1. The Society shall be called "Dereham Theatre Company" (DTCo).
Objectives of the Society
2. The objectives of the Society are to educate its members and the public in the dramatic and operatic arts to further the development of public appreciation and taste in the said arts.
Powers and Obligations
a) To promote plays, drama, comedies, musicals, operas, operettas and other dramatic and operatic works of educative value.
b) To purchase, acquire and obtain interests in the Copyright of or the right to perform or show any such dramatic or operatic works.
c) To purchase or otherwise acquire plant, machinery, furniture, fixtures, fittings, scenery and all other necessary effects including land or buildings by lease or freehold.
d) To raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions, donation and otherwise, provided that in raising funds the Society shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law.
e) Subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Society.
f) Subject to any consents required by law to borrow money and to charge all or any part of the property of the Society with repayment of the money so borrowed.
g) To co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects, or similar charitable purposes and to exchange information and advice with them.
h) To support any charitable trusts, association or institutions formed for all or any of the objects.
i) To assist and further such charitable institutions and charitable purposes as the Management Committee shall from time to time determine.
j) To appoint and constitute such advisory committees as the Management Committee may think fit.
k) To do all such other lawful things as are necessary for the achievement of the objectives of the Society.
l) To ensure that Health and Safety and Child Protection Policies are in place and are reviewed regularly. Risk assessments will be kept on-site. To adhere to Government requirements both nationally and locally. To fulfil our obligations, as far as is reasonably practicable, to the Data Protection Act.
Membership and Structure of the Society
a) The Society shall consist of acting members and non-acting members; both adult and youth (aged 7 to 18 years, on or before September 1st of the given year), DTCo Friends and Friends of the Youth Section, honorary members (by invitation of the Management Committee only), and may also include as honorary life members such other persons as shall have rendered special services to the Society
b) Adult membership shall be open to all those over the age of 18 and youth to those between the ages of 7 to 18 who have sympathy with the objectives of the Society and desire actively to further it and to pay an annual subscription as laid down by the Management Committee. Each member over the age of 18 shall have one vote.
c) Application for membership shall be made in writing (completion of membership form). Those under the age of 16 must have their membership forms counter-signed by parent/guardian. Membership forms to be placed with the Secretary, their deputies or other appointed person(s).
d) Potential Acting members will satisfy the Management Committee as to their suitability for a role(s) via audition. Youth members shall attend a series of workshops before being allowed to audition for a youth production, unless there are exceptional circumstances to prevent this happening. Then the Management Committee will review this rule and make a judgement on the circumstances.
e) Rule superseded by Dereham Theatre Company ‘Show Guidelines’ and ‘Disciplinary and Grievance Procedures’ (see separate documents for details), as created and approved by the Management Committee.
f) The annual subscription to the Society shall be determined by the Management Committee. Payment of subscription will fall by May 1st or the first rehearsal of a specific production, whichever is earliest. Any person joining the Society during the financial year shall pay the whole subscription. Members joining the Society for a specific production must pay their subscription on or before the first rehearsal of that production, to comply with insurance requirements. If an Acting Member fails to make payment at this point, they will not be permitted to take part in the production. The Youth Section membership year will commence from 1st September of each year. Note: For the Society to coincide with the educational school year. The annual Youth Section membership date will differ from the adult membership date. Youth Group membership fee will fall due on 1st September. Payment is to be made to the DOSYTCo Financial Controller by 1st November.
g) Rule superseded by Section 4, Sub-section f.
h) Members wishing to resign must give written notice to the Secretary and will forfeit any membership money already paid for that year.
i) Honorary Life Members may, on the nomination and recommendation of the Management Committee only, be elected on such terms as the members of the Society at an Annual General Meeting may from time to time decide.
j) The President of the Society will be nominated by the Management Committee and elected by the members at an AGM and may choose to become a member of the Management Committee. The President shall hold office under the same conditions as the trustees.
k) There shall be no more than four (4) Trustees of the Society. The Trustees and the property of the Society (other than cash which shall be under the control of the Treasurer) shall be vested in them to be dealt with by them, as the Committee shall from time to time direct by resolution (of which an entry in the Minutes Book shall be conclusive evidence). The Trustees shall hold office until death or resignation or until removed from office by a resolution of the Committee who may for any reason, which may seem sufficient to a majority of them present and voting at any meeting, remove any Trustee or Trustees from the office of Trustee. Whereby reason of any such death, resignation or removal it shall appear necessary to the Committee that a new Trustee or Trustees shall be appointed or if the Committee shall deem it expedient to appoint an additional Trustee or additional Trustees the Committee shall by resolution nominate the person or persons to be appointed the new Trustee or Trustees. For the purpose of giving effect to such nomination the President is hereby nominated as the person to appoint new Trustees of the Society (on recommendation from the Management Committee) within the meaning of Section 36 of the Trustees Act 1925 and he shall by Deed duly appoint the person or persons so nominated by the Committee as the new Trustee or Trustees of the Society and the provisions of the Trustee Act 1925 shall apply to any such appointment. Any statement of fact in any such Deed of Appointment shall in favour of a person dealing bona fide and for value with Society or the Committee be conclusive evidence of the fact so stated.
a) The Society shall be managed by a Management Committee elected at the Annual General Meeting consisting of the following officers. Namely: Chairman, Vice-Chairman, Treasurer, Secretary, Assistant Secretary, Treasurer’s Assistant (if applicable) and other members, totalling eleven (11) Management Committee members.
b) A Youth Section Sub-Committee to be known as Dereham Operatic Society Youth Theatre Company (DOSYTCo), will be established with two (2) members of the Management Committee, a minimum of five (5) adult additional members of the Society and two (2) Youth members. The five members will be elected at the AGM. This Sub Committee will elect at its first meeting its Officers (as approved by the Management Committee and Officers positions will be in line with those of the Management Committee). Also the Committee shall call a meeting of all Youth members who will nominate and elect two (2) Youth members to join the Youth Sub Committee with full voting rights providing those members are over the age of seven (7) years at the date the meeting takes place. Note: Sub Committees will normally comprise of three (3) members of the Management Committee.
c) A member of the Management Committee shall cease to hold office if he or she:
• is disqualified from acting as a member of the Management Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
• becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
• is absent without the permission of the Management Committee from all their meetings held within a period of six (6) months and the Management Committee resolve that this member’s office be vacated;
• is judged not to have fulfilled the duties assigned to them by the Management Committee, based on a bare majority of votes. Management Committee Performance to be reviewed regularly;
• Gives notice to the Management Committee a wish to resign.
d) The proceedings of the Management Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
e) No person shall be entitled to act as a member of the Management Committee whether on a first or subsequent entry into office until after signing in the minutes book of the Management Committee a declaration of acceptance and of willingness to act in the trust of the Society.
f) The Management Committee may co-opt anyone whose services are required, but with no voting rights
g) No member will be elected or co-opted without their prior consent.
Management Committee Members
6. No member of the Management Committee shall acquire any interest in property belonging to the Society (otherwise than as a Trustee for the Charity) or receive remuneration or be interested (otherwise than as a Member of the Management Committee) in any contract entered into by the Management Committee.
Meetings of the Management Committee
a) The Management Committee shall hold at least ten (10) monthly meetings a year.
b) A special meeting may be called at any time by the Chairman or by any two members of the Management Committee. Not less than 3 days notice being given to the other members of the Management Committee of the matters to be discussed. In exceptional circumstances, the Chairman alone will have the power to call an emergency meeting immediately or as soon as is possible to other Members of the Management Committee. All Management Committee members have to be informed in such cases.
c) The Chairman shall act as chairman at meetings of the Management Committee. If the Chairman or Vice Chairman is absent from any meeting, the members of the Management Committee shall choose one of their numbers to be chairman of the meeting before any other business is transacted.
d) For a meeting to take place a quorum must be present. A quorum is when at least one third of the Management Committee or Sub-Committee (DOSYTCo) is present.
e) Every matter shall be determined by a majority of votes of the members of the Management Committee present and voting on the question but in the case of equality of votes the Chairman of the meeting shall have a second or casting vote.
f) The Management Committee and any Sub Committees shall keep minutes in books for the purpose of the proceedings of any meetings.
g) The Management Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with the Societies constitution.
h) The Management Committee may appoint one or more sub committees consisting of three (3) members, for the purpose of making any inquiry, supervising or performing any function or duty which in the opinion of the Management Committee would be more conveniently undertaken by a sub committee; provided that all acts and proceedings of any such sub committee shall be fully and promptly reported to the Management Committee.
Management Committee Powers
8. The Management Committee shall have power to decide/resolve any questions arising out of these Rules and all other matters connected with the Society (other than those which can be dealt with only by the Society in a General Meeting) and make, maintain and publish all necessary orders, regulations and bye-laws in connection therewith.
a) The funds of the Society shall be applied solely in furthering the objectives of the Society.
b) The funds of the Society, including all members’ fees, donations, box office income and bequests, shall be paid into an account operated by the Management Committee in the name of the Society at such bank as the Management Committee shall from time to time decide and be administered by the Treasurer. All cheques drawn on the account must be signed by at least two (2) members of the Management Committee.
c) No member of the Society shall receive payment directly, or indirectly, for services to the Society or for other than legitimate expenses incurred in its work.
d) No expenditure shall be incurred by any member of the Society without the express permission of the Management Committee.
e) The Society shall give an annual subscription to the National Operatic and Dramatic Association in accordance with the subscription scales published by that association, and shall abide by the Rules and Byelaws of that association.
f) There will be a Financial Controller on the Youth Section Sub Committee to link/liaise with the Treasurer of the Management Committee.
10. The financial year of the Society shall commence on 1st April and an annual profit and loss account and balance sheet shall be prepared on or before the Annual General Meeting.
(The Management Committee shall comply with their obligations under the Charity Act 1993 (or any statutory re-enactment of modification of the Act) with regard to the preparation of annual report return and their transmission to the Commission). The Treasurer will ensure the accounts are audited by an elected Auditor each year).
Annual General Meeting
a) The Annual General Meeting of the Society shall be held in the month of April or as soon as practicable thereafter, when reports from the Management Committee and Youth Section Sub Committee and accounts for the past year, shall be presented. The Officers, other members of the Management Committee and an Auditor, for the ensuing year and the honorary Life Members, if any, elected and all general business transacted.
b) Every AGM shall be called by the Management Committee. The Secretary shall give at least twenty-one (21) days notice of the AGM to all members of the Society. All the members of the Society shall be entitled to attend and those over 18 years vote at the meeting.
c) The Management Committee shall present to each AGM the report and accounts of the Society for the preceding year.
d) Nominations for election to the Management Committee must be made by members of the Society in writing, with the nominee’s written consent and must be received by the Secretary at least fourteen (14) days before the AGM. Should nominations exceed vacancies, elections shall be by ballot.
e) All resolutions must be in writing and received by the Secretary a minimum of fourteen (14) days prior to the AGM.
Retirement of Officers and Management Committee
12. The Management Committee (including the Officers) and the Auditor shall retire annually but shall be eligible for re-election. The Chairman, Vice Chairman, Assistant Secretary, Treasurer’s Assistant (if applicable) and the remaining committee members may not stand for more than five (5) years consecutively in their current roles. This rule also applies to all sub-committees. The names of candidates for these vacated positions shall be sent to the Secretary in writing at least fourteen (14) days before the AGM. If more names are proposed than the number required filling the vacancies, there will be an election by ballot. If all the aforementioned positions shall not be filled at such a meeting or any vacancy shall occur the same shall be filled by the remaining members of the Management Committee.
Extraordinary General Meetings
13. An Extraordinary General Meeting of the Society may be called at any time at the discretion of the Management Committee and shall be called within 21 days from the receipt by the Secretary of a requisition in writing to that effect signed by at least twelve (12) members. Every such requisition shall specify the business for which the EGM is to be convened and no other business shall be transacted at such EGM.
Procedure at Extraordinary General Meetings
14. The Secretary or other person specially appointed by the Management Committee shall keep a full record of proceedings at every EGM of the Society.
Quorum at Extraordinary General Meetings
15. No business other than the formal adjournment of the EGM shall be transacted at any EGM unless a quorum is present and such quorum shall consist of twenty-five (25) present and entitled to vote.
Resolution at Extraordinary General Meeting
16. Unless otherwise provided by these Rules all resolutions brought forward at an EGM shall be decided by a bare majority of the votes properly recorded at such meeting and in the case of an equality of votes the Chairman shall have a second or casting vote.
Selection of Works
17. The Management Committee and Youth Section Sub Committee will select the productions and secure the dates for their prospective productions. The Management Committee will provide an overview of all productions.
Selection of Cast
18. The cast of any production shall be selected by the Director, Musical Director, Choreographer, if appropriate, plus one member of the Management Committee or Youth Section Sub Committee and the Management Committee will provide an overview.
Revision of Cast
19. The Management Committee or its appointed Sub Committee shall have power to revise the cast from time to time in consultation with the show Director; if any acting member to whom a character has been assigned shall, in its opinion, prove unsuitable for the part.
Obligations of Acting Members
20. Rule superseded by Dereham Theatre Company ‘Show Guidelines’ and ‘Disciplinary and Grievance Procedure’ (see separate documents for details), as created and approved by the Management Committee.
Control of Rehearsals
21. The Director or Assistant Director shall direct all stage rehearsals and Musical Director/Accompanist or Choreographer shall conduct all music/dance rehearsals.
Attendance at Rehearsals and Performances
22. Rule superseded by Dereham Theatre Company ‘Show Guidelines’ and ‘Disciplinary and Grievance Procedure’ (see separate documents for details), as created and approved by the Management Committee.
23. All monies due from Members in connection with the production and performance of any work shall be accounted for, and paid to the Treasurer by the last performance of any production.
24. Within two calendar months after the final performance of any work produced by the Society, the Management Committee shall prepare or cause to be prepared, a full statement of the receipts and expenses of each production and the same shall be open for the inspection of Members at such time and place as the Management Committee shall decide.
Recovery of Money due to the Society
25. All monies due and owing to the Society, including the subscriptions of Members, shall be recoverable at law in the name of the Management Committee.
Dissolution of Society
26. If the Management Committee decided that it is necessary or advisable to dissolve the Society it shall call a meeting of all members of the Society, of which not less that 21 days notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by three- quarters majority of those present and voting, the Management Committee shall have power to realise any assets held by or on behalf of the Society. 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 objectives similar to the Society as the members of the Society may determine, or failing that shall be applied for some other charitable purpose (A copy of the statement of accounts, or account or statement, for the final accounting period of the Society must be sent to the Charity Commission).
Alteration to Rules
a) No alteration of these Rules shall be made except at a General Meeting nor unless 21 days prior to such a meeting a written notice of the proposed alteration or of one substantially to the like effect shall have been given to the Secretary, who shall give 14 days notice thereof to the Members and the resolution embodying such proposed alterations shall be carried by a majority of at least three-quarters of the members present and voting at a General Meeting.
b) No amendment may be made at clauses 2, 26, 27 or this clause without prior consent of the Charity Commission.
This Constitution was approved by the Membership at an AGM on 24th April 2017.