Constitution

of

Esperance Theatre Guild

Incorporated

 

 

 

September 2001

 

Content

Name of Association *

Definitions *

Objectives of Association *

Powers of Association *

Qualifications for membership of Association *

Register of members of Association *

Subscriptions of members of Association *

Resignation of members of Association *

Expulsion of members of Association *

Committee of Management *

Chairperson 7

Secretary 8

Treasurer *

Casual vacancies in membership of Committee *

Proceedings of Committee *

General meetings *

Quorum in proceedings at general meetings *

Minutes of meetings of Association *

Voting rights of members of association *

Proxies of members of Association *

Rules of Association *

Common seal of Association *

Inspection of records, etc. of Association 13

Distribution of surplus property on winding up of Association *

 

 

1. Name of Association

The name of the Association is Esperance Theatre Guild (Incorporated)

2. Definitions

In these rules, unless the contrary intention appears:

"Committee meeting' means meeting referred to in rule 15.1;

'Committee member' means person referred to in paragraph (a), (b), (c), (d) or (e) of rule 10.1;

"financial year' has the meaning given by section 3 (1) of the Act, a reference in that section to-

(a) 'an incorporated association' or 'the association' being construed as a reference to the Association; and

(b) "the Committee" being construed as a reference to the Committee;

"general meeting" means meeting convened under rule 16;

"member" means member of the Association;

"ordinary resolution" means resolution other than a special resolution; "special resolution' has the meaning given by section 24 of the Act;

"the Act" means the Associations Incorporation Act 1987;

"the Association" means the Association referred to in rule 1;

"the Chairperson" means-

(a) in relation to the proceedings at a Committee meeting or general meeting, the person presiding at the Committee meeting or general meeting in accordance with rule 11; or

(b) otherwise than in relation to the proceedings referred to in paragraph (a), the person referred to in rule 10.1 (a) or, if that person is unable to perform his or her functions, the Vice Chairperson;

"the Committee" means the Committee of Management of the Association referred to in rule 10.1;

"the Secretary" means the Secretary referred to in rule 10.1 (c);

"the Treasurer" means the Treasurer referred to in rule 10.1 (d);

'the Vice-Chairperson" means the Vice-Chairperson referred to in rule 10.1 (b).

 

3. Objectives of Association

3.1 The objectives of the Esperance Theatre Guild are to:

      1. Maintain the Bijou Theatre in a manner which

  1. Conserves its historical and structural integrity;

  2. Ensures the safety of all users;

  3. Ensures continued facility effectiveness and relevance: and

  4. Enables continued community ownership of the land and building.

      1. Enable performances which

  1. Are primarily community based

  2. Maintain high standards

  3. Encompass all facets of performing arts

  4. Provide an enjoyable experience

  5. Encourage and promote the development of performance and technical skills

  6. Foster and develop theatre for junior members

3.2 The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.

 

4. Powers of Association

The powers conferred on the Association by section 13 of the Act are subject to the following additions, exclusions or modifications:

    1. To borrow money to a current value not exceeding 5% of the association’s assets in order to pursue the objectives outlined in 3.1.1;

    2. To source funding from external sources for the pursuit of the Association’s objectives;

    3. To decide on and promote the Association’s artistic program; and

    4. To maintain a licensed facility for the benefit of patrons, the licensee being an Esperance Theatre Guild member.
  1. Qualifications for membership of Association

5.1 Membership of the Association is open to any person who wishes to further the interests of the Association.
    1. A person who wishes to become a member shall make application to the Management Committee, and the Management Committee shall determine whether the application is successful or not. Applications denied membership shall be advised in writing.
    2. Each person admitted to membership shall be:

      3. 5.3.1 Bound by the Constitution and By-laws of the Association.

      5.3.2 Come liable for such fees and subscriptions as may be fixed by the Association.

      5.3.3 Entitled to all advantages and privileges of membership.

    3. Membership categories:
      1. Ordinary Members: Any person who is a financial member of the Association is entitled to hold any office and enjoy privileges of the Association. This shall include any person holding a family membership aged 18 or over.
      2. Junior Members: Any person under the aged of 18 years may become a Junior Member. Such shall have no voting rights nor be entitled to hold any office.
      3. Honorary Life Members: Any persons who the Committee sees fit through service rendered over a period of time shall be bestowed such Life Membership.
      4. Family Membership is available to a maximum of two adult members of the same family and may include their children aged under 18 years. Persons aged over 18 years shall be classified as Ordinary Members and those aged up to 18 classified as Junior Members.

 

6. Register of members of Association

6.1 The Secretary shall on behalf of the Association keep and maintain the register of members in accordance with section 27 of the Act and that register shall be so kept and maintained at his or her place of residence.

6.2 The Secretary shall cause the name of a person who dies or who ceases to be a member under rule 7.3, 8.1 or 9 to be deleted from the register of members referred to in subrule (6.1).

 

7. Subscriptions of members of Association

7.1 The members shall from time to time at a general meeting determine the amount of the subscription to be paid by each member.

7.2 Each member shall pay to the Treasurer, annually, the amount of the subscription determined under subrule (7.1).

7.3 Subject to subrule (7.4), a member whose subscription is not paid within 3 months after the relevant date fixed by or under subclause (7.2) ceases on the expiry of that period to be a member, unless the Committee decides otherwise.

7.4 A member is a financial member for the purposes of these rules if his or her subscription is paid on or before the relevant date fixed by or under subrule (2) or within 3 months thereafter.

 

8. Resignation of members of Association

A member who delivers notice in writing of his or her resignation from the Association to the Secretary or another Committee member ceases on that delivery to be a member.

 
  1. Expulsion of members of Association

9.1 If the Committee considers that a member should be expelled from membership of the Association because of his or her conduct being detrimental to the interests of the Association, the Committee shall communicate, firstly orally and then in writing, to the member-
  1. notice of the proposed expulsion and of the time, date and place of the Committee meeting at which the question of that expulsion will be decided; and
  2. particulars of that conduct,

not less than 30 days before the date of the Committee meeting referred to in paragraph (a).

9.2 At the Committee meeting referred to in a notice communicated under subrule (9.1), the Committee may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Committee, expel or decline to expel that member from membership of the Association and shall, forthwith after deciding whether or not so to expel that member, communicate that decision in writing to that member.

9.3 Subject to subrule (9.5), a member who is expelled under subrule (9.2) from membership of the Association ceases to be a member 14 days after the day on which the decision so to expel him or her is communicated to him or her under subrule (9.2).
    1. A member who is expelled under subrule (9.2) from membership of the Association shall,if he or she wishes to appeal against that expulsion, give notice to the Secretary of his or her intention to do so within the period of 14 days referred to in subrule (9.3).

9.5 When notice is given under subrule (9.4)

(a) the Association in a general meeting may, after having afforded the member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Association in the general meeting, confirm or set aside the decision of the Committee to expel that member; and

(b) the member who gave that notice does not cease to be a member unless and until the decision of the Committee to expel him or her is confirmed under this subrule.

 
  1. Committee of Management
    2.

    10.1 The affairs of the Association shall be managed exclusively by a Committee of Management consisting of-

    (a) a Chairperson or President;

    (b) a Vice-Chairperson or Vice-President;

    (c) a Secretary;

    (d) a Treasurer; and

    (e) not less than 4 and no more than 8 committee members

    all of whom shall be members of the Association elected to membership of that Committee at an annual general meeting or appointed under subrule (10.7).

      1. At the commencement of the first annual general meeting held after the adoption of this constitution –

        2. (a) If the Committee consists of an even number of members, half of that number, which half; or

        (b) If the Committee consists of an odd number of members, the integral number of members nearest to, and exceeding, half of that odd number, the members comprised in which integral number,

        Shall be chosen by ballot, shall cease to be Committee members, but shall be eligible for re-election to membership of the Committee.

      2. At the commencement of each successive annual general meeting after the annual general meeting referred to in 10.2.1 those Committee members who have served for longer periods than the other Committee members shall cease to be Committee members but shall be eligible for re-election to membership of the Committee.

10.3 A person is not eligible for election to membership of the Committee unless a member has nominated him or her for election by delivering notice in writing of that nomination, signed by-

(a) the nominator; and

(b) the nominee to signify his or her willingness to stand for election,

to the Secretary before the commencement of the annual general meeting concerned.

10.4 A person who is eligible for election or re-election under this rule may at the annual general meeting concerned-
  1. propose or second himself or herself for election or re-election; and

(b) vote for himself or herself.

10.5 The Secretary shall ensure that notice of all persons seeking election to membership of the Committee is given to all members at the annual general meeting at which that election is to be held.

10.6 If the number of persons nominated for election to membership of the Committee does not exceed the number of Vacancies in that membership to be filled-

(a) the Secretary shall report accordingly to; and

(b) the Chairperson shall declare those persons to be duly elected as members of the Committee at, the annual general meeting concerned.

10.7 When a casual vacancy within the meaning of rule 14 occurs in the membership of the Committee-
  1. the Committee may appoint a member to fill that vacancy; and

(b) a member appointed under this subrule shall-

(i) hold office until the commencement of; and

(ii) be eligible for election to membership of the Committee at the next following annual general meeting.

 

11. Chairperson/President

11.1 Subject to this rule, the Chairperson/President shall preside at all general meetings and

Committee meetings.

11.2 In the event of the absence from-

(a) a general meeting of-

(i) the Chairperson/President, the Vice-Chairperson/Vice-President; or
    1. both the Chairperson/President and the Vice-Chairperson/Vice-President,

a member elected by the other members present at the general meeting;

or

(b) a Committee meeting of-

(i) the Chairperson, the Vice-Chairperson; or

(ii) both the Chairperson and the Vice-Chairperson, a Committee member

elected by the other Committee members present,

shall preside at the general meeting or Committee meeting, as the case requires.

 

12. Secretary

The Secretary shall:

(a) co-ordinate the correspondence of the Association;

(b) keep full and correct minutes of the proceedings of the Committee and of the Association;

(c) comply on behalf of the Association with-

(i) section 27of the Act in respect of the register of members of the Association;

(ii) section 28 of the Act in respect of the rules of the Association; and

(iii) section 29 of the Act in respect of the record of the officeholders, and any trustees, of the Association;

(d) have custody of all books, documents, records and registers of the Association, including those referred to in paragraph (c), other than those required by rule 13 to be kept and maintained by, or in the custody of, the Treasurer; and

(e) perform such other duties as are imposed by these rules on the Secretary.

 
  1. Treasurer

The Treasurer shall:
  1. Open accounts with a bank or banks decided upon by the Committee. Those authorised to operate on such accounts, being not less than three duly elected office bearers of whom one shall be the Treasurer, shall be chosen by the Committee from time to time; any cheque or withdrawal from those accounts shall be signed by two of the three authorised signatories.

  2. be responsible for the receipt of all moneys paid to or received by, or by him/her on behalf of, the Association and shall issue receipts for those moneys in the name of the Association;

  3. pay all moneys referred to in paragraph (a) into such account or accounts of the Association as the Committee may from time to time direct;

  4. comply on behalf of the Association with sections 25 and 26 of the Act in respect of the accounting records of the Association;

  5. whenever directed to do so by the Chairperson, submit to the Committee a report, balance sheet or financial statement in accordance with that direction;

  6. have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in paragraph (e); and

  7. perform such other duties as are imposed by these rules on the Treasurer.

 

14. Casual vacancies in membership of Committee

A casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member:

  1. dies;

  2. resigns by notice in writing delivered to the Chairperson or, if the Committee member is the Chairperson, to the Vice-Chairperson;

  3. is convicted of an offence under the Act;

    4.  

  4. is absent from more than 3 consecutive Committee meetings; or 3 Committee meetings in the same financial year, of which he or she has received notice without tendering an apology to the person presiding at each of those Committee meetings; or

  5. ceases to be a member of the Association.

 

15 Proceedings of Committee

15.1 The Committee shall meet together for the dispatch of business not less than six times a year and the Chairperson may at any time convene a meeting of the Committee.
    1. Each Committee member has a deliberative vote.

15.3 A question arising at a Committee meeting shall be decided by a majority of votes.

15.4 At a Committee meeting half the total committee membership plus one committee member shall constitute a quorum.
    1. Subject to these rules, the procedure and order of business to be followed at a Committee meeting shall be determined by the Committee members present at the Committee meeting.

15.6 A Committee member having any direct or indirect pecuniary interest referred to in section 21 or 22 of the Act shall comply with that section.

 
  1. General meetings

16.1 The Committee:
  1. may at any time convene a special general meeting;
  2. shall convene annual general meetings within the time limits provided for the holding of annual general meetings by section 23 of the Act; and
  3. shall, within 30 days of:
    1. receiving a request in writing to do so from not less than 10 members, convene a special general meeting for the purpose specified in that request; or
    2. the Secretary receiving a notice under rule (9.4), convene a special general meeting for the purpose of dealing with the appeal to which that notice relates.

16.2 The members making a request referred to in subrule (16.1) (c) (i) shall-

  1. state in that request the purpose for which the special general meeting concerned is required; and

  2. sign that request.

16.3 If a special general meeting is not convened within the relevant period of 30 days

referred to:
  1. in subrule (16.1) (c) (i), the members who made the request concerned may themselves convene a special general meeting as if they were the Committee; or

  2. in subrule (16.1) (c) (ii), the member who gave the notice concerned may himself convene a special general meeting as if he or she were the Committee.

16.4 When a special general meeting is convened under subrule (16.3) (a) or (b)-

  1. the Committee shall ensure that the members or member convening the special general meeting are supplied free of charge with particulars of all members; and

  2. the Association shall pay the reasonable expenses of convening and holding the special general meeting.

16.5 Subject to subrule (16.8), the Secretary shall give to all members not less than 14 days notice of a general meeting and of any motions to be moved at the general meeting.

16.6 A notice given under subrule (16.5) shall specify-

  1. when and where the general meeting concerned is to be held; and

  2. particulars of the business to be transacted at the general meeting concerned and of the order in which that business is to be transacted.

16.7 In the case of an annual general meeting, the order in which business is to be transacted is-

  1. first, the consideration of the accounts and reports of the Committee;

  2. second, the election of Committee members to replace outgoing Committee members; and

  3. third, any other business requiring consideration by the Association in a general meeting.

16.8 The Secretary shall give to all members not less than 21 days notice of a general meeting at which a special resolution is to be proposed and of any other motions to be moved at that general meeting.

16.9 The Secretary may give a notice under subrule (16.5) or (16.8) by-

  1. serving it on a member personally; or

  2. sending it by post to a member at the address of the member appearing in the register of members kept and maintained under section 27 of the Act.

  3. Advertising it in the Public Notices section of the relevant local newspaper.

16.10 When a notice is sent by post under subrule (16.9) (b), sending of the notice shall be deemed to be properly effected if the notice is sufficiently addressed and posted to the member concerned by ordinary prepaid mail.

 

17. Quorum in proceedings at general meetings

17.1 At a general meeting 25 members present in person or by proxy constitute a quorum.

17.2 If within 30 minutes after the time specified for the holding of a general meeting in a notice given under rule (16.5) or (16.8):

  1. as a result of a request or notice referred to in rule (16.1) (c) or as a result of action taken under rule (16.3) a. quorum is not present, the general meeting lapses; or

  2. otherwise than as a result of a request, notice or action referred to in paragraph (a), the general meeting stands adjourned to the same time on the same day in the following week and to the same venue.

17.3 If within 30 minutes of the time appointed by subrule (17.2) (b) for the resumption of an adjourned general meeting a quorum is not present, the members who are present in person or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present.

17.4 The Chairperson may, with the consent of a general meeting, at which a quorum is present, and shall, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.

17.5 There shall not be transacted at an adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned.

17.6 When a general meeting is adjourned for a period of 30 days or more, the Secretary shall give notice under rule 16 of the adjourned general meeting as if that general meeting were a fresh general meeting.

17.7 At a general meeting:

  1. an ordinary resolution put to the vote shall be decided by a majority of votes cast on a show of hands; and

  2. a special resolution put to the vote shall be decided in accordance with section 24 of the Act.

17.8 A declaration by the Chairperson at a general meeting that a resolution has been passed as an ordinary resolution thereat shall be evidence of that fact unless, during the general meeting at which the resolution is submitted, a poll is demanded in accordance with subrule (17.9).

17.9 At a general meeting, a poll may be demanded by the Chairperson at the general meeting or by three or more members present in person or by proxy and, if so demanded, shall be taken in such manner as the Chairperson directs.

17.10 If a poll is demanded and taken under subrule (17.9) in respect of an ordinary resolution, a declaration by the Chairperson of the result of the poll is evidence of the matter so declared.

17.11 A poll demanded under subrule (17.9) on the election of a person to preside over a general meeting or on the question of an adjournment shall be taken forthwith on that demand being made.

 

18. Minutes of meetings of Association

18.1 The Secretary shall cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken and then to be entered within 30 days after the holding of each general meeting or Committee meeting, as the case requires, in a minute book kept for that purpose.

18.2 The Chairperson shall ensure that the minutes taken of a general meeting or Committee meeting under subrule (18.1) are checked and signed as correct by the Chairperson of the general meeting or Committee meeting to which those minutes relate or of the next succeeding general meeting or Committee meeting, as the case requires.

18.3 When minutes have been entered and signed as correct under this rule, they shall, until the contrary is proved, be evidence that-

  1. the general meeting or Committee meeting to which they relate (in this subrule called "the meeting") was duly convened and held;

  2. all proceedings recorded as having taken place at the meeting did in fact take place thereat; and

  3. all appointments or elections purporting to have been made at the meeting have been validly made.

 

 

19. Voting rights of members of association

19.1 Subject to these rules, each member present in person or by proxy at a general meeting is entitled to a deliberative vote.

19.2 A member which is a body corporate may appoint in writing a natural person, whether or not he or she is a member, to represent it at a particular general meeting or at all general meetings.

19.3 An appointment made under subrule (19.2) shall be so made by a resolution of the board or other governing body of the body corporate concerned-

  1. which resolution is authenticated under the common seal of that body corporate; and

  2. a copy of which resolution is lodged with the Secretary

19.4 A person appointed under subrule (19.2) to represent a member which is a body corporate shall be deemed for all purposes to be a member until that appointment is revoked by the body corporate or, in the case of an appointment in respect of a particular general meeting, which appointment is not so revoked, the conclusion of that general meeting.

 

20. Proxies of members of Association

A member (in this rule called 'the appointing member") may appoint in writing another member who is a natural person to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at, any general meeting.

21. Rules of Association

21.1 The Association may alter or rescind these rules, or make rules additional to these rules, in accordance with the procedure set out in sections 17, 18 and 19 of the Act.

21.2 These rules bind every member and the Association to the same extent as if every member and the Association had signed and sealed these rules and agreed to be bound by all their provisions.

 

22. Common seal of Association

22.1 The Association shall have a common seal on which its corporate name shall appear in legible characters.

22.2 The common seal of the Association shall not be used without the express authority of the Committee and every use of that common seal shall be recorded in the minute book referred to in rule 18.

22.3 The affixing of the common seal of the Association shall be witnessed by any two of the Chairperson, the Secretary and the Treasurer.

22.4 The common seal of the Association shall be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.

 

23. Inspection of records, etc. of Association

A member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.

24. Distribution of surplus property on winding up of Association

24.1 If upon the winding up or dissolution of the association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members but shall be given or transferred:
  1. to another association incorporated under the Act; or
  2. for charitable purposes

which incorporated association or purposes, as the case requires shall be determined by the resolution of the members when authorising and directing the Committee under section 33(3) of the Act to prepare a distribution plan of the surplus property of the association.

24.2 In the event of the winding up or dissolution of the association, the Commissioner of Taxation shall be advised of the date of dissolution within 30 days of the dissolution.