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1.
NAME
The name of the association is ”THE NEW FOREST PLAYERS” (“the
Charity”)
2. ADMINISTRATION
Subject to the matters set out below the Charity and its members shall
be administered and managed in accordance with this constitution by the
members of the Executive Committee, constituted by clauses 6 and 7 of
this constitution (“the Executive Committee”).
3. OBJECTIVES
The Charity’s objects (“the Objects”) shall be to promote the
advancement and improvement of all aspects of drama and the development
of the public appreciation of such art.
4. POWERS
In furtherance of the Objects but not otherwise the Executive Committee
may exercise the following powers:
(i)
power to raise funds and to invite and receive contributions provided
that in raising funds the Executive Committee shall not undertake any
substantial permanent trading activities and shall conform to any
relevant requirements of the law;
(ii) power to buy, take on lease or in exchange any property necessary
for the achievement of the Objects and to maintain and equip it for use;
(iii) power subject to any consents required by law to sell, lease or
dispose of all or any part of the property of the Charity;
(iv) power subject to any consents required by law to borrow money and
to charge all or part of the property of the Charity with repayment of
the money so borrowed;
(v) power to appoint and constitute such advisory subcommittees as the
Executive Committee may think fit;
(vi) power to hold a number of monthly “Club Night” meetings for the
purpose of instructive lectures or demonstrations relevant to all
aspects of drama;
(vii) power to hold Drama Workshops for adult and juvenile members as
educational exercises in the practice of drama;
(viii) power to hold an annual New Forest Drama Festival Competition
and to compete in other such festivals elsewhere, to promote higher
standards of drama amongst the general public;
(ix) power to do all such other lawful things as are necessary for the
achievement of the Objects.
5.
MEMBERSHIP
(1) Full Membership of the Charity shall, subject to the approval of the
Executive Committee, be open to any person over the age of 18 years
interested in furthering the Objects and who has paid the annual
subscription laid down annually by the Executive Committee.
(2)
Every Full Member shall have one vote.
(3)
Junior Members may be accepted under the age of 18 years but shall have
no voting rights. Junior Members under the age of 13 years must be
accompanied at the meetings of the Charity by Full Members.
(4)
The subscription is due on June 1st each year. If the subscription is
not paid by October 31st, membership is deemed to have lapsed.
(5)
For members joining after May 1st, the subscription will cover the
ensuing 13 months subject to any increase announced at the Annual
General Meeting.
(6)
Application for Membership shall be accompanied by the subscription,
which shall be refunded if for any reason membership is refused.
(7)
The Executive Committee may by unanimous vote and for good reason
terminate the membership of any individual. Before any such member is
expelled the Executive Committee shall give the member seven days
written notice to attend a meeting of the Executive Committee, which
notice shall contain particulars of the complaint made against the
member. At such a meeting the member may be accompanied by a friend.
6. HONORARY OFFICERS
At the Annual General Meeting of the Charity the full members shall
elect from amongst themselves a Chairman, a Vice-Chairman, a Secretary,
a Treasurer, a Property Manager, a Publicity Manager and an Editor of
“Contact” (the monthly newsletter), all of whom shall hold office from
the conclusion of the Annual General Meeting at which they are elected.
7. EXECUTIVE COMMITTEE
(1) The Executive Committee shall consist of 13 full members being:
(i)
the Honorary Officers specified in the preceding clause
(ii) six other Full Members, all of whom shall hold office from the
conclusion of the Annual General Meeting at which they are elected.
(2)
The Executive Committee may in addition appoint not more than 4 co-opted
members to fill any vacancies. Each appointment of a co-opted member
shall be made at a special meeting of the Executive Committee called
under clause 10.(1) and shall take effect from the end of that meeting
unless the appointment is to fill a place which has not been vacated in
which case the appointment shall run from the date when the post becomes
vacant.
(3)
(i) All members of the Executive Committee shall retire from office
together at the end of the Annual General Meeting but, subject as
follows (and ignoring in the case of a member initially co-opted the
period between the date of co-option and the date of the next ensuing
Annual General Meeting), they may be re-elected
(ii) No member of the Executive Committee may serve
(a)
in the case of an Honorary Officer for more than four consecutive years
in any single office and
(b)
in the case of any other member for more than four year consecutive
years (excluding any years previously served as an Honorary Officer) but
shall be eligible for re-election after one year from ceasing to be a
member of the Executive Committee.
(4)
The proceedings of the Executive Committee shall not be invalidated by
any vacancy among their number or by any failure to appoint or any
defect in the appointment or qualification of a member.
(5)
Nobody shall be appointed as a member of the Executive Committee who is
aged under 18 or who would if appointed be disqualified under the
provisions of the following clause.
(6)
No person shall be entitled to act as a member of the Executive
Committee whether on a first or any subsequent entry into office until
after signing in the minute book of the Executive Committee a
declaration of acceptance and of willingness to act in the trusts of the
Charity.
(7)
The Executive Committee or a General Meeting shall have the power to
elect Honorary Ordinary Members who will have no voting rights and
therefore will not be members of the Executive Committee.
8. DETERMINATION OF MEMBERSHIP OF EXECUTIVE COMMITTEE
A member of the Executive Committee shall cease to hold office if he or
she:
(1)
is disqualified from acting as a member of the Executive Committee by
virtue of section 45 of the Charities Act1992 (or any statutory
re-enactment of modification of that provision);
(2)
becomes incapable by reason of mental disorder, illness or injury of
managing and administering his or her own affairs;
(3)
is absent without the permission of the Executive Committee from more
than fifty per cent of all their meetings held within a period of 12
months and the Executive Committee resolve that his or her office be
vacated; or
(4)
notifies to the Executive Committee a wish to resign (but only if at
least five members of the Executive Committee will remain in office when
the notice of resignation is to take effect).
9. EXECUTIVE COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED
No member of the Executive Committee shall acquire any interest in
property belonging to the Charity (otherwise than as a trustee for the
Charity) or receive remuneration or be interested (otherwise than as a
member of the Executive Committee) in any contract entered into by the
Executive Committee.
10. MEETINGS AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE
(1)
The Executive Committee shall meet at intervals of not more than 3
months. A special meeting may be called at any time by the Chairman or
by any two members of the Executive Committee upon not less than 4 days
notice being given to the other members of the Executive Committee of
the matters to be discussed.
(2)
The Chairman shall act as chairman at meetings of the Executive
Committee. If the Chairman is absent from any meeting, the Vice-Chairman
shall act as chairman, or, in the absence of the Vice-Chairman, the
members of the Executive Committee shall choose one of their number to
be chairman of the meeting before any other business is transacted.
(3)
There shall be a quorum when at least 5 members of the Executive
Committee are present at a meeting.
(4)
Every matter shall be determined by a majority of votes of the members
of the Executive Committee present and voting on the question but in the
case of equality of votes the chairman of the meeting shall have a
second or casting vote.
(5)
The Executive Committee shall keep minutes, in books kept for the
purpose, of the proceedings of the Executive Committee and any
subcommittees.
(6)
The Executive Committee may from time to time make and alter rules for
the conduct of their business, the summoning and conduct of their
meetings and the custody of documents. No rule may be made which is
inconsistent with this constitution.
(7)
The Executive Committee may appoint one or more subcommittees, each with
an Executive Committee member as chairman, for the purpose of performing
any function or duty which in the opinion of the Executive Committee
would be more conveniently undertaken by a subcommittee. All acts and
proceedings of any such subcommittee shall be fully and promptly
reported to the Executive Committee.
11. RECEIPTS AND EXPENDITURE
(1) The funds of the Charity, including all donations contributions and
bequests, shall be paid into an account operated by the Executive
Committee in the name of the Charity at such bank as the Executive
Committee shall from time to time decide. All cheques drawn on the
account must be signed by any two of the following officers: Chairman,
Vice-Chairman, Secretary and Treasurer. Exceptionally the Executive
Committee may allow the Treasurer to issue cheques on his or her
unsupported signature up to a value to be agreed by the Executive
Committee for the current financial year.
(2)
The funds belonging to the Charity shall be applied only in furthering
the Objects.
12. PROPERTY
The Executive Committee shall cause the title to:
(i)
all land held by or in trust for the Charity, and
(ii) all investments by or on behalf of the Charity, to be vested in
not less than three individuals appointed by them as holding trustees.
Holding trustees may be removed by the Executive Committee at their
pleasure and shall act in accordance with the lawful directions of the
Executive Committee. Provided they act only in accordance with the
lawful directions of the Executive Committee, the holding trustees shall
not be liable for the acts and defaults of its members.
13. ACCOUNTS
(1) The Executive Committee shall comply with their obligations under
the Charities Act 1992 (or any statutory re-enactment or modification of
that Act) with regard to:
(i)
the keeping of accounting records for the Charity;
(ii) the preparation of annual statements of account for the Charity;
(iii) the auditing or independent examination of the statements of
account of the Charity; and
(iv) the transmission of the statements of account for the Charity to
the Commissioners.
(2) The Financial Year shall end on 31st May each year.
14. ANNUAL REPORT
The Executive Committee shall comply with their obligations under the
Charities Act 1992 (or any statutory re-enactment or modification of
that Act) with regard to the preparation of an annual report and its
transmission to the Commissioners.
15. ANNUAL RETURN
The Executive Committee shall comply with their obligations under the
Charities Act 1992 (or any statutory re-enactment or modification of
that Act) with regard to the preparation of an annual return and its
transmission to the Commissioners.
16. ANNUAL GENERAL MEETING
(1) There shall be an Annual General Meeting of the Charity, which shall
be held not later than 30th September in each year.
(2)
Every Annual General Meeting shall be called by the Executive Committee.
The Secretary shall give at least 21 days notice of the Annual General
Meeting to all members of the Charity. All Full Members of the Charity
shall be entitled to attend and vote at the meeting.
(3)
Before any other business is transacted at the first Annual General
Meeting the persons present shall appoint the Chairman of the meeting.
The Chairman shall be the Chairman of subsequent Annual General
Meetings, but if he or she is not present, before any other business is
transacted, the persons present shall appoint a Chairman of the meeting.
(4)
The Executive Committee shall present to each Annual General Meeting the
Report and accounts of the Charity for the preceding year.
(5)
Nominations for election to the Executive Committee must be made by Full
Members of the Charity in writing and must be in the hands of the
Secretary of the Executive Committee not later than 28 days before the
Annual General Meeting. Such nominations shall be signed by the proposer
and a seconder. Should nominations exceed vacancies, election shall be
by ballot.
(6)
A President and Vice-Presidents may be elected at the Annual General
Meeting, holding office as Honorary Members, and shall be eligible for
re-election.
(7)
Any other business to come before the Annual General Meeting shall be
sent in writing, signed by a proposer and a seconder, to reach the
Secretary of the Executive Committee not later than 28 days before the
Annual General Meeting. Such business shall be included in the Notice of
the Annual General Meeting sent to all members of the Charity.
(8)
The appointment of an Auditor shall be made at the Annual General
Meeting.
17. SPECIAL GENERAL MEETINGS
The Executive Committee may call a Special General Meeting of the
Charity at any time. If at least twelve Full Members request such a
meeting in writing stating the business to be considered the Secretary
shall call such a meeting. At least 21 days notice must be given. The
notice must state the business to be discussed and no other business
shall be transacted.
18. PROCEDURE AT GENERAL MEETINGS
(1) The Secretary or other person specially appointed by the Executive
Committee shall keep a full record of proceedings at every General
Meeting of the Charity.
(2)
There shall be quorum when at least 20 Full Members of the Charity are
present at any General Meeting.
19. NOTICES
Any notice required to be served on any member of the Charity shall be
in writing and shall be served by the Secretary or the Executive
Committee on any member either personally or by sending it through the
post in a prepaid letter addressed to such member at his or her last
known address in the United Kingdom, and any letter so sent shall be
deemed to have been received within 10 days of posting.
20. ALTERATIONS TO THE CONSTITUTION
(1) Subject to the following provisions of this clause the Constitution
may be altered by a resolution passed by not less than two thirds of the
full 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 alteration proposed.
(2)
No amendment may be made to clause 1, clause 3, clause 9, clause 21, or
this clause 20 without the prior consent in writing of the
Commissioners.
(3)
No amendment may be made which would have the effect of making the
Charity cease to be a charity at law.
(4)
The Executive Committee should promptly send to the Commissioners a copy
of any amendment made under this clause.
21. DISSOLUTION
If the Executive Committee decides that it is necessary or advisable to
dissolve the Charity it shall call a meeting of all full 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 five-sixths majority of those present and voting the Executive
Committee shall have the power to realise any assets held by or on
behalf of the Charity. Any assets remaining after the satisfaction of
any proper debts and liabilities shall be given or transferred to such
other charitable institution or institutions having objects similar to
the objects of the Charity as the members of the Charity may determine
or failing that shall be applied for some other charitable purpose. A
copy of the statement of accounts, or account and statement, for the
final accounting period of the Charity must be sent to the
Commissioners.
22. ARRANGEMENTS
UNTIL ANNUAL GENERAL MEETING
Until the first Annual General Meeting
takes place this constitution shall take effect as if references in it
to the Executive Committee were references to the persons whose
signatures appear at the bottom of the document.
This Constitution was adopted on the
date mentioned above by the persons whose signatures appear at the
bottom of this document.
Signed:
J Roger Gannon (Chairman)
Maureen Bevan (Secretary)
Joyce Nightingale (Treasurer) |