Constitution of the Independent Theatre Association (W.A.) Inc.

1. NAME.

The name of the Association is “INDEPENDENT THEATRE ASSOCIATION (W.A.) INC.”

2. OBJECTS.

The objects for which the Association is established are:

2.1. To promote cooperation and better communication between all persons or groups of persons engaged in the pursuit of theatre and theatrical arts.

2.2. To foster and encourage interest in all aspects of the theatre and the theatrical arts.

2.3. To establish and keep up to date a register of scripts, stage and personal properties, special effects, technical equipment, wardrobe, lighting equipment and all and any other tangible assets and things that are owned by, or in the possession of, members of the Association and which such members may be prepared to lend or hire out.

2.4. To print and publish a newsletter disseminating news and advertising forthcoming events and information about the activities of the members of the Association or such other individuals or groups of individuals or events as might be of interest to members of the Association.

2.5. To promote group workshops, drama festivals, cooperative theatrical productions, fund raising ventures and inter club activities of all kinds relating to the theatre and the theatrical arts.

2.6. To promote mutual patronage of and support for the theatrical productions of members.

2.7. To utilise the income of the Association, wherever derived, in support of the objects of the Association and not for the purpose of making profit divisible among the members or any of them.

3. POWERS.

3.1. To carry on any activities that may seem to the Association capable of being conveniently carried on in connection with its objects or calculated directly or indirectly to enhance the value or render profitable any of the Association’s property or rights.

3.2. To acquire by way of purchase, lease, hire, exchange, loan or otherwise: any real or personal property, plant, or stock, which the Association may believe necessary for the purpose of its objects.

3.3. To invest and deal with the money or property of the Association, not immediately required, in such a manner as from time to time may be thought fit by the Committee of Management. Provided that in so doing no member shall derive monetary gain.

3.4. To sell or dispose of the property of the Association, or any part thereof, for such consideration as the Committee of management may think fit.

3.5. To adopt such means of making known and advertising the activities of the Association as shall seem expedient.

3.6. To appoint, employ, remove or suspend, as evidenced in writing, such staff and/or other persons as the Committee of management may think fit. In the case of such removal or suspension the person concerned shall have the right of appeal to a General Meeting of the Association.

3.7. To take or hold mortgages, liens and charges to secure payment of the purchase price, or unpaid balance of the purchase price, on any part of the Association’s property, of whatsoever kind, held by the Association; or for any money due to the Association from purchasers and others.

3.8. To have and exercise all powers conferred upon an Association incorporated under the Associations Incorporation Act 1895 and Amendments and re-enactment thereof for the time being in force in Western Australia as being intended that the provisions of this Constitution shall be constructed as in amplification of the said Statutory Powers now and hereafter conferred upon such Associations and not in substitution thereof.

4. INCOME & PROPERTY.

The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in this constitution and no member shall be permitted either directly or indirectly to secure any pecuniary profit by way of bonus, dividend or otherwise. Provided that nothing shall prevent the payment, in good faith, of reasonable remuneration to any person servant or member of the Association in return for services actually rendered to the Association, or for the repayment of out of pocket expenses, incurred whilst engaged in activities for and an behalf of the Association and as approved by the Committee of Management.

5. MEMBERSHIP.

5.1. Group Members.

Membership is open to any accredited theatre arts group, whether incorporated or not, who have completed the required application, or renewal, form for that year, paid the prescribed fees and agrees to abide by this constitution. These groups shall nominate, in writing, two voting delegates for all General Meetings. Group Members are entitled to two votes at all General, Special General and Annual General Meetings.

5.2. Associate Members.

Membership is open to any person, who wishes to participate as an individual in the affairs of the Association and any accredited theatre arts group outside the Perth Metropolitan area who has completed the required application/renewal form for that year, paid the prescribed fees and agrees to abide by this constitution. Associate Members are entitled to one vote at all General Meetings.

5.3. The Committee of Management have the right to refuse membership or to suspend members for any reason. In such cases the reason for such a refusal or suspension shall be given in writing. The said applicant or member shall then have the right of appeal to a General Meeting.

5.4. Honorary Life Members.

This Honour may be awarded to any long serving member, or group delegate, as recommended by the Committee of Management and then approved by resolution of the Association at a General Meeting. Such members are not required to pay membership fees but may exercise their one vote at any General Meeting.

5.5. Any member may resign from membership of the Association at any time by giving notice in writing to the secretary.

5.6. Any member shall cease to be a member of the Association in the event of that member deliberately deriving any monetary or financial gain from being a member of the Association in contravention to this constitution.

5.7. A member, who fails to renew a subscription within three months (90 days) after the date fixed for the payment of annual fees, shall be deemed to have allowed their membership to have lapsed.

6. ENTRANCE FEES – SUBSCRIPTIONS – FINANCIAL YEAR.

6.1. The Association in General Meeting may, from time to time, prescribe enrolment fees and annual subscription fees for members and classes of members of the Association and shall fix the amount of such fees.

6.2. Fees for existing members shall be due by the 30th June each year, after which time membership shall be deemed to have lapsed.

6.3. The financial year of the Association shall be a calendar year.

6.4. The Hon. Auditor shall certify, at least one week before the Annual General meeting, that the annual accounts are in accordance with the books and records of the Association.

6.5. The Committee of Management shall have the power to appoint an Auditor to fill any casual vacancy of the Auditor that may arise.

7. ANNUAL GENERAL MEETINGS – SPECIAL GENERAL MEETINGS.

7.1. An Annual General Meeting shall be held within three months of the end of the Financial Year. All members shall be notified in writing at least 21 days before, of the date, time and place of the meeting. A member shall be deemed to have been notified by the forwarding of a notice by post to the member’s last known address.

7.2. A quorum for an Annual or Special General Meeting shall be 15 members present.

7.3. The President shall preside at all General meetings and if absent the Vice President. In their absence the Committee shall appoint a Chairman.

7.4. The outgoing Committee shall be deemed to hold office until the conclusion of the Annual General meeting.

7.5. The business of the Annual General Meeting shall include:

7.5.1. Minutes of the last Annual General Meeting and all Special General meetings held since the last Annual General Meeting.

7.5.2. A Financial Report and the Accounts for the past financial year and the Auditor’s report.

7.5.3. Report on the work of the Management Committee.

7.5.4. Election of the Management Committee (in accordance with section 8).

7.5.5. Appointments for the ensuing year of Hon. Auditor and Returning Officer, who shall not be members of the Committee.

7.6. Any member unfinancial at the commencement of the meeting shall not be entitled to vote or stand for election.

7.7. Special General Meetings of the Association may be held at such time or times as the Committee may decide, or at the request, in writing, of five financial members of the Association stating the purpose thereof. Such a meeting shall be convened within 21-30 days of that request. The President shall preside at Special General Meetings of the Association.

7.8. Notice of Special General Meetings of the Association shall be given to members of the Association at least fifteen days before the meeting except as herein otherwise provided.

7.9. Notice of all General Meetings (Annual or otherwise) shall contain reasonable reference to the nature of any special business to be transacted thereat.

7.10. The Chairman at any meeting shall have both a casting and deliberative vote.

7.11. Non-Metropolitan members eligible to vote may exercise a proxy vote by submitting, in writing to the Hon. Secretary, the name of the proxy member entitled to vote on their behalf who must also be eligible to vote.

7.12. No new member may vote at any General Meeting unless the member has been a financial member of the Association for at least ninety (90) days prior to the date of any such Special, General or Annual General Meeting.

8. OFFICE BEARERS OF THE COMMITTEE OF MANAGEMENT.

8.1. The Committee of Management of the affairs of the Association shall consist of a President, Vice President, Hon. Secretary, Hon. Treasurer and no less than three nor more than seven committee members, with a power for the Committee to co-opt up to three additional members.

8.2 The Committee positions shall be elected at the Annual General Meeting.

8.2.1 The positions of President, Vice President, Hon. Secretary and Hon. Treasurer shall be elected for a term of two (2) years.

8.2.2 The positions of Ordinary Committee members shall be elected for a term of one (1) year.

8.2.3 If any member of the Committee resigns or otherwise vacates their position, elections for a replacement shall take place at the next Annual General Meeting, regardless of the remaining length of their elected term.

8.2.4 The committee may, at their discretion, decide to extend any committee member’s term by one (1) extra year, in order to ensure that not all committee member positions are up for election at any AGM.

8.3. The returning officer shall take the chair during the election of the Management Committee.

8.4. The members of the Association at the Annual General Meeting may appoint up to two scrutineers to assist the returning officer.

8.5. A Newsletter Editor shall be appointed at the Annual General Meeting who may be a member of the Committee of Management or a member co-opted to the Committee of Management.

9. COMMITTEE OF MANAGEMENT.

9.1. The management of the affairs of the Association shall be vested in the elected Committee of Management.

9.2. The Committee shall meet at such times as it determines and not less frequently than once every second calendar month.

9.3. Special meetings shall be called at the request of three committee members and shall be held within fourteen days.

9.4. The quorum for committee meetings shall be five members or one third of the committee whichever is the greater.

9.5. The President shall preside at all meetings of the committee and if absent the Vice President. In their absence the committee shall elect a chairman. The chairman shall have both a casting and a deliberative vote.

9.6. No member holding dual office may have more than one vote.

9.7. All actions of the committee are valid and binding unless and until the same is revoked or disapproved by the Committee or the Association at a Special General Meeting.

9.8. Any member of the Committee of Management missing three consecutive committee meeting, without reasonable justification, shall, at the discretion of the Committee of Management, be deemed to have forfeited their seat on the committee.

9.9. Any salaried officer, of the Association, serving in an ex-officio capacity shall not have the power to vote. All voting members of the Committee of Management shall serve in an honorary capacity.

9.10. Any member of the Committee of Management shall not vote, or take part in any deliberation, in respect of any contract, or proposed contract, in which that member has a monetary interest, and shall declare the nature of their involvement, and then absent themselves from that part of the meeting.

9.11 In the event that a committee member resigns or otherwise vacates their position, the committee may co—opt a replacement to carry out their duties until the next Annual General Meeting. In the event that the President resigns or otherwise vacates their position, the Committee may decide to promote the Vice President to fill that role, and co-opt a replacement to fill the role of Vice President, until the next Annual General Meeting.

10. DUTIES OF OFFICERS.

10.1. President

10.1.1. To chair all meetings unless absent therefrom, or ineligible to do so.

10.1.2. To ensure that all business is attended to and to ensure that the duties of the other officers and members of the Committee of Management are properly performed.

10.2. Vice President

10.2.1. To chair the meetings in the absence of the president unless ineligible to do so.

10.2.2. To assist the president.

10.3. Hon. Secretary

10.3.1. To see that full and accurate minutes of all committee of management and general meetings are kept in a minute book; and to present such minutes at the following meeting to be signed by the chairperson.

10.3.2. To give notice to members of all meetings as per this constitution.

10.3.3. To send to members with their notice of the Annual General Meeting:

10.3.4. Notice of their renewal of Annual Subscriptions.

10.3.5. Accreditation forms for Group Member delegations.

10.3.6. To conduct the correspondence of the Association as requested by the Committee of Management.

10.3.7. To be responsible for ensuring that a register of names and addresses of members of the Association; and those eligible to vote be kept. To give copies of the register to the President when requested.

10.3.8. To produce a list of all members eligible to vote at all General Meetings.

10.4. Hon. Treasurer

10.4.1. To keep proper records of all financial members and all monies received and expended.

10.4.2. To see that all monies due to the Association are paid to the credit of the Association with its Financial Institution.

10.4.3. To allow any financial member to inspect all the books of account when requested in writing.

10.4.4. To ensure that all cheques are signed by members as authorised by the Committee of Management. These two signatories shall in no way be recipients of such monies.

10.4.5. To ensure that all the books of account are audited annually by an Auditor appointed by the members at an Annual General Meeting.

11. SUB COMMITTEES & APPOINTMENTS.

11.1. Sub Committees may be appointed by a General Meeting or by the Committee of Management for specific periods and specific purpose. Their terms of reference shall be set out, and they shall be responsible to whoever appointed them.

11.2. All monetary decisions made by a sub-committee must be approved by the Committee of Management.

11.3. The President shall be an ex-officio member of all sub-committees.

11.4. The Committee of Management, at its discretion, may delegate its authority, in writing, to any person or persons for any specific purpose. Those so appointed are directly responsible to the Committee of Management through the President.

12. INDEMNITY.

12.1. Every member, officer or servant of the Association shall be indemnified against any expenses and costs, which may be incurred by that member, officer or servant in the discharge of such duties as have been authorised at any meeting of the Association. It shall be the duty of the Committee of management to pay such properly authorised expenses out of the funds of the Association.

13. BY-LAWS.

13.1. The Committee of Management shall have the power to make By-Laws for regulating the conduct and affairs of the Association.

13.2. Such By-Laws shall be recorded in a By-Law book and shall be available to members at all meetings.

14. COMMON SEAL.

14.1. The Common Seal of the Association shall be in the custody of the Hon: Secretary, for the time being. It shall be affixed to any document or instrument, with the authority of the Association at a General Meeting. Every such document or instrument, to which the Common Seal is affixed shall be attested by two members of, and as nominated by, the Committee of Management. The use of the common seal shall be recorded in the minutes of the Association.

15. ALTERATIONS TO THE CONSTITUTION.

15.1. This constitution may be altered, amended, enlarged or repealed by resolution passed by a two thirds majority of the financial members present at a Special General Meeting of the Association, of which due notice has been given and the amendments specified in writing.

15.2. All members shall be supplied with a copy of the constitution on request.

16. DISSOLUTION.

16.1. The association may be wound up voluntarily if the association so resolves by resolution of not less than three fourths of the members voting in person, or by proxy at a meeting of members duly convened and held in accordance with these Rules.

16.2. If upon the dissolution or winding up of the Association there remains, after the satisfaction of all of its debts and liabilities, any property whatsoever, the same shall not be paid to, transferred or distributed amongst the members of the Association. It shall be given to some other association, institution or body having objects similar wholly or in part to the objects of the association, provided that the association. Institution or body shall prohibit the distribution of its income and property amongst its members; or it shall be paid to or transferred to some charitable object, which association, institution, body or object shall be determined by the members of the association at or before the time of dissolution or winding up. In default of any such resolutions such payment, transfer or distribution shall be determined by a Judge of the District Court.