Table of contents
1. Preamble
2. Definitions
3. Name
4. Status
5. Objectives
6. Methods of achieving objectives
7. Membership
8. General meetings
9. Bylaws
10. Alterations to rules
11. Officers
12. Management committee
13. Conduct of general meetings
14. Management committee powers and procedures
15. Election of officers and committee
16. Membership fees and subscriptions
17. Finance
18. Common Seal
19. Winding up
1.1 New Players Theatre Company exists to allow its members the
enjoyment of participating in recreational theatre.
2.1 In all instances, the use of the word "shall" or "should" in this
document shall denote a mandatory requirement.
2.2 The
use of the words "the Act" in this document shall mean the Incorporated
Societies Act 1908 and its amendments and regulations currently in
effect.
2.3 The use of the word "rules" shall mean this
document and any bylaws, regulations or standing orders drawn up as
provided for in this document.
2.4 All other words used in this document shall have their ordinary dictionary definition.
3.1 The name of the society shall be New Players Theatre Company Incorporated.
3.2 New Players Theatre Company Incorporated shall be incorporated under the provisions of the Act.
3.3 New Players Theatre Company Incorporated may be referred to in this document as "the society".
4.1 Membership of the society shall be open to all persons.
4.2 This document shall be the constitution of the society and its
provisions shall be binding on all members. The society shall not
engage in any activity contrary to any provision of its constitution.
4.3 The society shall have a charitable nature, as defined in the
provisions of the Income Tax Act 1973 and its amendments. The society
shall make no distribution whatsoever by way of money, property or
otherwise to any member. The activities of the society shall be limited
to within New Zealand.
4.4 The society shall be managed
by honorary officers and a management committee who shall be elected by
the members of the society from the society's membership.
4.5 The society's financial year shall be from 1 January to 31 December inclusive.
4.6 The society's registered office shall be Level 1, 18 Moorefield Road, Johnsonville.
5.1 The objectives of the society shall be:
5.1.1 To offer its members the opportunity to enjoy taking part in
recreational non professional theatre.
5.1.2 To
produce dramatic works, plays, musical shows, concerts and other
entertainment of every kind for performance to members of the society
and the general public.
5.1.3 To strive for a high
level of excellence in its theatrical productions and to support its
productions with effective management and the infrastructure of a
socially responsible society.
5.1.4 To promote the
study of musicals, plays, and other dramatic works, and to foster and
encourage crafts and skills appertaining to the theatre and to the
production of plays and musical shows.
6.1 In order to achieve its objectives, the society may engage in any
lawful activities and may:
6.1.1
Hold general meetings of members to debate and decide the affairs of
the society and the achievement of its objectives.
6.1.2 Plan, produce, promote and present either alone or jointly with
any other person or association dramatic works, plays, musical shows,
concerts, dinners, balls, and other entertainment.
6.1.3 Hold social meetings for members to enhance their enjoyment of
all aspects of recreational theatre.
6.1.4 Require a
joining fee, impose an annual subscription or make any other financial
levy on members.
6.1.5 Charge for admission to
functions and demand payment for services provided by the society and
may otherwise fundraise in any manner befitting the objectives of the
society.
6.1.6 Purchase, take on lease or in
exchange, or otherwise acquire any lands, building, easements, or any
real, fixed, personal, tangible or intangible property which may be
required for the purposes of or conveniently used in connection with
any of the objectives of the society.
6.1.7
Construct, improve, alter and maintain any buildings, land or other
real or fixed property necessary or convenient for the purposes of the
society.
6.1.8 Provide workshops, studios, halls,
rehearsal rooms and theatres and furnish and maintain them.
6.1.9 Purchase, hire, make or otherwise provide machinery, motor
vehicles, furniture, implements, tools, utensils, stage fittings and
fixed, personal or tangible properties of every description, books,
periodicals, stationery and any other tangible or intangible properties
required or which may be used conveniently in conjunction with any of
the objectives of the society.
6.1.10 Permit any
real, fixed, personal or other tangible property of the society to be
used by members or others either gratuitously or for payment.
6.1.11 Sell, convey, transfer, assign, grant easements in respect of,
mortgage, give in exchange, lease, let out on hire, or otherwise
dispose of any real, fixed, personal or other tangible property of the
society.
6.1.12 Invest and deal with the moneys of
the society not immediately required upon such securities and in such
manner as may from time to time be determined by the society.
6.1.13 Borrow or raise and give security for money in such manner as
the society shall think fit and in particular by the issue of bonds,
debentures, promissory notes, or other obligations or securities of the
society secured upon its assets or otherwise or by mortgage or charge
upon all or any part of the property of the society.
6.1.14 Hire and employ or dismiss staff and pay them and other persons
salaries, wages, fees, gratuities and pensions in return for services
rendered to the society.
6.1.15 Establish or promote,
or assist in establishing or promoting, any other association, society,
or club, the establishment or promotion of which may be beneficial to
achievement of the society's objectives.
6.1.16
Subscribe to or become a member of any other association, society, or
club whose objectives are similar to the objectives of the society.
7.1 Membership of the society shall be open to all persons who support
the objectives of the society and agree to abide by its rules. The
society shall have available the membership categories of Full, Life
and Honorary.
7.1.1 Full members
shall be eligible to exercise all the rights and privileges of
membership including participation in any of the society's activities
onstage, backstage, or in an administrative capacity.
7.1.2 A Life member may be any member who, on the recommendation of the
management committee, is elected a life member by a majority of the
members present at any general meeting and entitled to vote. Life
members may exercise all the rights and privileges of membership of the
society, but shall not be liable to pay any annual subscription or
other financial levy on members.
7.1.3 Honorary
members may be elected at any time and at the discretion of the
management committee for such periods as that committee may deem
expedient. Honorary members shall exercise all the rights and
privileges of membership except the right to vote at meetings but shall
not be liable to pay any joining fee, annual subscription or other
financial levy on members.
7.2 There shall be no classes of membership other than those specified in Clause 7.1.
7.3 Full membership may be accorded to any person who submits a written
application to the management committee along with any joining fee,
annual subscription or other financial levy on members currently in
effect and undertakes to abide by the rules of the society.
7.4 Any member may resign from the society by giving written notice to the management committee.
7.5 Any member who fails to pay any joining fee, annual subscription or
other membership levy on the due date shall be advised by the
management committee in writing that she/he is in arrears.
7.6 The management committee shall consider the status of any member
who is three months in arrears with any joining fee, annual
subscription or other membership levy and may resolve that her/his
membership be cancelled.
7.7 The management committee
may suspend for such period as it thinks fit, or expel, any member of
the society for any breach of its rules or for conduct contrary to the
objectives of the society, provided always that the committee has
previously afforded the member an opportunity of appearing before it
and being heard.
7.8 Cancellation of membership or
suspension or expulsion from the society shall be without prejudice to
the society's right to recover any moneys due and owing by any member.
8.1 Society members shall meet annually at such time and place as the
management committee shall determine but in every case on or before the
30th day of June of each calendar year. This meeting shall be called
the annual general meeting.
8.2 The annual general
meeting of the society shall elect officers, elect members to the
management committee, receive reports on the activities of the society
and approve a financial statement that complies with S23 of the Act and
may conduct any other business required by the society's rules.
8.3 Members may meet to conduct the business of the society on any
other occasion at such time and place as the management committee shall
determine, such a meeting to be known as an extraordinary general
meeting. An extraordinary general meeting may remove or replace
officers or members of the management committee as well as conduct any
other business required by the society's rules.
8.4 The
management committee shall convene an extraordinary general meeting to
be held within twenty-one days of receiving a written request to do so
signed by any ten Full or Life members.
8.5 At least
fourteen clear days' notice of an annual general meeting and at least
seven clear days' notice of an extraordinary general meeting shall be
served to the last known address of each member of the society who is
entitled to vote thereat. Such notice shall be in writing and shall
state the place, day, and time of the meeting and the general nature of
the business to be transacted. Where two or more members share an
address, it shall be sufficient for only one notice to be served on
that address. An address may be a street address, a postal address, an
e-mail address, a fax number or other point at which a member has
advised the society she/he may receive written communications.
8.6 Any notice sent by post shall be deemed to have been served on the
day after that on which it was posted in a properly addressed form with
delivery prepaid. Any notice sent electronically shall be deemed to
have been served at the end of the day on which it was sent.
8.7 Any notice served by the society upon any member may be included
with or as part of any newsletter or other communication sent to
members.
8.8 The quorum for an annual or extraordinary
general meeting shall be 15 members. Any general meeting at which there
shall not be a quorum shall stand adjourned to such date as shall be
determined by a majority of the members present.
9.1 Members in general meeting and the management committee may draw up
rules, regulations, standing orders or other instruments to assist in
the conduct of the society's affairs. Such rules, regulations, standing
orders or other instruments shall be called bylaws.
9.2 No bylaw shall be inimical to the society's constitution.
9.3 No bylaw shall have the effect of altering in any way the
charitable nature of the society as defined in the provisions of the
Income Tax Act 1973 and its amendments.
9.4 The requirements of bylaws shall be binding on members.
9.5 Any bylaw drawn up or amended by the management committee shall be
presented to the next annual general meeting for ratification. Any
bylaw or amendment not ratified shall lapse at the conclusion of the
annual general meeting.
10.1 The society may from time to time in general meeting alter, add to
or rescind its rules by a simple majority provided that notice of such
change is circulated to members of the society not less than seven
clear days prior to such meeting.
10.2 No change to the
constitution shall be permitted if it would have the effect of altering
in any way the charitable nature of the society as defined in the
provisions of the Income Tax Act 1973 and its amendments.
11.1 The officers of the society shall be a president, a vice
president, a secretary and a treasurer. Officers shall be Full or Life
members of the society. The society shall have no other officers.
11.1.1 The president shall be the society's formal head during her/his
term of office and responsible to the members for the impartial
supervision, management and control of the affairs of the society.
She/he shall sign any contract entered into by the society, as required
by the Act.
11.1.2 The vice president shall deputise
for the president in the president's absence and when requested by the
president or the management committee and when so deputising shall have
all the powers and responsibilities conferred on the president by the
society's rules.
11.1.3 The secretary shall be
responsible to the members for the administrative requirements of the
society, shall provide secretarial services to the society and its
management committee and shall ensure the society fulfils its legal
obligations and abides by its rules. The secretary shall be the
convenor of general meetings and management committee meetings. In the
absence of the secretary or in the event of the non performance of
her/his duties, the president shall convene meetings. The secretary
shall maintain a register of members as required by the Act.
11.1.4 The treasurer shall be responsible to the members for the
prudent management of the society's financial affairs. She/he shall
keep correct records showing the financial position of the society and
shall manage the society's bank accounts and investments and
liabilities as the management committee may from time to time direct.
She/he shall submit an audited statement of the financial affairs of
the society to the annual general meeting and ensure that a copy is
delivered to the registrar of incorporated societies as required by the
Act.
11.2 Any three of the officers
of the society shall sign any copy of any alteration to the society's
constitution as required by the Act.
11.3 Any one of
the officers of the society shall sign any statutory declaration as
required by the Act.
12.1 The management committee shall consist of the officers of the
society and eight persons elected from among the Full or Life members
of the society.
12.2 The management committee shall be
responsible to the members for the effective management of the society
in the attainment of its objectives.
12.3 The
management committee may exercise all the powers of the society which
are not required to be exercised by the society in general meeting, or
as otherwise provided for in the society's rules.
13.1 The president shall chair all general meetings of the society. In
the president's absence, the vice president shall chair all general
meetings. In the absence of both the president and the vice president,
members present at the meeting shall choose one of their number to
chair the meeting.
13.2 At every general meeting, every
Full member and Life member shall have one vote, and in the event of an
equality of votes the chair shall have a casting vote in addition to a
deliberative vote.
13.3 No member who is in arrears
with any joining fee, annual subscription or any other financial levy
on members shall be entitled to vote.
13.4 A member
entitled to vote at any general meeting shall be entitled to appoint in
writing, given to the secretary or president before the starting time
of such meeting, a proxy who shall not necessarily be a member of the
society who may attend, speak and vote on the member's behalf.
13.5 Every question submitted to a general meeting shall be decided in
the first instance on the voices, and a declaration by the chair that a
motion has been carried or lost. Any member entitled to vote or her/his
proxy may reject the chair's declaration and demand a show of hands.
Additionally, the chair may decline to declare a motion's fate on the
voices and instead call for a show of hands. In either case the chair
shall take a show of hands and shall declare the motion to have been
carried or lost in accordance with the votes recorded. Any member
present and entitled to vote or her/his proxy may reject the chair's
declaration and demand a secret ballot, in which case two scrutineers
shall be elected from among those present, such scrutineers losing
voting powers for the one vote concerned. The chair shall declare the
motion to have been carried or lost in accordance with the votes
recorded by the scrutineers. A record in the society's minutes shall be
conclusive evidence of a motion's fate.
14.1 The president shall chair all management committee meetings. In
the president's absence, the vice president shall chair management
committee meetings. In the absence of both the president and the vice
president, members present at a meeting shall choose one of their
number to chair the meeting.
14.2 The quorum for a
management committee meeting shall be five. Any management committee
meeting at which there shall not be a quorum shall stand adjourned to
such date as shall be determined by a majority of the members present.
14.3 Every question submitted to a management committee meeting shall
be decided in a similar way to that applying to general meetings as
detailed in Clause 13.5, except that questions that do not involve
expenditure or the justification of executive action may be decided by
consensus.
14.4 The management committee shall
expeditiously consider all applications for membership and may accept
or reject any application at its discretion. It shall decide the
category of membership of successful applicants. It shall cause the
secretary to give notice to each applicant of the fate of her/his
application and in the event of acceptance shall make available to the
applicant a copy of the society's rules.
14.5 The
management committee may limit the number of persons admitted to
membership and vary such limit from time to time.
14.6
The management committee may co-opt members to serve on the management
committee until the next annual general meeting or for such shorter
period as it may consider necessary.
14.7 The
management committee may delegate all or any of its powers or duties to
subcommittees, working parties, task forces, other groups or
individuals who shall be such member(s) of the management committee or
of the society as may be thought fit to act in such capacity until the
next annual general meeting or for such shorter period as it may
consider necessary.
14.8 The management committee shall
set the policy and budgetary parameters and any other guidelines it may
deem advisable within which all subcommittees, working parties, task
forces, or other groups or individuals shall operate in the discharge
of any delegated powers or duties.
14.9 The management
committee may co-opt non members of the society to serve on a
subcommittee, working party, task force, or other group until the next
annual general meeting or for such shorter period as it may consider
necessary.
14.10 The management committee shall engage
or appoint a suitably qualified person to audit the society's financial
records before they are submitted to an annual or extraordinary general
meeting. The auditor shall not be and shall not become a member of the
management committee.
14.11 The management committee
may engage or appoint other qualified persons, including lawyers and
accountants, on a contractual basis to assist in the management of the
society's affairs.
14.12 The management committee may employ and dismiss staff.
14.13 The management committee shall cause to be carried out all contracts entered into by the society.
14.14 The management committee may negotiate the purchase, lease, or
other acquisition by the society of any land, buildings or other real
property and shall submit the terms negotiated to a general meeting of
members for approval. The terms shall not be binding upon the society
without the approval of a general meeting.
14.15 The
management committee may negotiate to borrow money or raise or secure
the payment of money by mortgages or by the issue of debentures charged
upon all or any of the society's real property (both present and
future) and to purchase, redeem, or pay off any such securities and
shall submit the terms negotiated to a general meeting of members for
approval. The terms shall not be binding upon the society without the
approval of a general meeting.
14.16 The management
committee may negotiate the sale, lease, or other disposal by the
society of any land, buildings or other real property and shall submit
the terms negotiated to a general meeting of members for approval. The
terms shall not be binding upon the society without the approval of a
general meeting.
14.17 The management committee may
purchase, lease, take in exchange, or otherwise acquire fixed, personal
or other tangible or intangible property of any kind whatsoever and
sell, lease, let out on hire, or otherwise dispose of any fixed,
personal or other tangible or intangible property of the society upon
such terms and conditions as it shall judge expedient.
15.1 The officers and members of the management committee shall be
elected by the majority of the members of the society or their proxies
present at the annual general meeting and entitled to vote. Officers
and committee members shall hold office until the conclusion of the
annual general meeting following their election, when they shall
retire.
15.2 Officers and members of the management
committee who are retiring shall be eligible for re-election.
15.3 Candidates for officer and committee member shall be nominated by
one Full or Life member of the society, and seconded by one other Full
or Life member of the society. Nominations shall be in writing.
Nominations shall be signed by the candidate, the proposer and the
seconder and shall be placed in the hands of the secretary prior to the
commencement of the meeting at which such offices are to be filled.
15.4 In the event of an insufficient number of nominations being
received in writing prior to the meeting, the meeting may accept
nominations from the floor.
15.5 In all cases the
candidate, the proposer and the seconder shall have been members of the
society for a period of at least the previous three months and shall
not be in arrears with any joining fee, annual subscription or any
other financial levy on members.
15.6 If the office of
any retiring officer or member of the management committee shall not be
filled by an annual general meeting, the meeting shall remit the
filling of the vacancy either to an extraordinary general meeting or to
the incoming management committee for resolution.
15.7
Officers and members of the management committee shall vacate their
office if they cease to be members of the society or give notice in
writing to the committee of their resignation from office or absent
themselves from three consecutive committee meetings without leave.
15.8 In the event of a vacancy occurring among the officers during a
management committee's term of office, the committee shall fill such
vacancy from its own members or by co-option from among the membership
of the society for the unexpired term.
15.9 In the
event of a vacancy occurring on a management committee during its term
of office, the committee may fill such vacancy by co-option from among
the membership for the unexpired term.
16.1 An annual general meeting may impose an entrance fee to be paid by
new members joining the society.
16.2 An annual general
meeting shall set the amount of annual subscription to be paid by each
member. Annual subscriptions shall become due and payable on the first
day of the financial year. Any change in the amount of the annual
subscription shall not be enforced retrospectively on members. The
annual subscription shall be valid for one financial year.
16.3 Annual subscriptions shall not be discounted except that:
16.3.1 Where two or more members are living together as a family at one
address an annual general meeting may strike one subscription to cover
all of them when such subscription is less than the sum of the
subscriptions that would otherwise be collected.
16.3.2 An annual general meeting may strike a subscription below the
level of that for a Full member which may apply to Full members who are
under the age of 18 years at due date.
16.3.3 An
annual general meeting may strike a subscription below the level of
that for a Full member which may apply to Full members who are full
time students at a tertiary education establishment at due date.
16.4 Any subscription struck in accordance with clause 16.3.1 may be
referred to as a Family subscription. Any subscription struck in
accordance with clause 16.3.2 or clause 16.3.3 may be referred to as a
Student subscription.
16.5 Any general meeting may
impose any other financial levy on members in order to further the
attainment of the society's objectives.
16.6 Members
shall be levied no membership fee, subscription or other membership
levy without the approval of a general meeting.
17.1 The treasurer shall ensure that all moneys due to the society
shall be credited to an account at a bank within New Zealand as the
management committee may from time to time direct. The treasurer shall
satisfy the management committee that any method of crediting the
society's bank accounts, whether by cash, cheque, electronic funds
transfer or otherwise, creates a robust audit trail.
17.2 All accounts received for payment that have been properly budgeted
for or otherwise approved by the management committee shall be paid
from the society's bank account on the signature of the treasurer and
one other person who shall be a member of the management committee. Any
device or system used to authorise the secure transfer of funds
electronically shall be deemed to be a signature. The treasurer shall
satisfy the management committee that any method of debiting the
society's bank accounts, whether by cash, cheque, electronic funds
transfer or otherwise, creates a robust audit trail.
17.3 The treasurer shall so manage the financial affairs of the society
that she/he is able to give timely advice to the management committee
on changes or other events that have a potential to affect the
society's income, expenditure, cash flow, investments or liabilities.
17.4 Surplus funds of the society may from time to time be invested in
such a manner and upon such securities as the management committee may
approve. All investments shall be made in the name of the society.
18.1 The Society shall have a Common Seal which shall be retained in
the custody of the secretary. Every instrument to which the Common Seal
is affixed shall be signed by the president, secretary and one other
member. The Common Seal shall be affixed only in accordance with a
resolution of a general meeting.
19.1 The society shall be wound up in accordance with the provisions of
the Act if a majority of members or their proxies present at a general
meeting called to consider the question of disbanding the society
resolve to wind it up.
19.2 Members or their proxies
present at a general meeting called to consider the question of
disbanding the society may resolve the disposal of any assets of the
society that may remain after the society has been wound up.
19.3 A liquidator appointed under the terms of the Act to wind up the
society shall distribute all remaining assets of the society in
accordance with any resolution passed by members or their proxies
present at a general meeting called to consider the question of
disbanding the society. If no such resolution exists, the liquidator
shall distribute all remaining assets of the society to one or more of
the incorporated societies that are members of the Wellington District
Theatre Federation Incorporated or its successor and that have a
charitable nature as defined in the provisions of the Income Tax Act
1973 and its amendments.
Last update: 17 April 2002
Approved by committee: 17 April 2002
Approved by Annual General Meeting: 1 May 2002
Registered by Registrar of Incorporated Societies: 15 October 2002
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