Blackwood Players Inc. Constitution
Adopted by Blackwood Players Board of Management at Board Meeting 15 April 2010
6. Member’s Rights
7. Expulsion of Members
8. Life Membership
10. Annual General Meetings
11. Office Bearers
12. Management Board Member’s Expulsions
13. Executive Board and Powers
14. Special General Meetings
15. Office Bearer’s Responsibilities
16. Casual Vacancies
17. Best Practices
18. Assets and Income
19. Winding Up of Association
It shall be the two-fold mission of Blackwood Players Inc. to consistently offer the highest quality non-professional theatre entertainment possible to South Australia audiences and serve as a dedicated educational resource for training and experience in theatrical skills and related technologies for the whole community -- our younger as well as older generations.
ARTICLE 1. Name
1.1 The name of the Association is Blackwood Players Incorporated.
ARTICLE 2. Definitions
2.1 Pertinent Definitions
2.1.1 Association refers to Blackwood Players Incorporated.
2.1.2 Management Board refers to the Board of Management for the Association.
2.1.3 Constitution is the rules to be followed by all persons in the Association.
2.1.4 Best Practices are the practices to be followed by all persons in the Association.
ARTICLE 3. Purposes
3.1 The purposes for which the Association is established are:-
3.1.1 To promote theatrical activities by means of productions.
3.1.2 To provide for, encourage and develop among its members, skills and activities pertaining to the theatre.
3.1.3 To assist charitable non-profit organisations in raising funds by means of productions.
3.1.4 To do all such lawful things that are incidental or conducive to the attainment of the above purposes or any of them.
ARTICLE 4. Powers
4.1 The Association has all of the powers available as a separate legal entity and as set out in the Associations Incorporation Act 1985.
ARTICLE 5. Membership
5.1 Any person may become a member of the Association provided that they pay the necessary fees and that their application is endorsed by a majority vote of the Management Board in the form of resolution as soon as practicable after receipt of the application.
5.1.1 If an application for membership is not endorsed by the Management Board, a person may appeal the decision by adopting the following procedures such appeal to be made within 28 days of the applicant's application for membership not being endorsed as required by this Article.
5.1.2 The appeal shall be in writing to the Management Board against the decision to refuse membership.
5.1.3 Upon the Management Board receiving the appeal, the President shall direct that a Special General Meeting be held within 28 days.
5.1.4 The applicant shall have the right to present to that meeting any information in support of their application.
5.1.5 The final decision regarding that application for membership shall be made by majority vote of the meeting in the form of resolution, which shall be duly recorded in the minutes.
5.2 The annual and pro-rata fees shall be prescribed from time to time by the Management Board. Membership fees should fall due on July 1st each year..
5.3 A person shall cease to be a member of the Association if they have not renewed their membership in accordance with these rules.
5.4 Any expelled person shall abide by the following procedures:
5.4.1 They shall make an application in writing to the Management Board for membership of the Association.
5.4.2 The application shall be signed by the applicant and by two members of the Association, one as proposer and the other as seconder.
5.4.3 At the first meeting immediately after receipt of the application, the Management Board shall decide on the matter.
5.4.4 The application will be accepted only if two-thirds majority of the Management Board votes in favour of its acceptance via a resolution duly recorded in the minutes.
5.4.5 The applicant shall be advised in writing, within seven days of the decision taken by the Management Board.
ARTICLE 6. Members’ Rights
6.1 Any member of the Association at an Annual General Meeting shall have the right to:-
6.1.1 Vote on any matter relating to the Association’s affairs.
6.1.2 Examine and query the Association’s books, records, minutes, finance and correspondence.
6.1.3 Propose, second, vote eligible persons and/or stand for election to any position of the Association.
6.2 All members shall have one vote each, of equal value, in the Association’s affairs, except the Chairperson who shall exercise a casting vote only.
6.3 A non-member cannot have any voice in Association’s affairs or stand for election to any position of the Association. In the event of an occupant of a position ceasing to be a member in accordance with these rules, their position shall automatically become vacant and shall be filled as a casual vacancy in accordance with these rules.
6.4 Every member undertakes to comply with this Constitution and rules. Refusal or neglect to do so or any conduct contrary to the interests of the Association renders a member liable to expulsion from the Association.
6.5 Each member has an obligation to assist in at least one production each year.
6.6 The cast, crew and all other individuals working on a production in any capacity for the Association must be members of the Association, but exceptions will be considered in the case of financial hardship.
ARTICLE 7. Expulsion of Members
7.1 A person shall cease to be a member if expelled from the Association by a unanimous resolution of the Management Board, such resolution being duly recorded in the minutes of the meeting.
7.2 A person so expelled shall forfeit all rights in, or claims upon the Association.
7.3 The Recording Secretary shall advise in writing and within sevens days, an expelled person of the decision to expel them. A notice under this rule shall have been duly served if posted by registered mail to that person’s address as appearing in the Association’s register of members.
ARTICLE 8. Life Members
8.1.1 A member who is considered to have given exceptional and outstanding service to the Association shall be eligible for life membership of the Association provided that it can be established to the satisfaction of the Management Board that they have the qualifications listed in 8.2 below, and have achieved at least three of the five standards referred to in 8.3 below.
8.2.1 Has completed a minimum of eight years active membership.
8.2.2 Has served at least five years as a Board member of the Association.
8.2.3 Has demonstrated a commitment to the Blackwood Players Incorporated.
8.3.1 Has averaged better than fifteen hours work per production for a minimum of eight years.
8.3.2 Has attended at least four Annual General Meetings.
8.3.3 Has achieved an attested level of praiseworthy performance as a Board appointee.
8.3.4 Has achieved an attested level of praiseworthy performance as President, Vice President, Secretary or Treasurer.
8.3.5 Has demonstrated a significant commitment to the promotion of theatre within Australia.
8.4 The names of such members or past members may without the knowledge of the member concerned, be submitted to the Management Board through the President, Vice Presidents, Recording Secretary or Treasurer.
8.5 If the application is in order, the Management Board will accept the nomination for consideration for the awarding of Life Membership. The Management Board will then determine such nomination on its merits and the decision of the Management Board will be final.
8.6 Upon receipt of an application for life membership, the Management Board shall check the application to ensure that it incorporates the minimum requirements outlined above.
8.7 Life Members are entitled to free membership each year for life.
ARTICLE 9. Administration
9.1 Management Board
9.1.1 The business of the Association shall be administered by the Management Board.
9.1.2 The Management Board shall ensure that the Association is well run and responsive to the members’ needs.
The Management Board shall: -
220.127.116.11 Develop policy to comply with the direction undertaken by the Association.
18.104.22.168 Oversee administrative functions.
22.214.171.124 Ensure financial responsibility.
126.96.36.199 Determine any relevant matters referred to it.
188.8.131.52 Do all other lawful things which in its opinion are incidental or conducive to the Mission Statement of the Association.
9.2 The Management Board shall meet at times and places determined by the President: -
9.2.1 When the Management Board so resolves.
9.2.2 When the President directs.
9.2.3 Within ten days of receipt of a request for such a meeting by at least two members of the Management Board, or at least five members of the Association.
9.3 In any case the Management Board shall meet at intervals not exceeding six weeks, except over the Christmas period where the interval shall not exceed eight weeks.
9.4 All members of the Management Board shall be given at least seven days notice of any meeting of the Board.
9.5 In the absence of both President and both Vice Presidents, a person elected for the time being from among Management Board members present shall act as Chairperson of the Management Board meetings.
9.6 A quorum shall consist of five Management Board members.
9.7 Except where these rules otherwise provide, all resolutions of the Management Board shall be decided by a simple majority vote.
9.8 All resolutions passed by the Management Board shall be be recorded in the Association’s minutes and be binding upon all members of the Association.
9.9 The Management Board, subject to resolutions carried at any Annual General Meeting or Special General Meeting, and subject to these rules, shall have the power to: -
9.9.1 Determine the programme of activities of the Association for the current year and take all necessary steps to implement and initiate programmes for the following year.
9.9.2 Determine from time to time all fees and charges including the membership fees as detailed in 5.2 .
9.9.3 Control the finances of the Association.
9.9.4 Appoint a person who shall audit the Association’s books and certify the Annual statement of accounts.
9.9.5 Fill casual vacancies in accordance with these rules.
9.9.6 Supervise the activities of all sub-committees.
9.9.7 Nominate and elect such special sub-committees as may from time to time be required.
9.9.8 Determine any matter referred to it in relation to the Association’s activities or affairs.
ARTICLE 10. Annual General Meetings
10.1 An Annual General Meeting shall be held by the Association by no later than November each year.
10.2 Written notices, either in writing or by e-mail, of the Annual General Meeting shall be given to all members at least thirty days prior to holding the meeting.
10.3 A quorum for the Annual General Meeting shall be twelve members or one-third of all financial members whichever is the lesser.
10.4 Except where these rules provide otherwise, all resolutions shall be decided by a 75% majority of votes of those members present.
10.5 All resolutions of the Annual General Meeting shall be recorded in the minutes and be binding upon all members of the Association
10.6 Subject to these rules, the Annual General Meeting, while in session, shall have power to:
10.6.1 Conduct the affairs of the Association.
10.6.2 Receive and adopt the President’s and the Treasurer’s reports for the past financial year which shall be from the 1st of July to the 30 th of June.
10.6.3 Review the actions and decisions of the Management Board
10.6.4 Elect eligible persons to all of the Association’s positions
10.7 Nominations for vacant positions shall be proposed and seconded, and elections shall be held at the Annual General Meeting.
10.8 Elections shall be held in the order listed Article 11.
10.9 When more nominations are received than there are vacancies, an election by secret ballot shall take place. The person with the highest number of primary votes shall be deemed elected.
10.10 A Chairperson, elected for the time being from the members present at the meeting shall act as a returning officer and shall appoint two tellers who shall count the votes. In the event of a tie between two candidates, the Chairperson shall have the casting vote. The Chairperson’s decision as to the result of the election shall be final.
10.11 Members of the Management Board shall be elected from Association members and shall hold office, subject to termination by resignation or otherwise, for a period of one year.
10.12 In the event of their being no candidates to fill a vacancy, such vacancy shall be filled by casual vacancies in accordance with these rules.
10.13 Changes to the Constitution can only be made at an Annual General Meeting or a Special General Meeting. All members will be given at least fourteen days notice of any proposed changes to the Constitution.
ARTICLE 11. Office Bearers
11.1 Persons who shall sit on the Management Board shall consist of: -
11.1.2 Communications Vice President
11.1.3 Administrative Vice President
11.1.5 Financial Secretary
11.1.6 Recording Secretary
11.1.7 Corresponding Secretary
11.1.8 General Board Members, up to ten (10) persons.
11.2 The FINANCIAL SECRETARY shall be the Public Officer of the Association.
11.3 Except by specific resolution passed at the Annual General Meeting a member shall not hold any particular office for more than two (2) consecutive years unless there shall have been at least two (2) years between any period of two (2) consecutive years in such particular office by that member.
ARTICLE 12. Management Board Members Expulsion
12.1 No person holding any position in the Association shall be removed or voted out of that position except by: -
12.1.1 A unanimous resolution of the Management Board excluding the vote of the person concerned.
12.1.2 A resolution carried by two-thirds majority of members present at a general meeting.
12.2 Any member of the Management Board may, at the discretion of the Board, forfeit their position if they absent themselves from three consecutive or from more than five in all meetings. Their position in case of forfeiture shall be filled as a casual vacancy in accordance with these rules.
12.3 A person removed or forfeiting their position in accordance with this rule shall be advised in writing, within seven days of this decision. The procedure for appeal against such a decision shall be the same as for expulsion in Article 5.4.
12.4 A person removed or forfeiting their position in accordance with this rule shall not be eligible to stand for election within one year of receipt of advice of the decision.
ARTICLE 13. Executive Board
13.1 Persons who shall sit on the Executive Board shall consist of members of the Management Board as follows: -
13.1.2 Communications Vice President.
13.1.3 Administrative Vice President.
13.1.5 Financial Secretary.
13.1.6 Recording Secretary.
13.1.7 Corresponding Secretary.
13.1.8 General Board Members, up to ten (10) persons.
13.2 The Executive Board shall have the powers to convene a meeting at two days notice from at least two members of the Executive Board.
13.3 The Executive Board may not alter the Constitution or Best Practices guidelines.
13.4 Executive Board meetings are to discuss urgent business that cannot wait until the next Management Board meeting.
13.5 All matters discussed at an Executive Board meeting must be fully minuted, including the reason for the meeting and conclusion. These minutes must go before the next Management Board meeting for discussion. Any motion passed at an Executive Board meeting must have a 75% majority of those members present.
13.6 A quorum for an Executive Board meeting is a minimum of four members. The President is to have a casting vote only at Executive Board meetings.
ARTICLE 14. Special General Meetings
14.1 Special General Meetings shall be convened: -
14.1.1 When the President so directs.
14.1.2 When the Management Board so resolves.
14.1.3 Within twenty-eight days of receipt of a written request stating the reasons for such a meeting by at least five members of the Association or 10% of the membership, whichever is larger.
14.2 Seven days notice of the reasons for the meeting and/or any notice of motions to be considered shall be given to all members with the notice of a Special General Meeting.
14.3 A Special General Meeting shall have all the powers and status equal to those of an Annual General Meeting in transacting business, the nature of which has been outlined in the notice of the meeting.
14.4 No other business shall be transacted at a Special General Meeting unless notice thereof has been given in accordance with this rule.
14.5 Procedural rules governing an Annual General Meeting shall apply to any Special General Meeting.
ARTICLE 15. Office Bearer’s Responsibilities
15.1 All Officers are to act with due care for the Association, within the Constitution, Best Practices and specific office responsibilities as listed below and as set out in the Best Practices manual.
15.2 The President shall: -
15.2.1 Be responsible for the efficient running of the Association; chair all meetings of the Association and call through the Secretary, all meetings of the Association.
15.2.2 Present at the Annual General Meeting, a report on the Association’s activities for the past financial year.
15.3 The Communications Vice President shall be responsible for the production and dissemination of any material to promote the Association and its activities as well as keep members informed.
15.4 The Administrative Vice President shall be responsible for,
15.4.1 The property of the Association, its maintenance and the records of the Association and their maintenance.
15.4.2 New member recruitment and the coordination of volunteers.
15.5 The Treasurer shall: -
15.5.1 Be responsible for all financial affairs of the Association.
15.5.2 Open and maintain accounts in the Association’s name at a bank nominated by the Management Board and maintain books and records for all the Association’s financial transactions.
15.5.3 Supply all the information required by the Auditors, and present at the Annual General Meeting an audited Statement of Accounts for the past financial year.
15.5.4 Be responsible for Membership Records
15.6 The Recording Secretary shall be responsible for the keeping of accurate minutes of all meetings of the Association.
15.7 The Corresponding Secretary shall be responsible for all incoming correspondence to the Association and shall be responsible to the Communications Vice President for all out-going correspondence.
15.8 The Financial Secretary shall assist the Treasurer in the performance of said duties.
15.9 All officers of the Association shall do all other lawful things as directed by the Management Board.
ARTICLE 16. Casual Vacancies
16.1 Any position of the Management Board shall be deemed a casual vacancy if: -
16.1.1 It was not filled at the Annual General Meeting.
16.1.2 The holder of the position dies or resigns or is removed from office or forfeits their position or is expelled from the Association or ceases to be a member in accordance with these rules.
16.2 Casual vacancies shall be filled as soon as possible by the Management Board in the form of a resolution carried and recorded in the minutes of the meeting.
16.3 A person appointed to fill a casual vacancy shall have all the powers, privileges and duties of that position as if they had been elected at the Annual General Meeting.
ARTICLE 17. Best Practices
17.1 The Association shall have Best Practices setting out what the Association considers the best practices to be followed in relation to Blackwood Players Incorporated.
17.2 The Management Board and members are to follow the Association Best Practices.
17.3 The provisions in the Best Practices may be altered by simple majority vote at either the Annual General Meeting or a Special General Meeting.
ARTICLE 18. Assets and Income
18.1 The assets and income of the Association shall be applied solely in furtherance of its objectives and no portion shall be distributed directly or indirectly to its members except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.
ARTICLE 19. Winding Up of Association
19.1 In the event of the Association being dissolved, the amount which remains after such dissolution and the satisfaction of all debts and liabilities, shall be paid and applied by the Management Board in accordance with their powers to any fund, institution or authority which is a non-profit organisation.