Adopted on the 4th day of October 2012.
The Society shall be called Phoenix Theatre Company
Section 1 – Objective
The objective of the Society is to educate the public in the dramatic and operatic arts, and to further the development of public appreciation and taste in the said arts.
Section 2 – Powers
In furtherance of these objectives but not otherwise the Society through its Executive Committee (also referred to as the Board) may exercise the following powers:
- to promote plays, drama, comedies, operas, operettas and other dramatic and operatic works of educative value;
- to purchase acquire and obtain interests in the copyright of or the right to perform or show any such dramatic or operatic works;
- to purchase or otherwise acquire plant, machinery, furniture, fixtures, fittings, scenery and all other necessary effects;
- to raise funds and invite and receive contributions from any persons or legitimate organisation(s) whatsoever by way of subscription, donation and otherwise, provided that in raising
- funds the Society shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
- subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Society;
- subject to any consents required by law to borrow money and to charge all or any part of the property of the Society with repayment of the money so borrowed;
- to employ such staff (who shall not be members of the Production Committee) as are necessary
- 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;
- to establish or support any charitable trusts, association or institutions formed for all or any of the objects;
- to assist and further such charitable institutions and charitable purposes as the Executive Committee shall from time to time determine;
- to appoint and constitute such advisory committees as the Executive Committee may think fit;
- to do all such other lawful things as are necessary for the achievement of the objects of the Society.
Section 3 – Membership
The Society shall consist of Members, and may also include as honorary Life Members such other persons as shall have rendered special services to the Society.
Section 4 - Eligibility for Membership
Membership shall be open to all those over the age of 8 years1 having sympathy with the objects of the Society and desiring actively to further it and to pay the entrance fee, where applicable, and annual subscription laid down from time to time by the Executive Committee. Every Member shall have one vote.
Section 5 - Applications for Membership
Applications for membership shall be made in writing, signed by the applicant (or in the case of minors, their legal guardian) to the Secretary, who shall submit the same to the Executive Committee for its decision.
Section 6 - Capabilities of Candidates for Membership
Prior to election all candidates for membership as performers (Acting Members) shall satisfy the Executive Committee as to their histrionic and/or musical ability.
Section 7 - Names of Candidates to be sent to Executive Committee
The names and addresses of candidates for election shall be sent by the Secretary to each member of the Executive Committee at least two working days prior to the day of the meeting at which such applications for membership are to be considered by the committee.
Section 8 - 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 whose conduct it considers likely to endanger the welfare of the Society. The individual shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.
Section 9 - Subscriptions and Fees
The annual subscription to the Society and entrance fees, if applicable, shall be determined from time to time by the Executive Committee.
Section 10 - Payment of Entrance Fees and Subscriptions
Entrance fees, if applicable and first annual subscriptions (£10) shall become due and be paid to the Treasurer on receipt of notice of election from the Secretary, and all subsequent annual subscriptions shall become due on 1st June in each year and shall be paid to the Treasurer not later than this date.
Section 11 - Non-Payment of subscriptions
The Executive Committee shall have power by simple majority to suspend any member whose subscription remains unpaid after 14th June in any year from exercising all or any of the privileges of membership until his or her subscription is paid.
Section 12 - Adjustment of Subscriptions
The Executive Committee shall have power to remit such portion of the subscription as they think right in the case of Members elected after 1st June or Members leaving the locality and resigning their membership before the end of any season. Conversely to re-admit to the Society without entrance fee any person(s) who have previously been Members when such persons have resigned owing to leaving the locality for other good cause.
Section 13 - Resignations
Members wishing to resign must give written notice to the Secretary before 1st June and in default of so doing will be deemed to have left the company for the current year commencing on that date.
Section 14 - Honorary Life Members
Honorary Life Members may, on the nomination and recommendation of the Executive Committee only, be elected on such terms as the members of the Society at an Annual General Meeting may from time to time decide.
Section 15 - Production Committee
- The Society shall be managed by a Production Committee elected at the Annual General Meeting consisting of the following Officers, namely: Chairman, Treasurer, Secretary and 6 Members.
- A member of the Production Committee shall cease to hold office if he or she:
- [is disqualified from acting as a member of the Production 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;
- is absent without the permission of the Production Committee from all their meetings held within a period of six months and the Production Committee resolve that his or her office be vacated; or
- notifies to the Production Committee a wish to resign (but only if at least three members of the Production Committee will remain in office when the notice of resignation is to take effect).
- The proceedings of the Production 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.
- No person shall be entitled to act as a member of the Production Committee whether on a first or subsequent entry into office until after signing in the minute book of the Production Committee a declaration of acceptance and of willingness to act in the trusts of the Society.
Section 16 – Production Committee Members not to be personally interested
Subject to the provisions of sub-clause (b) of this clause no member of the Production Committee shall acquire any interest in property belonging to the Society [otherwise than as a Board member or receive remuneration or be interested (otherwise than as a Member of the Board/Executive Committee) in any contract entered into by the Board/Executive Committee.
Section 17 - Meetings of Executive Committee
- The Executive Committee shall hold at least two ordinary meetings a year.
- 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.
- 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 shall choose one of their number to be chairman of the meeting before any other business is transacted.
- There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or 5 of the Executive Committee, whichever is greater, are present at a meeting.
- 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.
- 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.
- 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.
- The Executive Committee may appoint one or more sub-committees consisting of three 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 sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.
Section 18 - 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.
Section 19 - Finance
- The funds of the Society shall be applied solely in furthering the objects of the society.
- 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.
- 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.
- No expenditure shall be incurred by any member of the Society without the authority of the Treasurer and/or Secretary and all accounts shall be sanctioned by the Executive Committee.
- The Society shall give an annual subscription to the National Operatic and Dramatic Association in accordance with the subscription scales published by that Association, and shall abide by the Rules & Bye-Laws of that Association.
Section 20 - Financial Year
The financial year of the Society shall commence on 1st May and an annual profit and loss account and balance sheet shall be prepared within two calendar months after completion of the February stage production each year.
Section 21 - Annual General Meeting
- The Annual General Meeting of the Society shall be held in the month of April or as soon as practicable thereafter, when the Report of the Executive Committee and accounts for the past year, duly audited, shall be presented to the Officers, other members of Executive Committee and an Auditor, for the ensuing Year. The 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 Society. All the members of the Society shall be entitled to attend and vote at the meeting.
- Before any other business is transacted at the first Annual General Meeting the persons present shall appoint a chairman of the meeting. The chairman shall be the chairman of subsequent Annual General Meetings, but if he or she is not present, the persons present shall appoint a chairman of the meeting
- The Executive Committee shall present to each Annual General Meeting the report and accounts of the Society for the preceding year.
- Nominations for election to the Executive Committee must be made by members of the Society in writing and must be in the hands of the Secretary at least 21 days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot.
Section 22 - Retirement of Officers and Executive Committee
The Production Committee shall retire annually but shall be eligible for re-election. The names of candidates for these positions shall be sent to the Secretary in writing at least 21 days before the Annual General Meeting and if more names are proposed than the number required to fill the vacancies and sufficient are not withdrawn at or before such Meeting, the election shall be by ballot of all members at the AGM. If all the before-mentioned positions shall not be filled at such meeting then the Executive committee ( Board) will determine and appoint a suitable candidate into the vacant post.
Section 23 - 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 21 days after the receipt by the Secretary of a requisition in writing to that effect signed by at least two 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.
Section 24 - 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.
Section 25 - Quorum at General Meetings
No business other than the formal adjournment of the Meeting shall be transacted at any General Meeting unless a quorum be present and such quorum shall consist of not less than 5 present and entitled to vote.
Section 26 - 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 Chairman shall have a second or casting vote.
Section 27 - Notice of General Meeting
A printed notice of every General Meeting accompanied in the case of the Annual General Meeting by the Statement of Accounts for the past year and particulars of nominations for the Executive Committee (including the Officers) and Auditor and of any proposal to elect an honorary Life Member shall be sent to each member at least 14 days prior to the day fixed for such Meeting.
Section 28 - Selection of Works
The Executive Committee shall select the works to be produced by the Society and shall determine the dates of productions.
Section 29 - Selection of Cast
The cast for any production shall be selected by the Auditions committee (Min of 5) and this committee will be appointed by the Executive Committee. Once the Auditions Committee have made their choices then this will be ratified by the Executive Committee although this would usually be nothing more than a ‘rubber stamping exercise’.
Section 30 - 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 Show Director, if any Acting Member to whom a character has been assigned shall, in its opinion, prove unsuitable for the part.
Section 31 - 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. It is also very important that all acting members make every effort to attend all rehearsals in order to be fair to the production team and all Company members.
Section 32 - Control of Rehearsals
The Musical Director shall conduct all music rehearsals, the Choreographer shall direct all dance rehearsals and the Director shall direct the show in its entirety and have the overall responsibility for delivering the finished stage production to the Stage Manager at the conclusion of the final dress rehearsal.
Section 33 - 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 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 show director, be deemed to have resigned their parts in the work then in rehearsal.
Section 34 - Acting Members in excess of Requirements
If at any time the number of Members rehearsing a production 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, shall, in the opinion of the Executive Committee, have rendered themselves most efficient.
Section 35 - Production Money
All monies due from Members 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.
Section 36 - 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.
Section 37 - 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.
Section 38 - Dissolution of Society
If the Executive Committee decides that it is necessary or advisable to dissolve the Society it shall call a 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
Section 39 - Alteration to Rules
a. No alteration of these Rules shall be made except at a General Meeting nor unless 21 days prior to such a meeting a written notice of the proposed alteration or of one substantially to the like effect shall have been given to the Secretary, who shall give 14 days notice thereof to the members and the resolution embodying such proposed alteration shall be carried by a majority of at least two thirds of the members present and voting at a General Meeting.
Section 40 - 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.