1.                Name
The Society shall be called: HARLEQUINS

2.                Objects

 The objects of the society are to educate the public and Society Members in the dramatic and operatic arts, and to further the development of public and Society Members’ appreciation and taste in the said arts.

3.                Powers
 

In furtherance of these objects but not otherwise the Society through its Executive

Committee may exercise the following powers:

a.        to promote plays, drama, comedies, operas, operettas and other dramatic and operatic works of educative value;

b.         to purchase acquire and obtain interests in the copyright of or the right to
perform or show any such dramatic or operatic works;

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

d.         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 and shall conform to any relevant requirements of the law;

e.        subject to any consents required by law to sell, lease or dispose of all or
any part of the property of the Society;

f.          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.

g.        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;

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

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

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

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

4.                Membership

a.        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.

b.         Membership is open to individuals over 8 years of age.

c.         The Executive Committee may only refuse an application for Membership if, acting reasonably and properly, they consider it in the best interest of the Society to
refuse the application.

d.        The Executive Committee must inform the applicant in writing of the reason
for the refusal within 30 days of the decision.

e.         The Executive Committee must consider any written representations the applicant
may make about the decisions. The Executive Committee’s decision following any
written representation must be notified to the applicant in writing but shall be final.

f.          Membership is not transferable to anyone else.

5.                Eligibility For Membership

 
a.                Full-Membership shall be open to all those over the age of 18 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.

 b.                Junior Membership shall be open to all those over the age of 8 years up until their 18th Birthday. Junior Members will not be appointed to Trustee Positions (Executive Committee) nor will they have any voting rights.

6.     Application For Membership

Applications for Membership shall be made in writing, signed by the applicant, to the
Secretary, who shall submit the same to the Executive Committee for its decision.

7.          Names Of Candidates to be sent to Executive Committee

The Secretary shall send the names and addresses of candidates for election to each
member of the Executive Committee at least two clear days prior to the day of the
meeting at which such applications for membership are to be considered by the Executive Committee.

8.    Expulsion of Members

The Executive Committee may by a unanimous decision vote to 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 the final decision is made.

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.

10.           Payment of Entrance Fees and Subscriptions

Entrance Fees, if applicable, and first Annual Subscriptions 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 5th April in each year and shall be paid to the Treasurer not later than 5th June.

11.           Non-payment of Subscriptions

The Executive Committee shall have power by bare majority to suspend any member
whose subscription remains unpaid after 5th July in any year from exercising all or any of the privileges of membership until his or her subscription is paid.

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 5th April or Members leaving the neighbourhood and resigning their membership before the end of any season and to re-admit to the Society without entrance fee any persons who have previously been members when such persons have resigned owing to leaving the neighbourhood or for other good cause.

13.           Resignations

Members wishing to resign must give written notice to the Secretary befor 5th March, and in default of so doing will be liable for the subscription for the current year commencing on that date.

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.

15.           Executive Committee*

a.    An Executive Committee elected at the Annual General Meeting consisting of the following Officers, Chair, Vice-Chair, Treasurer, Secretary and THREE Full-Members, shall manage the Society.

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

                                                 i.      [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)];

                                              ii.      becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs;

                                            iii.      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

                                            iv.      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.

c.     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.

d.    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.

16.           Executive Committee Members not to be personally interested*

a.    Subject to the provisions of sub-clause (b) of this clause 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.

b.    Any member of the Executive Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done 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 on behalf of the Society: provided that at no time shall a 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 instruction or remuneration, or that of his or her firm, is under discussion.

17.           Meetings of Executive Committee

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

b.    A special meeting may be called at any time by the Chair or by any other 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.

c.     The Chair shall act as chairman at meetings of the Executive Committee. If the Chair is absent then the Vice-Chair shall act in his/her place, in the absence of both the Chair and the Vice-Chair, the members of the Executive Committee shall choose one of their number to become chairman of the meeting before any business is transacted.

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

e.    Every matter shall be decided by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of an equality of votes the chairman of the meeting shall have a second, or casting vote.

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

g.    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 rules may be made which is inconsistent with this constitution.

h.    The Executive Committee may appoint one or more sub-committees consisting of two or more members of the Executive Committee together with THREE Full-Members 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-committee shall be fully and promptly reported in writing to the Executive Committee.

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 connected in connection therewith.

19.           Finance

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

b.    The funds of the Society, including all members’ fees, donations, box office income and bequests, shall 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.

c.     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.

d.    No expenditure shall be incurred by any member of the Society without the authority of the Treasurer and/or Secretary and the Executive Committee shall sanction all accounts.

e.    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 and Bye-Laws of that Association.

20.           Financial Year

The financial year of the Society shall commence 5th April and an annual profit and loss account shall be prepared within two calendar months after 5th April in each year.

21.           The Annual General Meeting

a.    The Annual General Meeting shall be held in the month of February 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 the Executive Committee and an Auditor, for the ensuing year, and the Honorary Life Members, if any, elected, and all general business transacted.

b.    The Executive Committee shall call every Annual General Meeting. 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 but only Full-Members may vote at the meeting.

c.     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.

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

e.    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.

22.           Retirement of Officers and Executive Committee

The Executive Committee (including the Officers) and the Auditor 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. 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.

23.           Special General Meeting

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 FIVE Members. Every such requisition shall specify the business for which the Meeting is to be convened and no other business shall be conducted at such Meeting.

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.

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 60% of the Members of the Society.

26.           Resolution at General Meeting

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

27.           Notice of General Meeting

A printed (or electronic) 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 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 date fixed for the meeting.

28.           Selection Of Works

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

29.           Selection Of Cast

The cast for any production shall be selected by the Executive Committee or by a Selection Sub-Committee appointed by the Executive Committee and consisting of not less than FIVE persons.

30.           Revision of Cast

The Executive Committee or its appointed Sub-Committee shall have power to revise the cast from time to time in consideration of the Show Director. If any Acting Member to whom a character has been assigned shall, in its opinion, prove unsuitable for the part.

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.

32.           Control of Rehearsals

The Musical Director shall conduct as many music rehearsals as practicable and the Director shall direct as many stage rehearsals as practicable.

33.           Attendance at Rehearsals and Performances

The Secretary shall keep a record of the attendance of Acting Members at rehearsals and performances. The Executive Committee shall have the 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 direction of the Executive Committee and in consultation with the show director, be deemed to have resigned their parts in the work then in rehearsal.

34.           Acting Members in excess of Requirments

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 Member who, by the regularity of their attendance, shall, in the opinion of the Executive Committee, have rendered themselves most efficient.

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.

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.

37.           Recovery of Money due to the 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 Society.

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 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.

39.           Alteration to Rules

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.

This constitution was adopted on the date given above by persons present for that purpose.

18th February 2007