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CENTENARY THEATRE COMPANY - CONSTITUTION

1. THE SOCIETY

The Society shall be known as “Centenary Theatre Company”

2. SOCIETY OBJECTIVES

The object of the Society shall be:

“To educate the public in the dramatic and operatic arts, to further the development of the public appreciation and tastes in the said arts, to assist and further such charitable institutions and charitable purposes as the General Committee shall from time to time determine and, in furtherance of this object, but not otherwise, the Society through its Management Committee, shall have the following powers:

• 2(a) To promote musical theatre, plays, revues, and other dramatic and musical works of educative value.

• 2(b) To promote the education of members in all technical, acting and musical aspects of the dramatic and operatic art forms.

• 2(c) To promote a social awareness within the Society, which encourages membership from all social backgrounds and abilities.

• 2(d) To promote the growth of the Society by encouraging and educating young people in the performance of dramatic and operatic art forms.

• 2(e) To purchase, acquire and obtain interests in the copyright of or right to perform or show any such dramatic or operatic works.

• 2(f) To purchase, or otherwise acquire, plant, machinery, furniture, fixtures, fittings, scenery and all other necessary effects.

• 2(g) To raise funds and invite and receive contributions from any other person or persons whatsoever by way of subscription, donation and otherwise; provided that the Society shall not undertake any permanent trading activity in raising funds.

• 2(h) To do all such other things as shall further the objects of the Society.”

3. FINANCE

• 3(a) The funds of the Society shall be applied to the stated objectives of the Society.

• 3(b) Any loss incurred will be covered by a levy on all members when deemed necessary by the General Committee.

• 3(c) The accounting periods of the Society shall be fiscal years. The accounts of the Society in respect of any accounting period shall be audited by two (2) auditors who need not be members of the Society but who shall be appointed or removed by the Society in Annual General Meeting.

• 3(d) The financial year of the Society shall close on the 5[th] April.

• 3(e) No member of the Society shall receive payment directly for services to the Society or for other than legitimate expenses incurred in carrying out this work.

4. OFFICERS AND COMMITTEE

• 4(a) The Officers of the Society will consist of Chair, Vice-Chair, Treasurer and Secretary

• 4(b) The Officers in paragraph 4(a) together with not less than three (3) and not more than seven (7) Committee Members shall comprise the General Committee of the Society and they shall be elected at the Annual General Meeting and shall remain in office for one year and be eligible for re-election at the following Annual General Meeting.

• 4(c) Each Full or Honorary Life Member of the Society shall be eligible for election to any one post on the General Committee.

• 4(d) All the affairs of the Society shall be conducted by the General Committee.

• 4(e) Any five (5) members of the General Committee shall form a quorum for the conducting of business at meetings of the said Committee.

• 4(f) The General Committee shall have the power to appoint and discharge sub-committees to carry out work on behalf of the Society. Any such sub-committee so appointed shall report directly and solely to the General Committee.

• 4(g) The General Committee shall have the power to co-opt suitable persons when deemed necessary, pending the next Annual General Meeting. Such co-opted members shall have the authority that the General Committee deems appropriate.

• 4(h) The General Committee shall have the power to appoint suitable persons from outside the Society as production officials for each production, who can be remunerated accordingly. The General Committee may relieve the productions officials of their duties if they, in the opinion of the General Committee, are considered to be unsuitable.

• 4(i) At any meeting of the General Committee resolutions shall be carried by simple majority. In the case of an equality of votes the Chairman shall have a second or casting vote.

• 4(j) The General Committee shall meet at least bi-monthly.

• 4(k) The General Committee shall have the power to act in all circumstances not covered by these rules and shall be the sole arbiter on the construction and application of these rules.

5. TRUSTEES

No members of the General Committee shall acquire any interest in property belonging to the Charity (otherwise than as a trustee of the Charity) or receive remuneration, other than out-ofpocket expenses, or be interested (otherwise than as a member of the General Committee) in any contract entered into by the General Committee

6. MEMBERSHIP

• 6(a) Membership shall be open to all those persons, aged eighteen (18) years and over at the time of application, having sympathy with the objects of the Society and desiring actively to further it and to pay the annual subscription, which shall be determined by the General Committee from time to time.

• 6(b) Any person desiring to become a member shall in the first instance apply to the Membership Secretary on the official application form. The General Committee shall at each of their meetings consider all applications for membership received since their last meeting.

• 6(c) Any new candidates for membership, or existing non-performing members, wishing to be eligible to perform in Society productions must satisfactorily demonstrate to the Committee their acting and singing ability (as relevant) prior to being included in the cast of the production. The evidence considered by the Committee may include previous Society performances, performances with other Societies, auditions for a current Society production, (or a separate audition if no current production audition is being undertaken) or other evidence of their performance ability as deemed acceptable to the Committee.

6(d) There shall be two (2) classes of membership:

• (i) Full Membership

• (ii) Honorary Life Membership

• 6(e) The General Committee shall have the power to nominate such persons (recommended to them by members of the Society) to be Honorary Life members for consideration by the Society in Annual General Meeting.

• 6(f) Persons having joined the Society are considered members until they resign. Notice of resignation must be forwarded to the Secretary.

• 6(g) Annual subscriptions, for existing members, for each calendar year fall due on 1[st] January of that year. Subscriptions for new members become due on acceptance of their application for membership. New members, in the year of joining, will pay a subscription, which is a pro-rata membership subscription rate, based on the month of joining the Society.

• 6(h) All members of the Society should, wherever possible, assist in the preparation for and undertaking of, each Society production, in any way commensurate with their ability.

• 6(i) The General Committee may, without notice, suspend any person from membership of the Society whose subscription remains unpaid before the commencement of the Annual General Meeting or who is otherwise in debt to the Society until the amount outstanding has been paid in full.

• 6(j) Any member of the Society who, in the opinion of the General Committee, confirmed by an Extraordinary General Meeting of the Society, shall be guilty by their actions of misusing the privileges of the Society or of otherwise bringing the Society into disrepute, may be expelled from the Society, but only after being given a reasonable opportunity to explain that conduct.

• 6(k) The General Committee shall have the power to suspend any member whose general conduct is considered prejudicial to the interest of the Society.

Auditions for, and appearance in, Society productions

• 6(l) A casting sub-committee shall be appointed by the General Committee for each production and shall consist of not less than three (3) suitable persons, as determined by the General Committee. As per paragraph 4(f) above, the casting sub-committee shall report directly and solely to the General Committee.

• 6(m) All auditions and casting deliberations of the casting sub-committee shall be witnessed by an independent (i.e. non-committee), performing member of the Society to ensure that all procedures are correctly implemented. The General Committee shall appoint an independent member for each set of auditions.

• 6(n) No member may audition for, or perform in, any Society production while in arrears of payment of their Annual Subscription or otherwise indebted to the Society.

• 6(o) To be eligible to audition for a role in a musical production any member must complete at least three (3) full rehearsals (if these have been held prior to the auditions) unless a valid reason, acceptable to the General Committee, is provided.

• 6(p) To be eligible to audition for a role in a drama production any member must complete at least one (1) full rehearsal (if this has been held prior to the auditions) unless a valid reason, acceptable to the General Committee, is provided.

• 6(q) If a production is not fully cast at the auditions then re-auditions will be organised. All fully paid up performing members, including any members who were unsuccessful at the first auditions, are eligible to audition at the re-auditions.

• 6(r) No-0ne other than members of the Society shall perform in any Society production unless, following re-auditions, a role (or roles) cannot be cast from the membership. The General Committee may then invite non-member(s) to audition for the available role(s). If successful, these individuals will be viewed as a guest of the Society for the duration of that production only and as such will be exempt from all subscriptions and levies during that period.

• 6(s) The General Committee shall have the power to revise a cast list if, in their opinion, a player is found unsuitable for the role assigned.

• 6(t) The General Committee shall have the power to prohibit a player from performing in, or taking further part in the work or preparation for, any Society production for irregular or non-attendance or for misconduct.

• 6(u) Should a production require characters under the age of eighteen (18) years of age and these characters cannot be adequately cast from performing Society members then open auditions for children may be called by the General Committee. Children performing in any Society will be viewed as guests of the Society for the duration of that production only and as such will be exempt from all subscriptions and levies during that period. Children will not be eligible to join as full members of the Society until their eighteenth (18[th] ) birthday in accordance with paragraph 6(a) above. It will be the responsibility of the Society to ensure that any children performing in its shows are accompanied at all times backstage by a suitably qualified person who will hold all relevant qualifications and clearances as may be required from time to time.

7. PATRONS AND FRIENDS

• 7(a) The General Committee shall have the power to appoint as Patrons such persons who, in their view, would be of benefit to the Society. Patrons will not be eligible to vote or hold office.

• 7(b) Friends shall pay a small annual subscription fee that the General Committee shall determine from time to time. Friends will receive all the benefits of membership of the Society except that they will not be eligible to perform, to vote, to attend General Meetings or to hold office.

8. HONORARY OFFICERS

The General Committee shall have the power to nominate for election at the Annual General Meeting a President and Vice-President(s).

9. GENERAL MEETINGS

• 9(a) The Annual General Meeting shall be called by the General Committee on a date as soon as conveniently possible after the close of the financial year. The business transacted shall be the presentation and adoption of reports, statements of accounts, the election of Officers and other members of the General Committee and other pertinent business.

• 9(b) All members will be notified of the date of the Annual General Meeting at least forty-two (42) days prior to the date of the meeting. Formal notice of the Annual General Meeting, including full particulars of all business to be transacted, will be sent by the Secretary to all members of the Society at least fourteen (14) days, but not more than twenty-one (21) days prior to the date of such a meeting.

• 9(c) A quorum for all General Meetings shall be thirty five percent (35%) of members of the Society.

• 9(d) Any member of the Society, who is eligible to vote, may apply to the General Committee for a postal vote to elect Officers and General Committee Members at the Annual General Meeting.

The Secretary must be notified at least fourteen (14) days prior to the Annual General Meeting of the reason for their absence. If the application is approved by the General Committee a ballot form will be forwarded to the member.

The completed form must be returned to:

The Acting Tellers

C/o The General Secretary, at least five (5) days before the Annual General Meeting. The General Committee has the authority to reject any application should it be deemed inappropriate.

• 9(e) Nominations for election to office within the Society or otherwise to membership of the General Committee must be received by the Secretary, in writing, at least ten (10) days before the date of the Annual General Meeting. Nominations must be signed by the nominee and at least two other members of the Society, one as proposer and one as seconder.

• 9(f) An equality of votes between nominees for Officers and members of the General Committee shall be resolved by further ballots. Only those nominees receiving equal votes shall take part in the further ballots. Any postal votes will not form part of the further ballots.

• 9(g) The Secretary shall call Extraordinary General Meetings at such times as directed by the General Committee or within twenty-one (21) days of receipt of a requisition signed by not less than fifteen (15) members of the Society stating the business to be transacted at that meeting.

• 9(h) A notice of every Extraordinary General Meeting must be sent by the Secretary to all members of the Society at least fourteen (14) days prior to the date of such a meeting and such a notice shall disclose full particulars to be transacted at the Extraordinary General Meeting.

• 9(i) Each member of the Society who is not in arrears in payment of their subscriptions, or otherwise indebted to the Society, shall be entitled to attend and vote at the General Meetings. At all General Meetings resolutions shall be carried by simple majority except where otherwise required by these rules, (paragraphs 10(c) and 11(a))

• 9(j) Honorary Officers of the Society may attend General Meetings but are not eligible to vote unless they are also a full member of the Society or an Honorary Life Member

10. RULES

• 10(a) No rule shall be altered or rescinded and no new rule shall be adopted except by the Society in General Meeting. The notice convening the Meeting shall state the text of the proposed amendment.

• 10(b) Any member who wishes to propose adoption, alteration or rescission of any rule in the Constitution at any General Meeting shall, unless such a proposal is sponsored by the General Committee, give written notice thereof to the Secretary at least twenty-one (21) days before the date of such meeting.

• 10(c) A resolution to change these rules shall need for adoption the assent of two thirds

(2/3rds) of the members present and eligible to vote.

• 10(d) No alteration shall be made to rules 2, 5, 10 or 11 without the approval of the Charity Commission for England and Wales or other authority having charitable jurisdiction from time to time.

11. DISSOLUTION

• 11(a) The Society shall not be dissolved except by resolution of an Extraordinary General Meeting passed by at least seventy-five per cent (75%) of the members present, convened in accordance with rule 9, for that purpose.

• 11(b) Any assets remaining after the satisfaction of any proper debts and liabilities shall be applied towards the benefit of a charitable organisation with similar objects, or to other approved charitable purposes.

• Constitution agreed at Annual General Meeting of the Society on 27[th] June 2023

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