declaration of the result of the show of hands, a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded by:-
    1. the chairman; or
    2. by at least 3 members present in person or by proxy
25. Subject to the provisions of Article 27, a poll shall be taken at such time and place, and in such manner as the chairman of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
26. No poll shall be demanded on the election of a chairman of a meeting, or on any question of adjournment.
27. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote.
28. A resolution in writing, executed by or on behalf of each Member, shall be as effectual as if it had been passed at a general meeting duly convened and held, and may consist of several instruments in the like form, each executed by or on behalf of more members.

    Votes of Members
    

29. Subject as hereinafter provided, every Member shall have one vote.
30. Votes may be given both on a show of hands and on a poll either personally or by proxy. A proxy must be a duly admitted Member.
31. The instrument appointing a proxy shall be in writing under the hand of appointer or his attorney duly authorised in writing.
32. The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Committee may:-
    1. be deposit at the Office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Association in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
    2. in the case of a poll taken more than 48 hours after it is demanded, it shall be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of poll; or
    3. where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, it shall be delivered at the meeting at which the poll was demanded, to the Chairman or to the Secretary or to any Committee Member.
    and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.
33. Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit:-

    `` Elena Teodorini - Academy of Arts

    I,

    of

    a Member of Elena Teodorini - Academy of Arts

    hereby appoint

    of

    and failing him,

    of

    to vote for me and on my behalf at Annual, Extraordinary, or Adjourned, as the case may be, General Meeting of the Association to be held on the day of and at every adjournment thereof.

    Signed on of 200''

    Committee of Management
    

34. Unless otherwise determined by the Association in a general meeting, the number of members of the Committee shall not be less than six and not more than twelve.
35. In order to be eligible for election to the Committee a member shall be duly admitted as a Member. The Members shall be entitled to appoint a Member to the Committee by an ordinary resolution passed at a duly convened general meeting of the association as provided in these Articles.
36. The Committee may from time to time and at any time appoint any person who is a Member, as a Committee Member, either to fill a casual vacancy or by way of addition to the Committee, provided that the prescribed maximum is not thereby exceeded. Any person so appointed shall retain his office only until the next annual meeting, but he shall then be eligible for re-election by an ordinary resolution of Members present at such meeting.

    Powers of the Committee
    

37. Subject to the jurisdiction of the Charity Commission and the provisions of the Act, the Constitution and any directions given by special resolution, the business of the Association shall be managed by the Committee who may exercise all the powers of the Association and who in particular may raise funds howsoever it shall be deemed fit, with a view to carrying on or promoting the primary charitable objectives of the Association. No alteration of the Constitution shall invalidate any prior act of a Committee Member, which would have been valid, if that alteration had been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Committee by the Articles and a meeting of the Committee at which a quorum is present may exercise all powers exercisable by the Committee.
38. The Committee may act, not withstanding any vacancy in its body, provided always that in case the Committee Members shall at any time be reduced in number to less than the minimum number prescribed by or in accordance with these articles, it shall be lawful for it to act as the Committee for the purpose of admitting persons as Members of the Association, filling up vacancies in its body,or of summoning a general meeting, but not for any other purpose.

    Chairman
    

39. The Committee shall appoint one of their number to be the Chairman of the Association.
40. The Chairman shall not be subject to retirement pursuant to the Article

    Honorary President
    

41. The Committee shall have power to appoint such person as it shall see fit to be Honorary President of the Association. The Honorary President shall not be a Committee Member but may be admitted as a Member of the Association and have the benefit of the rights of such membership.

    Treasurer
    

42. The Committee shall appoint one of their number to be the Treasurer of the Association.
43. The Treasurer shall not be subject to retirement pursuit to Article 47

    The Seal
    

44. The seal of the Association shall only be used by the authority of a meeting of the Committee at which a quorum is present. The Committee may determine who shall sign any instrument to which the seal is affixed and, unless otherwise so determined, it shall be signed by a Committee Member and the Secretary or by a second Committee Member.

    Disqualification of Committee Members
    

45. The office of a Committee Member shall be vacated if:-
    1. he/she ceases to be a Committee Member by virtue of any provision of the Act or he/she becomes prohibited by law from becoming a Committee Member; or
    2. he/she becomes bankrupt or makes any arrangement or composition with his/her creditors generally; or
    3. he/she is, or may be, suffering from mental disorder and either;-
       1. he/she is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health(Scotland) Act 1960; or
       2. an order is made by a court having jurisdiction(whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his/her detention of for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his/her property or affairs; or
    4. he/she resigns his/her office by notice to the Association; or
    5. he/she shall, for more than six consecutive months have absence without permission of the Committee Members from meetings of the Committee Members held during that period and the members of the Committee resolve that his/her office be vacant; or
    6. he/she ceases for any reason whatsoever to be Member of the Association.

    Retirement of Committee Members
    
46. Every Committee Member (other than the Chairman and the Treasurer) shall hold office until the Annual General Meeting of the Association falling on, or next following, the third anniversary of his/her appointment, when he/she shall automatically retire or be deemed to have retired from office. A Committee Member retired pursuant to the provisions of this Article, shall be eligible for re-appointment unless he/she shall have held office for 6 consecutive years immediately preceding the date of his/her retirement, pursuant to this Article in which case he/she shall not be eligible for re-appointment to the Committee until the Annual General Meeting in the following year.
47. If the Members present at the meeting of the Association, at which a Committee Member retires pursuant to Article 47, do not fill the vacated office, the retiring Committee Member shall, if willing to act and eligible under Article 47 for re-appointment, be deemed to have been re-appointed, unless at such meeting it is expressly resolved not to fill such vacancy, or unless a resolution for the re-election of such Committee Member shall have been put to the meeting and lost.
48. No person other than a Committee Member retiring pursuant to Article 47, shall be appointed as a Committee Member at any general meeting unless:-
    1. he/she is recommended by the Committee; or
    2. not less than 28 nor more than 35 clear days before the date appointed for the meeting, notice executed by a Member, duly qualified to vote at the meeting, has been given to the Association of the intention to propose that person for appointment or re-appointment stating the particulars which would, if he/she were so appointed or re-appointed, be included in the Association's register of Committee Members together with notice executed by that person of his/her willingness to be appointed or re-appointed.

    Removal of Committee Members
49. The members of the Association may, by ordinary resolution of which special notice has been given remove any Committee Member and may by an ordinary resolution of which special notice has been given, appoint another person to fill such vacancy; but any person so appointed shall retain his/her office so long, only as the member in whose place he/she is appointed would have held the same, if he/she had not been removed.

    Proceeding of the Committee

50. Subject to the provisions of these Articles, the Committee Members may regulate their proceedings as they think fit. A Committee Member may, and the Secretary at the request of a Committee Member, call a meeting of the Committee.
51. The Chairman shall be entitled to preside at all meetings of the Committee at which he is present but if no such Chairman is elected or, if at any meeting the Chairman is not present, or is unwilling to preside within 5 minutes after the time appointed for holding the meeting, the Committee Members present shall choose one of their number to be Chairman of the meeting. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall have a second or casting vote.
52. The quorum for the transaction of the business of the Committee may be fixed by the Committee Members and, unless so fixed at any other number, shall be the Chairman and two further Committee Members, but if there is no such Chairman elected or if the Chairman having been given due notice of the Committee Meeting is not present within five minutes after the time appointed for holding the meeting, the quorum shall be three.
53. A meeting of the Committee, at which a quorum is present, shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Association for the time being vested in the Committee generally.
54. The Committee shall ensure that proper minutes be made of all appointments of officers made by the Committee and of the proceedings of all meetings of the Association and of the Committee , and all business be transacted at such meetings, and any such minutes of any meeting, if signed by the chairman of such meeting, or by the chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.
55. A resolution in writing signed by all the Committee Members, who are entitled to receive notice of a meeting of the Committee, shall be as valid and effectual as if had been passed at a meeting of the Committee duly convened and held, and may consist of several documents in the like form, each signed by one or more Committee Members.

    Accounts

56. The Committee shall ensure that proper books of accounts be kept with respect to all sums of money received and expended by the Association and the matters in respect of which such receipts and expenditure take place. Proper books shall not be deemed to be kept if the books of account are not kept as necessary to give a true and fair view of the state of the affairs of the Association and to explain its transactions.
57. At the Annual General Meeting in every year the Committee shall lay before the Association proper income and expenditure accounts for the period since the last preceding accounts, together with a proper balance sheet made up as at the same date.

    Audit

58. Once, at least in every year, the accounts of the Association shall be examined and the correct order of the income and expenditure accounts and balance sheet shall be verified by one or more properly qualified auditors.

    Power of amendment

59. Subject to the following provisions of this clause the Constitution of the Association may be amended 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 amendment proposed.
60. No amendment may by made which would have the effect of causing the charity to cease being a charity at law.
61. The trustees must:-
    1. promptly send to the Commissioners a copy of any amendment made; and
    2. keep a copy of any such amendment within this Constitution.

    Power of dissolution

62. If the charity trustees decide that it is necessary or advisable to dissolve the charity, they shall call a meeting of all members of the charity 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 charity trustees shall have power to realize any assets held by, or on behalf of, the charity. Any assets remaining after the satisfaction of any proper debts and liability shall be given or transferred to such other charitable institution or institutions having objectives similar to the objectives of this charity, as the members of the charity may determine, or failing that, shall be applied for some other charitable association.

The Elena Teodorini - Academy of Arts is very grateful for all donations made. If you feel able to give more support please send to Elena Teodorini - Academy of Arts fund-raising Account No: 0470438487, Woolwich, 27 Haymarket, London, SW1Y 4ES. Telephone: +44 (0)171 839 6866

72 Warwick Gardens, London. W14 8PP ~ Tel & Fax +44 (0)207 477 8121

 l'Academie des Arts "Elena Teodorini"