Constitution of the Independent Theatre Association (W.A.) Inc
Adopted 10 March 2024; effective as of 16 October 2024
1. THE NAME OF THE ASSOCIATION
“INDEPENDENT THEATRE ASSOCIATION (W.A.) INC.”
2. OBJECTS OF THE ASSOCIATION
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 the theatrical arts.
2.2. To foster and encourage interest in all aspects of the theatre and the theatrical arts.
2.3. To encourage and facilitate sharing of resources amongst members of the Association.
2.4. To maintain and update the official website of the Association, incorporating pertinent information such as news, advertisements for upcoming events, and details regarding the undertakings of Association members, as well as any other relevant individuals, groups, or events that hold significance for the Association's membership.
2.5. To promote group workshops, drama festivals, co-operative theatrical productions, fundraising ventures, awards programs, 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.
3. POWERS
The powers of the Association are:
3.1. To carry on any activities in connection with the Association’s objects to directly or indirectly 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 doing so, 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 2015 (as amended) and re-enactments 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 AND PROPERTY
The income and property of the Association shall:
4.1. be applied solely towards the promotion of the objects or purposes of the association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to any member of the association, except in good faith in the promotion of those objects or purposes.
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 on behalf of the Association and as approved by the Committee of Management.
5. MEMBERSHIP
5.1. The Membership of the Association is defined as being:
5.1.1. Group Membership
Group Membership is open to any theatre arts group, whether incorporated or not, who have completed the required application form for that year, paid the prescribed fees as determined by the Committee of Management, and agrees to abide by this constitution.
Group Members shall nominate, at their discretion and in writing to the Secretary of the Association, two voting delegates for all General Meetings. Delegates of Group Members are entitled to one vote at all General, Special General and Annual General Meetings.
5.1.2. Individual Membership
Individual Membership is open to any person who wishes to participate as an individual in the affairs of the Association who has completed the required application form for that year, paid the prescribed fees as determined by the Committee of Management, and agrees to abide by this constitution.
5.1.3. Honorary Life Membership
This honour may be awarded to any long serving member, or delegate of a Group Member, as decided by the Committee of Management. Such members are not required to pay membership fees.
5.2. 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.
5.3. Any member may resign from membership of the Association at any time by giving notice in writing to the Secretary of the Association.
5.4. 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.
5.5. A member, who fails to renew a membership and pay the prescribed fees 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. MEMBERSHIP FEES AND FINANCIAL YEAR
6.1. The Association in an Annual or Special General Meeting may, from time to time, prescribe membership fees payable to the Association for the Association’s financial year.
6.2. Fees for existing members shall be due by the 1 January each year, after which time membership shall be deemed to have lapsed.
6.3. The Association’s financial year shall run from 1st January to the 31st December.
6.4. Where required by the Associations Incorporation Act 2015, the Association shall appoint an auditor to certify the annual accounts are in accordance with the books and records of the Association at least one week before the Annual General meeting.
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 AND 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.
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 Chair.
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 (when required).
7.5.3. Report on the work of the Committee of Management.
7.5.4. Election of the Committee of Management (in accordance with section 8).
7.5.5. Appointments for the ensuing year of Hon. Auditor (when required) and Returning Officer, who shall not be members of the Committee of Management.
7.6. Any member unfinancial at the commencement of an Annual or Special General Meeting shall not be entitled to vote.
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 20 percent of 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 15 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 Chair at any meeting is entitled to a casting vote.
7.11. Members eligible to vote may exercise a vote by proxy. The eligible member must submit, in writing to the Secretary, the name of the proxy member appointed to vote on their behalf, who must also be eligible to vote at the Annual or Special General Meeting.
7.12. No new member may vote at any General Meeting unless the member has been a member of the Association for at least 21 days prior to the date of any such Annual or Special General Meeting.
7.13. Members of the Association may attend and vote by electronic means with approval in writing from the Committee of Management.
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, Secretary, 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 of Management shall be elected at the Annual General Meeting with the following terms of office:
8.2.1. The positions of President, Vice-President, Secretary and Treasurer shall be elected for a term of two years.
8.2.2. The positions of Ordinary Committee members shall be elected for a term of one 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 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 Committee of Management.
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. The Committee of Management retains the right to assign the role of maintaining the association's website at any time. This assignment can be made to a current committee member or by co-opting a new member, and must be decided by a vote during a committee meeting.
9. COMMITTEE OF MANAGEMENT
The Committee of Management is responsible for:
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 14 days of notifying the Committee of Management, or at the discretion of the President.
9.4. The quorum for committee meetings shall be five members of the Committee of Management, including at least two of President, Vice-President, Secretary or Treasurer.
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 Chair.
9.6. No member holding dual office may have more than one vote.
9.7. All actions of the Committee of Management are valid and binding unless the same is revoked or disapproved by the Committee of Management, or the Association at an Annual or Special General Meeting.
9.8. Any member of the Committee of Management missing three consecutive committee meetings, 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, nor 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 member of the Committee of Management resigns or otherwise vacates their position, the Committee may co-opt a replacement to act in their role 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 act in that role, and co-opt a replacement to act in the role of Vice-President, until the next Annual General Meeting. Alternatively, the Committee of Management shall call a Special General Meeting to elect a new President to fill the position until the next Annual General Meeting.
9.12. Members of the Committee of Management may attend and vote by electronic means.
10. DUTIES OF OFFICE BEARERS
Officer Bearers of the Association shall consist of President, Vice-President, Secretary and Treasurer, for the duration of their terms as specified in clause 8.2.1.
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 perform the functions of the President when the President is unable to do so.
10.2.2. To assist the President.
10.3. Secretary
10.3.1. To see that full and accurate minutes of all Committee of Management and general meetings are kept in and distributed to the Committee of Management in a timely manner for approval at the next meeting.
10.3.2. To give notice to members of all meetings as per this constitution.
10.3.3. To notify members when membership renewal is due.
10.3.4. To conduct the correspondence of the Association as requested by the Committee of Management.
10.3.5. 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.
10.3.6. To produce a list of all members eligible to vote at all General Meetings.
10.4. 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 monies expended by the Committee of Management are authorised by at least one other member of the Office Bearers of the Association.
10.4.5. To ensure that, if required, all the books of account are audited in accordance with Section 6.
11. SUB-COMMITTEES AND 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 and made available to all members on the Association’s website.
14. COMMON SEAL
14.1. The Common Seal of the Association shall be in the custody of the Secretary. 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 an Annual or Special General Meeting of the Association, of which due notice has been given and the amendments specified in writing.
15.2. The constitution shall be publicly available on the Association’s website.
16. DISSOLUTION
16.1. The Association may be wound up voluntarily if the Association so resolves by resolution of not less than 75 percent of the members voting in person, or by proxy at a meeting of members duly convened and held in accordance with this constitution.
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.
17. DISPUTES AND MEDIATION
17.1. The grievance procedure set out in this rule applies to disputes under these rules between:
a member and another member; or
a member and the Association; or
if the Association provides services to non-members, those non-members who receive services from the Association, and the Association.
17.2. The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
17.3. If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.
17.4. The mediator must be:
a person chosen by agreement between the parties; or
in the absence of agreement:
in the case of a dispute between a member and another member, a person appointed by the Committee of the Association;
in the case of a dispute between a member or relevant non-member (as defined in 17.1.) and the Association, a person who is a mediator appointed to, or employed with, a not for profit organisation.
17.5. A member of the Association can be a mediator.
17.6. The mediator cannot be a member who is a party to the dispute.
17.7. The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
17.8. The mediator, in conducting the mediation, must:
give the parties to the mediation process every opportunity to be heard;
allow due consideration by all parties of any written statement submitted by any party; and
ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
17.9. The mediator must not determine the dispute.
17.10. The mediation must be confidential and without prejudice.
17.11. If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.