Constitution

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CONSTITUTION

FOR

THEATRE KNIGHTS

This constitution was adopted by the membership in a General Meeting on the 17th day of June 2006

1 NAME

The name of the Association is THEATRE KNIGHTS hereinafter called "the Association".

2 ADMINISTRATION

Subject to the matters set out below the Association and its property shall be administered and managed in accordance with this constitution by the members of the Management Committee, constituted by clause 5 of this constitution ("the Committee").

3 OBJECTS

3.1 The Association is established to advance education and to promote the performing arts in Belfast and its environs of Northern Ireland (hereinafter called the “area of benefit”) and in particular to

3.1.1 Promote and develop the performing and visual arts for the benefit of the public in the area of benefit;

3.1.2 Provide and manage facilities for the education and training of people aged 16 and upwards in Belfast in the creative arts

3.1.3 Encourage appreciation for and participation in Performing and visual arts activities among people in the area of benefit;

3.1.4 Encourage and stimulate the artistic creativity of young people in the area of benefit by the provision of artistic performances, training, support and facilities for artistic expression.

3.1.5 Present, promote, organize, manage and produce plays of cultural and educational value, including performances, dramas, comedies, operas, operettas, burlesques, films, broadcasts, television shows, concerts, musical pieces, puppet shows, ballets, entertainments and exhibitions.

3.2 POWERS

In furtherance of the above aims but not further or otherwise the Group may:

3.2.1 Provide or secure the provision of educational and recreational facilities for people in the area of benefit;

3.2.2 Establish, maintain and equip premises and facilities in the area of benefit;

3.2.3 Purchase, acquire and obtain interests in the copyright of or the right to perform or show any opera, scene, play, mime, comedy, drama, radio script, film, film script or scenario, television script or scenario, stage-piece or musical composition;

3.2.4 Provide or secure the provision of advice, training and information and refer those in need of professional assistance to the relevant agencies;

3.2.5 Provide or assist in providing classes, workshops, training, seminars, performances, lectures, discussions, exhibitions, outings and events;

3.2.6 Procure to be written and printed, published, issued, distributed and circulated reports, or periodicals, books, pamphlets, leaflets or other documents or information;

3.2.7 Recruit, train and employ volunteers with relevant skills, for the furtherance of the above aims;

3.2.8 Promote and carry out or assist in promoting and carrying out research, surveys and investigations into the needs & experiences of the people in the area of benefit, provided the useful results are published;

3.2.9 Co-operate to such extent as may be necessary with statutory authorities and voluntary organizations engaged in the furtherance of the above objects or any of them;

3.2.10 Raise and accept money by way of grants, donations, bequests, legacies or other lawful method and give, donate or disburse grants and loans to such related organizations or projects as are by law deemed charitable PROVIDED that in the exercise thereof the Group shall not engage in any form of permanent non primary-purpose trading;

3.2.11 Subject to such consents as may be required by law to sell, let mortgage, dispose or turn to account all or any of the property or assets of the Group which shall be deemed necessary for the furtherance of the Group;

3.2.12 Employ and pay any person or persons to supervise, organize and carry on the work of the Group and make all reasonable and necessary provision for the payment of remuneration to employees;

3.2.13 All such other lawful things as are necessary for the attainment of the said objects.

4 MEMBERSHIP

4.1 Membership of the Association shall be open to the following, irrespective of gender, disability, nationality, ethnic identity, religion or political opinion:

4.1.1 People aged eighteen years or over within the area of benefit who subscribe to the objects of the Association and whose contribution, involvement by example and dedication shall be called Individual Members and shall be entitled to vote at meetings of the Association, and to nominate and be nominated for election to serve as members of the management committee;

4.1.2 Well-wishers anywhere or persons who, in the opinion of the Committee, have special knowledge or experience to offer to the Association; such members shall be called Associate Members and shall not have the right to vote at meetings of the Association;

4.2 The Committee shall have the right for good and sufficient reason to terminate the membership of any member provided that the member concerned shall have the right to be heard by the Association before a decision is made.

5 MANAGEMENT COMMITTEE

5.1 The Committee shall meet not less than 4 times a year and shall consist of not less than 5 members of the Association aged eighteen years or over, elected at an Annual General Meeting.

5.2 Nominations from full members of the Association for members of the Committee must be, by any means necessary, to inform the Secretary of the Association at least 7 days before the Annual General Meeting hereinafter mentioned or those wishing to stand for office must make their interest known at the AGM provided that the committee agrees to allow that person to speak.

5.3 Should the number of nominations exceed the number of vacancies, election shall be by secret ballot of the members of the Association present and voting at an Annual General Meeting.

5.4 Should the number of nominations be less than the number of vacancies, further oral nominations may with the approval of the Annual General Meeting be invited from members present and voting at the said Annual General Meeting.

5.5 The Committee elected at an Annual General Meeting shall have the power to co-opt further members, who shall be Individual Members or Associate Members and who shall serve until the conclusion of the next following AGM PROVIDED THAT the number of co-opted members shall not exceed one-third of the total membership of the Committee. Co-opted members shall have the right to vote.

5.6 The Co-ordinator, Secretary and Treasurer, who shall be the Officers of the Association, shall be full Individual Members of the Association, and shall be elected annually by and from the members of the Committee at their first meeting following the Annual General Meeting. These offices shall not be held by any one person for more than three consecutive years.

5.7 Any member of the Committee who fails to attend consecutive Committee meetings without reasonable excuse shall lose her/his place on the Committee which may be filled by co-option in accordance with Clause 5.5 above.

5.8 The Trustees (if appointed to hold property in trust on behalf of the Association) shall be notified of and shall be entitled to attend all meetings of the Committee but without the power to vote.

6 FUNCTIONS OF THE COMMITTEE

6.1 The Committee may make such regulations or procedural rules as they consider appropriate for the efficient conduct of the business of the Committee and the Association PROVIDED that such regulations or rules shall not be inconsistent with this constitution and shall be subject to amendment by the members in Annual General Meetings.

6.2 The Committee may appoint such staff as they consider necessary on such terms and conditions as they may determine.

6.3 The Committee may appoint such sub-committees, advisory groups or working parties of their own members and other persons as they may from time to time decide necessary for the carrying out of their work, and may determine their terms of reference, duration and composition. All such sub- committees shall make regular reports on their work to the Committee.

6.4 The proceedings of the Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-options or qualification of any member.

7 CHAIRING MEETING

All meetings of the Association or of the Committee or of any of its subcommittees shall be presided over by its Chairperson failing whom its Vice-Chairperson, if one has been appointed. If neither the Chairperson nor Vice-Chairperson are present, those present may elect one of their number to take the Chair. The Chairperson of any meeting shall have a second or casting vote

8 FINANCE

8.1 All moneys raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose PROVIDED THAT nothing herein contained shall prevent the payment of legitimate out-of-pocket expenses to members of the Association engaged upon the approved business of the Association.

8.1.1 All out of pocket expenses must be validated by the production of relevant receipts for the approved business of the Association carried out by the appointed person or persons.

8.2 The Treasurer shall keep proper accounts of the finances of the Association.

8.3 The financial year of the Association shall run from l April to 3l March.

8.4 A statement of accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting.

8.5 A bank account shall in due course be opened in the name of the Association with such a bank as the Committee shall from time to time decide. The Committee shall authorize in writing the Treasurer of the Committee to sign cheques on behalf of the Association.

9 TRUST PROPERTY

The Association may appoint and may terminate the appointment of not less than 3 people to act as Trustees for the purpose of holding any moneys or property belonging to the Association. The title to all or any such real and/or personal property which may be required by or for the purposes of the Association shall be vested in the Trustees who shall hold such property in trust for the Association. The Trustees shall act under the lawful instructions of the Committee who shall, subject to the approval and consent of the Association as determined by a General Meeting, have power to fill vacancies among the Trustees.

10 ANNUAL GENERAL MEETING

10.1 The Annual General Meeting of the Association shall be held not later than the 17th day of June 2007 and in each year thereafter an Annual General Meeting of the Association shall be held at such place and time (not being more than l5 months after the holding of the preceding Annual General Meeting) as the Committee shall determine.

10.2 At such Annual General Meeting the business shall include the following:

10.2.1 The election of members to serve on the Committee;

10.2.2 The consideration of an Annual Report of the work done by or under the auspices of the Committee;

10.2.3 The consideration of the accounts;

10.2.4 The transaction of such other matters as may from time to time be considered necessary.

11 SPECIAL GENERAL MEETINGS

The Committee may at any time at its discretion call a Special General Meeting of the Association for the purpose of altering the constitution in accordance with Clause 13 hereof or of considering any matter which may be referred to them by the Committee or for any other purpose.

12 RULES OF PROCEDURE AT ALL MEETINGS

Voting

12.1 Subject to the provisions of Clause 13 hereof all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. [In case of an equality of votes the Chairperson shall have a second or casting vote.]

Minutes

12.2 Minute books shall be kept by the Committee and all other subcommittees and the appropriate Secretary shall enter therein a record of all proceedings and resolutions.

Quorum

12.3 The quorum at General Meetings of the Association shall be 5 and at meetings of the Committee shall be 5 or such other number as the Committee may from time to time determine.

Standing Orders

12.4 The Committee shall have power to adopt and issue Standing Orders and/or Rules for the Association. Such Standing Orders and/or Rules shall come into operation immediately PROVIDED ALWAYS THAT they shall be subject to review by the Association in General Meeting and shall not be inconsistent with this constitution.

13 ALTERATIONS TO THE CONSTITUTION

13.1 Any alterations to this Constitution shall receive the assent of not less than two-thirds of the members of the Association present and voting at the Annual General Meeting or a meeting specially called for the purpose PROVIDED THAT notice of any such alteration shall have been received by the Honorary Secretary in writing not less than 21 clear days before the meeting at which the alteration is to be brought forward.

13.2 At least 14 clear days notice in writing of the meeting setting forth the terms of the alteration to be proposed shall be sent by the Honorary Secretary to each member of the Association PROVIDED FURTHER THAT no alteration shall be made which would cause the Association to cease to be a charity at law.

14 DISSOLUTION

14.1 If the Committee by a simple majority decide at any time that on the grounds of expense or otherwise it is necessary or advisable to dissolve the Association they shall call a meeting of all members of the Association who have the power to vote of which meeting not less than 21 days notice (stating the terms of the Resolution to be proposed thereat) shall be given.

14.2 If such decision shall be confirmed by a simple majority of those present and voting at such meeting the Committee shall have power to dispose of any assets held by or in the name of the Association.

14.3 Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Association as the Committee may decide.

15 INDEMNITY

The Association shall indemnify and keep indemnified every officer, member, volunteer and employee of the Association from and against all claims, demands, actions and proceedings (and all costs and expenses in connection therewith or arising there from) made or brought against the Association in connection with its activities, the actions of its officers, members, volunteers or employees, or in connection with its property and equipment but this indemnity shall NOT extend to liabilities arising from willful and individual fraud, wrongdoing or wrongful omission on the part of the officer, member, volunteer or employee sought to be made liable. The Treasurer shall affect a policy of insurance in respect of this indemnity.

16 INSURANCE

Although the Association shall endeavour to indemnify its members in the course of its actions, it must be made clear, by any means necessary, to all members, officers, volunteers or employees that they will undertake these actions at their own volition and at their own risk. Therefore they agree to absolve the Association from all liability and responsibility to any injuries accidents or deaths that may occur whilst carrying out their duties. Such an agreement may be made verbally (or if necessary in the form of a written contract that must be signed by the volunteer, the co-ordinator, the treasurer and the secretary of the Association)

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