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Constitution

Of

 South Manchester AOS

 

adopted on the 4th day of June 2015

 

  1. Name

The Society shall be called South Manchester AOS

  1. Objects

The objects for which the Society is established are :

  1. The advancement of the dramatic and operatic arts for the benefit of the public including the development of public appreciation and taste in the said arts and to educate and entertain the public; and

  2. To make such grants and donations to such charities or charitable institutions as the committee shall think fit.

  3. Powers

For the purposes of attaining the objects but not further or otherwise the Society through its Executive Committee may exercise the following powers:

    1. to promote, organise and provide any form of literary musical dramatic and artistic entertainments, performances and exhibitions as are conducive to the attainment of the Society’s objects and to formulate, prepare and establish schemes therefore;

    1. to select the shows to be produced;

    1. to purchase, acquire and obtain interests in the copyright of or the right to perform, publish or show any material which can be used or adapted for the objects of the Society;

    1. to enter into agreements and engagement with authors, actors, dancers, musicians, producers, teachers, artists, composers and other persons and retain advisers and to reimburse such persons and advisors with salaries and fees;

    1. to purchase or otherwise acquire plant, machinery, furniture, fixtures, fittings, scenery and all other necessary effects;

    1. to engage in any and every charitable enterprise and activity either alone or in conjunction with any other association, institution, corporations or trust whether charitable or not;

    1. to raise funds and invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise, provided that in raising funds the Society shall not undertake any substantial permanent trading activities;

    1. to provide, endow, furnish and fit out with all necessary furniture and other equipment and construct, maintain, add to, improve, alter and manage such buildings and other premises as may from time to time be required for the purposes of the Society;

    1. to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or similar charitable purposes and to exchange information and advice with them;

    1. to establish or support any charitable trusts, association or institutions formed for all or any of the objects;

    1. to assist and further such charitable institutions and charitable purposes as the Executive Committee shall from time to time determine;

    1. to appoint and constitute such advisory committees as the Executive Committee may think fit;

    1. to do all such other lawful things as are necessary for the achievement of the objects of the Society;

    1. to appoint a production team for each production, subject to the terms of a Contract;

    1. to administer the objects and rules of the Society;

    1. to apply the capital or income or both of the Society to or for the charitable purposes of such one or more of the bodies, associations or organisations, being charitable, which the Society may select;

    1. to solicit, receive and accept assistance of a financial nature, donations, endowments, gifts (both inter vivos and testamentary) and loans of or of any interest in money, rents, hereditaments, and other property whatsoever real or personal subject or not to any specific trusts or conditions. Provided that in relation to any contributions subject to any special trusts or conditions the Society shall hold and apply the same in accordance with the trusts and conditions on which they were transferred and shall only deal with or invest the same in such manner allowed by law, having regard to such trusts;

    1. to publicise the Society and its objects and activities as may seem expedient and provide material about the Society for distribution;

  1. the power:

(i)  to employ such officials and staff upon such terms the Executive Committee thinks fit;

(ii) to decide and fix salaries as the Executive Committee may deem proper and to enter into any service agreements which they shall consider necessary; and

(iii) to terminate any such employment or services upon such terms as the Executive Committee may decide.

  1. to invest the moneys of the Society not immediately required for its purposes in or upon such investments, securities or property as may be determined from time to time subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as herein contained;

  2. the power to insure at the expense of the Society and arrange insurance cover for and to fully indemnify (subject to any restrictions herein) its officers, staff, voluntary workers and members from and against all such risks incurred in the course of their duties as may be thought fit;

  3. the power to provide indemnity insurance to cover the liability of the Executive Committee, Trustees or any officer of the Society (or any of them) in relation to any liability that by virtue of any rule of law would otherwise attach to a Trustee of the Society or member of the Executive Committee in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to the Society;

PROVIDED THAT:

Any such insurance in the case of clause v above shall not extend to:

(i)  any liability resulting from conduct which the Trustees knew, or must be assumed to have known, was not in the best interests of the Society, or which the Trustees did not care whether it was in the best interests of the Society or not;

(ii) any liability to pay the costs of unsuccessfully defending criminal prosecutions for offences arising out of fraud or dishonesty or wilful or reckless misconduct of the Trustees;

(iii) any liability to pay a fine

  1. the power to insure the Society and the Society’s property against such risks as the Executive Committee shall consider it prudent or necessary to insure against;

  2. subject to such consents as may be required by law to sell, let, mortgage or dispose of or turn to account all or any of the property or assets of the Society and to exercise any rights, privileges or advantages, easements or other benefits attached to such property or assets and to undertake, maintain, execute and do all such lawful acts, matters and things as the Society may be obliged or required or ought to do as the owner of such property or assets;

  3. the power to arrange for investments or other property of the Society to be held in the name of a nominee or nominees;

  4. to do all or any of the above things in any part of the world, whether as principal, agent, trustee, contractor or otherwise and either alone or in conjunction with others and by or through agents, trustees, sub-contractors or otherwise.

  5. Membership

The Society shall consist of its members from time to time together with any, honorary Life Members and such other persons as shall have rendered special services to the Society (Members)

  1. Eligibility for Membership

Membership shall be open to all those over the age of 18 years subject to the following;

  • having sympathy with the objects of the Society;

  • desiring actively to further the Society;

  • the payment of the entrance fee, where applicable;

  • the payment of an annual subscription laid down from time to time by the Executive Committee.

Every Member shall have one vote.  Membership is also open to junior members (under 18 years of age), although they will not have voting rights until their 18th birthday.

  1. Applications for Membership

Applications for membership shall be made in writing, to the New Members Secretary, who shall submit the same to the Executive Committee for its decision.

  1. Capabilities of Candidates for Membership

All candidates for membership as performers (Acting Members) shall satisfy the Executive Committee as to their acting and/or musical ability, by way of an audition in front of a panel consisting of 3 Society Members, including at least 1 member of the Executive Committee, prior to acceptance as an Acting Member.

  1. Expulsion of Members

The Executive Committee may by a unanimous vote remove from the list of Members the name of any Member who has persistently neglected the work undertaken by the Society or, at the absolute discretion of the Executive Committee, whose conduct it considers likely to endanger the welfare of the Society.

Such Member being expelled shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.

  1. Payment of Entrance Fees and Subscriptions

Entrance fees, if applicable, and first annual subscriptions shall become due and be paid to the Treasurer within 21 days of acceptance to membership, and all subsequent annual subscriptions for any membership year shall become due in each year on the date of the AGM and shall be paid to the Treasurer not later than two calendar months thereafter.

For the avoidance of doubt the membership years runs from 1st January to 31st December each year.

  1. ‘Friends’ of South Manchester AOS

‘Friends’ of the Society shall pay an annual subscription, the amount of which will be decided, from time to time, by the Executive Committee.

Friends are not eligible to vote at any meetings unless they are also fully paid-up Members of the Society

  1. Non-Payment of subscriptions

The Executive Committee shall have power by bare majority to suspend any Member whose subscription remains unpaid after 31st March in any year from exercising all or any of the privileges of membership until his or her subscription is paid, or at their discretion cancel the membership and erase the members name from the register of members.

For the avoidance of doubt, any Member who has not made payment of any subscriptions or other monies due to the Society from time to time shall not be entitled to vote at and / or attend at any meeting of the Society until such time as payment has been received in full by the Society.

  1. Resignations

Members wishing to resign must give written notice to the Secretary before 31st January and in default of so doing will be liable for the subscription for the current year commencing on that date.

  1. Society President

The President of the Society is an honorary position intended to be held for life.  As such, the current, and any ex-President of the Society, will be a Life Member of the Society.

The President of the Society is [ Glenys Martin ]

The Executive Committee may also confer on any individual (with his or her prior consent) the honorary title of President who shall hold office until the conclusion of the General Meeting of the Society on or next following the fifth anniversary of their appointment unless:

        he or she resigns such position by notice in writing delivered to the Society; or

        he or she is removed by a Special Resolution (75% of those Members entitled to receive notice, attend at and vote at General Meeting) of the Members.

Any President so removed as contemplated by article 13(b) above shall not be entitled to vote in any capacity but shall be eligible for reappointment.

The President shall be entitled to receive notice of and to attend and speak at a meeting of the Executive Committee but shall not be entitled to vote at such meeting.

  1. Honorary Life Members

Honorary Life Members may, on the nomination and recommendation of the Executive Committee only, be elected by the membership of the Society at an Annual General Meeting and shall have full voting rights.

  1. Executive Committee

  2. The Society shall be managed by an Executive Committee, elected at the Annual General Meeting, consisting of the following Officers, namely: Chair, Vice-Chair, Treasurer, Secretary and 7 other Members.

  3. The Executive Committee may appoint any such person as they in their discretion consider suitable to be a member of the Executive Committee to fill a casual vacancy or as an additional member of the Executive Committee at any one time.

  4. Every person wishing to become a member of the Executive Committee may be required to sign a declaration of acceptance and of willingness to act as a member of the Executive Committee and also consent to become a Member, in the form prescribed by the Executive Committee from time to time.

  5. A member of the Executive Committee shall cease to hold office if he or she:

  • is disqualified from acting as a member of the Executive Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

  • becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

  • dies;

  • has been adjudged bankrupt or sequestration of his estate has been awarded and (in either case) he has not been discharged and the bankruptcy order has not been annulled or rescinded;

  • has been removed from the office of charity trustee or trustee for a charity by an order made by the Charity Commission or the High Court on the grounds of misconduct or mismanagement in the administration of the charity for which he was responsible or to which he was privy, or which he by his conduct contributed or facilitated;

  • is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee 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).

  1. 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.

  2. No person shall be entitled to act as a member of the Executive Committee whether on a first or 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 Society.

  3. The removal of a member of the Executive Committee shall be without prejudice to and shall not affect any obligation or liability incurred by him or to which he was subject prior to his removal.

  4. Members of the Executive Committee may be paid all reasonable and proper our of pocket, travelling and other expenses properly incurred by them in connection with the discharge of their duties, over and above their attendance at meetings of the Executive Committee or General Meetings, but shall otherwise be paid no remuneration.

  5. Executive Committee Members not to be personally interested

        No member of the Executive Committee shall acquire any interest in property belonging to the Society 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.

        As to a member of the Executive Committee with an interest:

(i)  such member will declare an interest and shall not be entitled to vote in respect of any matter in which he or she is interested;

(ii) a member shall not be counted in the quorum present at a meeting of the Executive Committee in relation to a resolution on which he or she is not entitled to vote; and

(iii) if a question arises at a meeting of the Executive Committee as to the right of a member of the Executive Committee to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any member other than himself shall be final and conclusive.

  1. Meetings of Executive Committee

  2. The Executive Committee shall hold at least two ordinary meetings a year.

  3. A special meeting may be called at any time by the Chair or by any two members of the Executive Committee upon not less than four (4) days’ notice being given to the other members of the Executive Committee of the matters to be discussed.

  4. The Chair shall act as Chair at meetings of the Executive Committee. If the Chair is absent from any meeting, the members of the Executive Committee shall choose one of their number to be Chair of the meeting before any other business is transacted.

  5. There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or four (4) of the Executive Committee, whichever is greater, are present at a meeting.

  6. 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 Chair of the meeting shall have a second or casting vote.

  7. The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings of meeting of the Executive Committee and any sub-committee.

  8. 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.

  9. The Executive Committee may appoint one or more sub-committees consisting of three (3) or more

members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a subcommittee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.

  1. Executive Committee’s Powers

The Executive Committee shall have power to decide any questions arising out of these Rules and all other matters connected with the Society (other than and except those which can be dealt with only by the Society in General Meeting) and make maintain and publish all necessary orders regulations and bye-laws in connection therewith.

  1. Finance

  2. The funds of the Society shall be applied solely in furthering the objects of the Society.

  3. The funds of the Society, including all members’ fees, donations, box office income and bequests, shall be paid into an account operated by the Executive Committee in the name of the Society at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.

  4. No member of the Society shall receive payment directly or indirectly for services to the Society or for other than legitimate expenses incurred in its work.

  5. No expenditure shall be incurred by any member of the Society without the authority in writing of the Treasurer and/or Secretary and all accounts shall be sanctioned by the Executive Committee.

  6. Financial Year

The financial year of the Society shall commence on 1st January and an annual profit and loss account and balance sheet shall be prepared within two calendar months after 31st December in each year. [The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment of modification of that Act) with regard to the preparation of an annual report and annual return and their transmission to the Commission.]

  1. Annual General Meeting

  2. The Annual General Meeting of the Society shall be held in the month of January or as soon as practicable thereafter, when the Report of the Executive Committee and accounts for the past year, duly audited, shall be presented, the Officers, other members of Executive Committee and an Auditor, for the ensuing year, and the honorary Life Members, if any, elected, and all general business transacted.

  3. Every Annual General Meeting shall be called by the Executive Committee. The Secretary shall give at least 28 days’ notice of the Annual General Meeting to all members of the Society. Only fully paid up members of the Society, as at 31st December of the previous year, shall be entitled to vote at the meeting.

  4. The Executive Committee shall present to each Annual General Meeting the report and accounts of the Society for the preceding year.

  5. Nominations for election to the Executive Committee, duly proposed and seconded, with the exception of existing retiring holders of such positions must be made by members of the Society in writing and must be in the hands of the Secretary at least 7 days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot. If enough names are not given to the Secretary with the relevant notice then the Chair shall be empowered to accept nominations

  6. Retirement of Officers and Executive Committee

The Executive Committee (including the Officers) and the Auditor shall retire biannual but shall be eligible for re-election.

If all the before-mentioned positions shall not be filled at such Meeting or any casual vacancy shall thereafter occur the same shall be filled by the remaining members of the Executive Committee.

  1. Special General Meetings

A Special General Meeting of the Society may be called at any time at the discretion of the Executive Committee and shall be called within 14 days after the receipt by the Secretary of a requisition in writing to that effect signed by at least 12 fully paid up Members. Every such requisition shall specify the business for which the Meeting is to be convened and no other business shall be transacted at such Meeting.

  1. Procedure at General Meetings

The Secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every General Meeting of the Society.

  1. Quorum at General Meetings

No business other than the formal adjournment of the Meeting shall be transacted at any General Meeting unless a quorum is present and such quorum shall consist of not less than one quarter of the current Members present and entitled to vote.

If a quorum is not present within 30 minutes from the time appointed for a meeting to start:

        a meeting shall be adjourned to such other time and date and place not less than seven (7) days and not more than twenty eight (28) days thence as the Chair shall appoint; or

        if the adjourned meeting is inquorate thirty (30) minutes after the time appointed for it to start, the Members present shall constitute a quorum

  1. Resolution at General Meeting

Unless otherwise provided by these Rules all resolutions brought forward at a General Meeting shall be decided by a simple majority of the votes properly recorded at such Meeting and in the case of an equality of votes the Chair shall have a second or casting vote.

A resolution put to the vote at a meeting shall be decided on a show of hands and on a show of hands every Member present shall have one vote.

No objection shall be raised to the qualification of any voter, except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid.  Any objection made in due time shall be referred to the Chair whose decision shall be final and conclusive.

  1. Selection of Works

Members shall have the opportunity to propose shows they would most like the Society to consider producing. The Executive Committee shall use this information for guidance when short listing show selections.

The Executive Committee shall select the works to be produced by the Society and shall determine the dates of productions.

  1. Selection of Principal Cast

The cast for any production shall be selected by a Casting Committee appointed by the Executive Committee, which shall consist of the Production Team and 3 other persons (a member of the society who does not sit on the committee, an external person with appropriate skill and experience, and a committee member). The casting Committee will be chaired by the Society Chair, or other designated Executive Committee member, whose casting vote shall be used in the event of a tied result. The Society Secretary, or other designated Executive Committee member, shall attend all auditions as an observer and administrator, and together with an accompanist and up to two individuals to ‘read-in’ for spoken auditions these are the only other persons to be present in the audition room. 

Only fully paid up Acting Members of the Society may audition.  Should any role(s) remains uncast the Casting Committee will hold further auditions for members.  After this, where any role(s) remains uncast, the Casting Committee may offer the role(s) to members/non-members, in which case the membership subscription fee may be waived.  All non-members to whom roles are offered will be ‘invited’ to become a Member of the Society, but will not be required to do so.  ‘Invitees’ will be required to pay the stage fee levied on all performers for that particular production.  The amount of said stage fee having been decided by the Executive Committee’

  1. Revision of Cast

The Executive Committee or its appointed Sub-Committee shall have power to revise the cast from time to time in consultation with the Production Team, if any Acting Member shall, in its opinion, prove unsuitable for the part.

  1. Obligations of Acting Members

Acting Members shall to the best of their ability play the parts assigned to them and obey the directions given at all rehearsals and performances.

  1. Control of Rehearsals

The Musical Director shall conduct all music rehearsals and the Director shall direct all floor rehearsals.

  1. Control of Production In The Venue

The Stage Manager shall control all rehearsals and performances at the venue.

  1. Attendance at Rehearsals and Performances

A record of the attendance of Acting Members at rehearsals and performances shall be kept by the Secretary. The Executive Committee, in consultation with the Production Team, shall have power to prohibit any Member whose attendance at rehearsals shall have been irregular from taking part in the performance of the work in preparation. Acting Members absenting themselves from three consecutive rehearsals may, at the discretion of the Executive Committee and in consultation with the Production Team, be deemed to have resigned their parts in the work then in rehearsal.

  1. Acting Members in excess of Requirements

If at any time the number of Members showing interest in participating in the Chorus for a production exceeds the number required The Executive Committee shall have the power to hold Chorus auditions.

If at any time the number of Members rehearsing an item exceed the number of persons required for the representation of the same, preference shall be given to the Members who, by the regularity of their attendance and performance skills, shall, in the opinion of the Executive Committee, have rendered themselves most efficient.

  1. Production Money

All production monies due from Members, excluding stage membership fee, libretto / vocal score fees, in connection with the production and performance of any work shall be accounted for, and paid to the Treasurer, within 21 days after the conclusion of the final performance.

  1. Production Account

Within two calendar months after the final performance of any work produced by the Society, the Executive Committee shall prepare or cause to be prepared a full statement of the receipts and expenses of each production and the same shall be open for the inspection of Members at such time and place as the Executive Committee shall decide.

  1. Recovery of Money due to Society

All monies due and owing to the Society, including the Entrance Fees and Subscriptions of Members, shall be recoverable at law in the name of the Secretary.

  1. Dissolution of Society

If the Executive Committee decides that it is necessary or advisable to dissolve the Society it shall call a Special General Meeting of all members of the Society, 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 Executive Committee shall have power to realise any assets held by or on behalf of the Society. 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 Society as the members of the Society may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account or statement, for the final accounting period of the Society must be sent to the Charity Commission.

  1. Alteration to Rules

(1) The Charity may amend any provision contained in this Constitution provided that:

(a) no amendment may be made that would have the effect of making the Charity cease to be a Charity at law;

(b) no amendment may be made to alter the Objects if the change would undermine or work against the previous objects of the Charity;

(c) no amendment may be made to the objects, dissolution, application of income clauses or this clause without the prior written consent of the Commission;

(d) any resolution to amend a provision of this constitution is passed by not less than two thirds of the members present and voting at a general meeting.

(2) A copy of any resolution amending this constitution shall be sent to the Commission within twenty one days of it being passed.

  1. Arrangements until first 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 this document.

This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.

Signed .

 

 

 

 

 

 

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