The Harlequin Players Club

Constitution and Rules

Constitution

1 The name of the club is the Harlequin Players Club.

2 The address of the Club shall be that of the Honorary Secretary.

3 The object of the Club is to educate the public in the dramatic and operatic arts to further the public appreciation and taste in the said arts and to assist and further charitable institutions and charitable purposes as the Committee shall from time to time determine; and in furtherance of this object but not otherwise the Club, through its Management Committee shall have the following powers:

(a) To promote plays, drama, comedies, operettas and other dramatic and operatic works of educative value

(b) To purchase, acquire and obtain interests in the copyright of or right to perform or show any such dramatic or operatic works

(c) To purchase or otherwise acquire plant, machinery, furniture, fixtures, fittings, equipment, scenery and all other necessary effects

(d) To raise funds and invite and receive contributions from any person or persons whosoever by way of subscriptions, donation and otherwise; provided that the Club shall not undertake any permanent trading activities in raising funds

(e) To do all such things as shall further the objects of the Club

4 The Club shall consist of its duly elected Members.

Rules

Definitions

The Club means the Harlequin Players Club. The Committee means the Committee of the Harlequin Players Club. He means he or she. A year, unless otherwise stated, means the twelve months commencing on 1st July.

1. Members

i Membership shall be open to all persons having sympathy with the objects of the Club, desiring actively to further it, irrespective of race, colour, ethnic or national origins, gender, sexual orientation, marital status, age, disability, economic status, class, religious or political beliefs, and who shall apply for membership in writing to the Membership Secretary on the prescribed form.

ii Forms of application shall be signed by the applicant who shall thereby agree to be bound by the rules of the Club and by any alterations, additions and amendments thereto which may from time to time be made.

iii The Committee may in their absolute discretion and without assigning any reason therefore, refuse to admit any person to membership.

iv All existing members at the date of adoption of these rules shall be deemed to have been elected in accordance herewith.

2. Subscriptions

i Subscriptions shall be paid annually and shall be due on 1 July each year. The subscription year shall run from 1 July until 30 June in the following year.

ii The annual subscription shall be determined for each subscription year by the members in general meeting.

iii The first subscription from a new member admitted during the course of a subscription year shall become due on the date when the member is advised on the approval of his application. No person shall be admitted to membership until the receipt of his first subscription.

iv Any member whose subscription shall remain unpaid two calendar months after it is due shall be sent a written reminder. If any such subscriptions shall still remain unpaid one calendar month after the despatch of the reminder, the member shall be deemed to have resigned, and shall forthwith cease to be a member. None of the rights to receive notices, attend meetings or vote, shall be exercised by any member as long as his subscription shall remain unpaid after the due date.

3. Officers

i The Officers of the Club shall be the Honorary Chairman, the Honorary Vice-Chairman, the Honorary Secretary and the Honorary Treasurer.

ii The Officers shall be elected by the members at the Annual General Meeting, subject to clause 5.

iii All Officers must be paid up members of the Club, as per rule 2 iv.

4. Powers and Duties of the Officers

The Officers of the Club shall be ex-officio members of any sub-committee, including formal nomination as Trustees of the Club and shall have such powers and duties as may be conferred on them by the Committee, but not withstanding anything in these rules, these powers and duties shall include the following:

1. The Chairman

i To take the chair at all meetings at which he is present, whether of the members, the Committee, or any sub-committee.

ii To ensure that all meetings are properly conducted.

iii To ensure that the affairs of the Club are conducted in the interests of the members as a whole.

2. The Vice-Chairman

i To undertake the powers and duties of the Chairman in the absence of the Chairman.

3. The Secretary

i To receive all communications addressed to the Club, and to bring these to the notice of the Committee.

ii To record the minutes of the meetings of the Committee and of members.

iii To issue notice convening meetings.

iv To keep such records as are necessary for the proper management of the Club.

4. The Treasurer

i To receive all monies due to the Club and to make all proper disbursements of Club funds.

ii To ensure that proper books of accounts are kept.

iii To ensure that proper records of members are kept.

iv To prepare and present to the members at the Annual General Meeting a balance sheet and income and expenditure account suitably approved under Charity Commission rules.

5. The Committee

i The Committee shall, subject to rule 6 (iii) and 6 (vii,) consist of not more than twelve members of the Club, including the four officers. They shall be elected by the members in general meeting.

ii The Committee members shall be subject to retirement by rotation. One half of the members, or if their number shall not be a multiple of two, then the number nearest to but not exceeding one half, shall retire from the Committee at each Annual General Meeting.

iii Committee members retiring through rotation shall be eligible for re-election at the Annual General Meeting at which they retire through rotation.

iv No member shall be eligible for election to the Committee until the Annual General Meeting after his admission to membership. No non-member may be elected to the Committee.

v Nominations for election to the Committee shall be submitted to the Honorary Secretary not less than fourteen days before the time of the meeting, and shall be signed by the nominee.

vi Any member of the Committee may resign from the Committee at any time.

vii Any member of the Committee who is absent from three consecutive Committee meetings is deemed to have resigned from the Committee.

viii The Committee may, subject to rules 6 (vi) or 6 (vii,) co-opt any member of the Club to fill a casual vacancy.

6. Powers and Duties of the Committee

i The business of the Club shall be managed by the Committee which may exercise all such powers, and do on behalf of the Club all such acts as are not required by statute or by these rules to be done by members in general meeting.

ii Notwithstanding anything contained in these rules the Committee shall not, without the consent of the members in general meeting, have power:

(a) To make any purchase or acquisition on capital account other than materials and equipment necessary or desirable for the fulfilment of the objects in Clause 3 of the Constitution

(b) To execute any agreement or contract imposing any continuing obligations or restrictions on the Club other than agreements or contracts entered into for a period not exceeding one year or for an indefinite period determinable by not more than six months notice

(c) To make any fusion, amalgamation, union of interests or working arrangements with any other Club, Society or Organisation, with similar aims

(d) To undertake any lending or borrowing of money or the creation of any mortgage or charge on behalf of the Club

(e) To make any alteration to the Constitution or the Rules

iii The Committee may engage the services of Members and Committee Members in accordance with the provisions of Sections 73A – C of the 1993 Charities Act, as amended 2006. Where such services are engaged, the appropriate fees for the service shall be payable as agreed by the Committee. If a Committee Member is engaged to provide a service on behalf of the Club, that Member may not participate in the vote, nor be counted as part of the quorum of the Committee for the vote for that engagement.

iv The Committee may co-opt any additional members to the Committee, but such additional co-opted members shall not have the power to vote. The period of co-option under this Rule shall not extend beyond the date of the next Annual General Meeting.

v The Committee may appoint sub-committees and fix their terms of reference. The Committee may seek advice from and co-opt any person to serve on a sub-committee, whether or not he is a member of the Club, except that the number of non-Club members shall not exceed greater than half the number of members of the sub-committee. All actions and proceedings of such sub-committees shall be fully and promptly reported to the Committee.

vi The Committee shall fill any casual vacancy for an Officer from the members of the Committee and any casual vacancy on the Committee by co-opting any member of the Club; the person co-opted shall retire at the next Annual General Meeting, but shall, subject to Rule 5 (iv) be eligible for re-election.

vii Any person co-opted to the Committee, whether or not to fill a casual vacancy, shall remain a member of the Committee only until the next Annual General Meeting, when he may be elected subject to rule 5 (iv) in place of a member retiring by rotation.

viii Decisions of the Committee shall be by a simple majority of those present at a meeting, the Chairman having a casting vote

ix A quorum for a meeting of the Committee shall be five members of the Club duly elected to the Committee at an Annual General Meeting, at least one of whom shall be an Officer.

x The Committee shall meet as frequently as and at such time and place as the Committee shall determine, but with the aim that not more than two months shall elapse between the holding of two consecutive meetings.

7. General Meetings

i A General Meeting shall be held once in every subscription year as defined in rule 2 (i,) at such time and place as the Committee shall determine, but so that not more than fifteen months shall elapse between the holding of any two successive meetings.

ii The General Meeting referred to in the preceding paragraph shall be called the Annual General Meeting. All other General Meetings shall be called Extraordinary General Meetings.

iii The Committee shall convene an Extraordinary General Meeting whenever it thinks fit.

iv Any twelve members may, by notice in writing signed by all of them, require the Committee to call an Extraordinary General Meeting. Such notice shall state the purpose of the meeting. On receipt of such notice the Committee shall convene an Extraordinary General Meeting to be held not more than six weeks from the receipt of such notice at such time and place as the Committee shall determine.

v Twenty eight clear days notice in writing shall be given to all members of the convening of a General Meeting. Any items of special business for inclusion on the agenda for discussion at a General Meeting must be received in writing, stating the exact nature and purpose of the special business, by the Honorary Secretary at least fourteen days before the date of the General Meeting. The agenda in writing of a General Meeting must be received by the members seven clear days before the date of the General Meeting.

vi Accidental omission to give notice to, or the non-receipt of such notice by, any member shall not invalidate any proceedings or any resolution passed at such meetings.

8. Proceedings at General Meetings

i All business that is transacted at an Extraordinary General Meeting shall be deemed to be special and all business that is transacted at an Annual General Meeting shall be deemed to be special, with the exception of:

(a) The receipt of reports from the Honorary Chairman and the Honorary Treasurer

(b) The consideration of the accounts

(d) The fixing of entrance and subscription fees for the following subscription year

(e) Any business that is not on the agenda of the General Meeting may not be discussed at the General Meeting

ii No business shall be transacted at any General Meeting unless the requisite quorum is present when the meeting proceeds to business. Save as hereinafter provided, eighteen members present in person shall be a quorum.

iii If within half an hour from the time appointed for commencement of a General Meeting a quorum be not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall, subject to rule 7 (v,) stand adjourned to such other day, and at such other place and time as the committee shall determine and, at such an adjourned meeting, if a quorum is not present within fifteen minutes from the time fixed for the holding of the meeting, any twelve members present in person shall be a quorum and may transact the business for which the meeting was called.

iv With the consent of the meeting, the Chairman may adjourn the meeting from time to time and from place to place.

v The Chairman, or failing him any other elected member of the Committee, shall preside at every General Meeting, but if no member of the Committee shall be present within fifteen minutes after the time fixed for the holding of the meeting, or if no member of the Committee is willing to act as Chairman, the members present shall choose some member to act as Chairman.

vi At every General Meeting a resolution put to the vote shall be decided as follows:

(a) Election of members to the Committee, where there is a greater number of nominations than vacancies, shall be decided by a ballot of members present in person. On a ballot for election of members to the Committee, each member shall have the same number of votes as there are vacancies. A member need not cast all the votes to which he is entitled, but shall not cast more than one vote for any one candidate. Where the number of nominations is fewer than the number of vacancies, those nominated shall be deemed to have been elected

(b) All other resolutions shall, except as hereinafter provided, be decided by a show of hands of the members present in person and entitled to vote

vii If, before or upon the declaration of the result of a show of hands a poll be demanded by the Chairman of the meeting, or by at least three members present and entitled to vote, a poll shall be taken at such time and place, and in such a manner as the Chairman of the meeting shall direct and the result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded.

viii In the case of an equality of votes, either on a show of hands or a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall have an extra or casting vote.

9. Votes of members

i On a show of hands every member present and entitled to vote shall be entitled to one vote only, and in the case of the poll, every member present and entitled to vote shall be entitled to one vote only.

ii A member shall not be entitled to appoint a proxy to attend or vote at any meeting of the Club.

10. Winding up

i The Club may be wound up by a special resolution of the members at an Extraordinary General Meeting convened for that, and for no other purpose.

ii The quorum at an Extraordinary General Meeting convened to wind up the Club shall be fifty percent of the members of the Club, present in person, and the majority of votes required to pass a resolution to wind up the Club shall be seventy five percent of those present at the meeting and entitled to vote. A ballot shall be held at the meeting on a resolution to wind up the Club.

iii In the event of a winding up of the Club the assets shall be vested in trustees to be appointed by the members at the meeting in which the resolution to wind up is passed, or at an Extraordinary General Meeting to be convened within two calendar months thereafter.

The trustees so appointed shall not distribute the assets among the members of the Club but shall apply them to such purposes similar to those of the Club, or pay, distribute or transfer them to institutions or institution having objects similar to the objects of the Club, as they think fit. The trustees shall be responsible for the discharge of all liabilities out of the assets of the Club.

iv Any deficiencies on winding up shall be borne equally by all those who were members on the date of the passing of the resolution to wind up the Club.

11. Indemnity

Every Officer, Auditor and member of the Committee shall be indemnified by the Club for any liability incurred as a result of acting as the representatives of the Club, provided that nothing in this rule shall entitle them to any indemnity against liability arising through negligence or similar actions on their part.