Elena Teodorini -
Academy of Arts and Sciences
Honorary President: Sir Paul Getty,
Commitee of Management:
Raoul N. Franklin, C.B.E, K.T.V. Grattan,
Bruno Mosuez, Grigore Albeanu, Richard
Fairclough, Bernard Burtschy.
CONSTITUTION OF THE ASSOCIATION OF
Elena Teodorini - Academy of Arts and Sciences
- The name of the Association is `` Elena Teodorini - Academy of Arts and Sciences
- The registered office of the Association will be situated in
- 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
- 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
- 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.
- To prepare, publish, and distribute programmes,
bulletins, news-sheets. magazines, books and literary works connected
- To re-edit CD-disks of Elena Teodorini's voice as
recorded in 1903 at Gramophone Typewriter.
- 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.
- 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.
- To do all such other lawful actions as are necessary for
achievement of the objectives.
- 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.
- The association shall consist of not less than seven and not more
than fifty Members.
- 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.
- 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.
desire to become a Member of ``Elena Teodorini - Academy of Arts and Sciences''
to the Constitution of the Association
Dated the day of 200..
- The Committee shall, in its sole discretion, determine if or not any
such applicant shall be admitted as a Member.
- 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.
- A Member shall be eligible for election to the Committee.
- An annual subscription of 5 pounds is payable.
Termination of Membership
- 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
- 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.
- 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.
- All general meetings other than Annual General Meetings, shall
be called Extraordinary General Meetings.
- Members and the auditors of the Association shall be entitled to
notice of all General Meetings of the Association.
- The Committee may whenever it thinks fit convene an Extraordinary
- 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 ).
- 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.
- 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.
- 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
- in the case of an Annual Meeting, all the Members
are entitled to attend and vote ; and
- 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.
- 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
- 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,
- 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
- the chairman; or
- by at least 3 members present in person or by proxy
- 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.
- No poll shall be demanded on the election of a chairman of a
meeting, or on any question of adjournment.
- 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
- 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
- Subject as hereinafter provided, every Member shall have one
- 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.
- The instrument appointing a proxy shall be in writing under the
hand of appointer or his attorney duly authorised in writing.
- 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:-
and an instrument of proxy which is not deposited or delivered
in a manner so permitted shall be invalid.
- 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
- 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
- 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.
- Any instrument appointing a proxy shall be in the following form
or as near thereto as circumstances will admit:-
`` Elena Teodorini - Academy of Arts
a Member of Elena Teodorini - Academy of Arts
and failing him,
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.
on of 200''
Committee of Management
- 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.
- 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
- 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
- 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.
- 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.
- The Committee shall appoint one of their number to be the Chairman
of the Association.
- The Chairman shall not be subject to retirement pursuant to the
- 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
- The Committee shall appoint one of their number to be the
Treasurer of the Association.
- The Treasurer shall not be subject to retirement pursuit to
- 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
Disqualification of Committee Members
- The office of a Committee Member shall be vacated if:-
Retirement of Committee Members
- 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
- he/she becomes bankrupt or makes any arrangement or composition
with his/her creditors generally; or
- he/she is, or may be, suffering from mental disorder and either;-
- 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
- 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
- he/she resigns his/her office by notice to the Association; or
- 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
- he/she ceases for any reason whatsoever to be Member of the
- 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
- 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
- No person other than a Committee Member retiring pursuant to
Article 47, shall be appointed as a Committee Member at any general
Removal of Committee Members
- he/she is recommended by the Committee; or
- 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.
- 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
Proceeding of the Committee
- 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.
- 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.
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- 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
Power of amendment
- 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
- No amendment may by made which would have the effect of causing
the charity to cease being a charity at law.
- The trustees must:-
- promptly send to the Commissioners a copy of any amendment
- keep a copy of any such amendment within this Constitution.
Power of dissolution
- 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 and Sciences is very grateful for all donations
made. If you feel able to give more support please send to Elena Teodorini - Academy of Arts and Sciences fund-raising Account No:
0470438487, Woolwich, 27 Haymarket, London, SW1Y 4ES.
Telephone: +44 (0)171 839 6866
About this document
Professor Florin Popentiu
Registered Charity on 29th July 1997, No: 1063660
Woodfield House, Tangier, Somerset TA1 1BL
Telephone : +44 (0)182 345 000
Fax : +44 (0)182 334 003
Ashes House, Stanhope, County Durham, DL13 2DS, England ~ Email: Fl.Popentiu@city.ac.uk, Mobil: 0040735194344.
l'Academie des Arts