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| CONSTITUTION |
A. Name:
The name of the Association is St Jude’s Players (“the Charity”).
B. Administration:
Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause I of this constitution (“the Executive Committee”).
C. Objects:
The Charity’s objects (“the objects”) are the promotion and cultivation of the dramatic arts by the presentation of plays, musical entertainments and concerts and in particular (but without prejudice to the generality thereof) to encourage public appreciation of the arts by the maintenance and support of the theatre group known as St Jude’s Players.
D. 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 any part of the property of the Charity with repayment of the money so borrowed;
(v) power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
(vi) power to cooperate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
(vii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(viii) power to appoint and constitute such advisory committees as the Executive Committee may think fit;
(ix) power to do all such other lawful things as are necessary for the achievement of the objects.
E. Membership:
1. Membership of the Charity shall be open to:
(i) individuals (over the age of 16 years) who are interested in furthering the work of the Charity and who have paid any annual subscription laid down from time to time by the Executive Committee, and
(ii) any family (as accepted for this purpose by the Executive Committee) which is collectively interested in furthering the Charity’s work and has paid any annual subscription (any such family being called a “family member”).
2. Every member over the age of 16 years shall have one vote. Members are individuals or part of a family group and it is hereby confirmed that individuals over the age of 16 who are within a family qualifying as a family member have one vote each.
3. The Executive Committee may by a majority of 75% of its full membership and for good reason terminate the membership of any individual or family member, provided that the individual concerned or family member concerned (as the case may be) shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.
F. Student Membership:
1. Individuals under 16 years of age or in full time education who are interested in furthering the work of the Charity and who have paid any annual subscription laid down from time to time by the Executive Committee, shall be eligible for student membership.
2. Student members shall not be entitled to stand for election to the Executive Committee nor to vote.
G. Membership Responsibilities
1. Membership of the Charity automatically implies acceptance of certain responsibilities. These include the provision of assistance and support for all charity activities, even where no specific duty has been undertaken in connection with a particular production or function.
2. Membership also implies acceptance of the disciplines normally associated with the proper running of meetings, auditions, rehearsals, productions and other functions organised by the charity and a willingness.
3. Such responsibilities under this clause apply to all individual members and student members and, insofar as is reasonable, to member organisations and family members.
H. Honorary Officers
At the annual general meeting of the Charity the members shall elect from amongst themselves a chairman, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.
I. Executive Committee
1. The Executive Committee shall consist of members of the Charity of at least one year’s standing being:
(a) the honorary officers specified in the preceding clause;
(b) other members in the proportion of one in ten of the membership, based upon the previous year’s membership, elected at the annual general meeting who shall hold office from the conclusion of that meeting;
(c) notwithstanding the limit set out in sub-clause 1(b) above the Executive Committee shall consist of not less than 3 members nor more than 13 members.
2. In the event of a vacancy arising on the Executive Committee for any reason whatsoever, the Executive Committee may in addition appoint a co-opted member but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause L and shall take effect from the end of that meeting unless the appointment is to fill a place which has no then been vacated in which case the appointment shall run from the date when the post becomes vacant.
3. All the members of the Executive Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.
4. The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number of 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 on 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.
J. 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 72 of the Charities Act 1993 (or any statutory re-enactment or 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 all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
4 notifies to the Executive Committee a wish to resign (bur only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
K. Executive Committee Members not to be personally interested
1. Subject to the provision of sub-clause (2) of this clause 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.
2. Any member of the Executive Committee for the time being who is a solicitor, accountant, or other person engaged in a profession or business may charge and be paid for normal commercial services provided by him or her or his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity or to provide goods or services on a normal commercial basis; provided that at no time shall the majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instructions or remuneration, or that of his or her firm, is under discussion.
L. Meetings and proceedings of the Executive Committee
1. The Executive Committee shall hold at least six ordinary meetings each year, the first of which shall be held within one calendar month of the Annual General Meeting. At least 10 days notice of the meeting must be given.
2. An agenda of the business to be transacted at the meeting shall be furnished to each member of the Executive Committee by the Secretary at least three days before the meeting.
3. Any member of the Executive Committee wishing to include any special item on the agenda shall give notice of the same to the Secretary at least seven days prior to the date of the meeting.
4. A special meeting may be called at any time by any two members of the Executive Committee upon not less than 10 days notice being given to the other members of the Executive Committee of the matters to be discussed. The exceptions to this are when the matters include an appointment of a co-opted member when not less than 21 days notice must be given and the removal/replacement of a Producer when only 4 days notice must be given, as outlined in sub-clause 11 below.
5. The chairman shall act as chairman at meetings of the Executive Committee. If the chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.
6. There shall be a quorum when at least three quarters of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.
7. 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.
8. The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
9. 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.
10. The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee, plus such additional members of the membership as it deems necessary, 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 sub-committee; provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.
11. As regards the Selection of Productions and Control of Rehearsals:
(a) The Executive Committee shall select for each production from the choice provided by a sub-committee appointed for that purpose. This sub-committee would normally include the Producer and/or Musical Director.
(b) Notwithstanding that he or she may not be a member of the Executive Committee, the Producer shall have overall responsibility for rehearsals but may delegate individual responsibilities.
(c) Any meeting of the Executive Committee to discuss the removal/replacement of the Producer may be at only 4 days notice.
M. Receipts & Expenditure
1. The funds of the Charity, including all donations, contributions & 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. The Chairman, Secretary and Treasurer shall be signatories on any bank current or deposit accounts. All cheques drawn on the account for a sum exceeding £100 for the time being must be signed by at least two authorised signatories.
2. As regards Production Monies:
(a) All monies in connection with a production shall be accounted for and paid to or by the Treasurer within twenty one days of the final performance.
(b) Within two calendar months of the final performance, a full statement
3. The funds belonging to the Charity shall be applied only in furthering the objects.
N. Property
1. Subject to the provisions of sub-clause (2) of this clause, the Executive Committee shall cause the title to:
(a) all land held by or in trust for the Charity which is not vested in the Official Custodian for Charities; and
(b). all investments held by or on behalf of the Charity;
- to be vested either in a corporation entitled to act as custodian trustee or 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.
2. If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Charity, the Executive Committee may permit any investments held by or in trust for the Charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.
O. Accounts
The Executive Committee shall comply with their obligations under the Charities Act 1992 and the Charities Act 1993 (or any statutory re-enactment or modification of those Acts) with regard to:
(1) the keeping of accounting records for the Charity;
(2) the preparation of annual statements of account for the Charity;
(3) the auditing or independent examination of the statements of account of the Charity; and
(4) the transmission of the statements of account of the Charity to the Commissioners.
P. Annual Report
The Executive Committee shall comply with their obligations under the Charities Act 1993 (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.
Q. Annual Return
The Executive Committee shall comply with their obligations under the Charities Act 1993 (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.
R. Annual General Meeting
1. There shall be an annual general meeting of the Charity which shall be held in the month of January in each year or as soon as practicable thereafter.
2. 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 the members of the Charity. Subject to clauses E & F hereof all the 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 a chairman of the meeting. The chairman of the Executive Committee for the preceding year 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. If the requirements under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) for audit or independent examination of the accounts apply then the auditor or independent examiner for the ensuing year shall be appointed.
6. Nominations for election as Honorary Officers and other members of the Executive Committee must be made by members of the Charity in writing and must be in the hands of the secretary of the Executive Committee at least 14 days before the annual general meeting. Retiring officers and other members, if willing, shall automatically go forward as nominees for the following year. Should nominations exceed vacancies, election shall be by ballot.
7. Any further Resolutions for inclusion on the agenda must be received in writing by the Secretary fourteen days before the date of the Annual General Meeting.
S. Special General Meetings
1. The Executive Committee may call a special general meeting of the Charity at any time. If at least half of the membership request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 14 days notice must be given. The notice must state the business to be discussed.
2. The chairman of the Executive Committee shall be the chairman of 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.
T. 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 a quorum when at least one third of the number of members of the Charity for the time being are present at any general meeting. No business other than the formal adjournment of the meeting shall be transacted at any general meeting unless a quorum be present.
3. Unless otherwise provided in the Constitution all resolutions brought forward at any General Meeting shall be decided by a majority of votes recorded at the meeting.
4. The Chairman of the meeting shall have a casting vote in the case of equality of votes.
U. 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 UK, and any letter so sent shall be deemed to have been received within 10 days of posting.
V. Associates
1. All members of the Community, as accepted by the Executive Committee, may become associates upon payment of an annual subscription laid down from time to time by the Executive Committee.
2. An associate has no membership rights by virtue of payment of the annual subscription and cannot stand for election or vote in his or her capacity as an associate.
3. Subject to the approval of the Executive Committee from time to time associates are entitled to priority facilities for all productions and may attend all functions.
W. Alterations to the Constitution
1. Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by a majority 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 alteration proposed.
2. No amendment may be made to clause A (the name of charity clause), clause B (the objects clause), clause K (Executive Committee members not to be personally interested clause), clause X (the dissolution clause) or this clause without the prior consent in writing of the Charity 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.
X. Dissolution
If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it 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 the total membership the Executive Committee shall have 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.