Derby Shakespeare Theatre Company

Established 1909 - Registered Charity No. 228898

Rules

1. The name of the Company shall be "The Derby Shakespeare Theatre Company", hereinafter referred to as "the Company".
2. The object of the Company shall be the study and performance of the plays of William Shakespeare.
3. The Officers and Trustees of the Company shall comprise:-
   1. Honorary Officers
      The President (who shall be an ex-officio member of all Committees)
      Vice Presidents (up to a maximum of three at any one time)
      Secretary
      Treasurer
      Business Manager
      Membership Secretary
      (All of whom shall be elected at the Annual General Meeting under Rule 9a).
   2. Trustees
      The number of Trustees shall not be less that two and not more than six.
   3. Professional Officers
      Auditors (who shall be elected at the Annual General Meeting in accordance with Rule 9a).
4. The General Committee ("the Committee"):-
   1. shall consist of:-
      The Secretary, Treasurer, Business Manager, Membership Secretary, and producers of the current productions, together with six other Members who shall be elected at the Annual General Meeting in accordance with Rule 9b;
   2. Shall elect its own Chairman and Vice Chairman from amongst its members;
   3. Shall have the power to co-opt not more than two additional members who shall retire at the next following Annual General Meeting;
   4. Shall have the power to co-opt members to fill casual vacancies during the year who shall retire at the next following Annual General Meeting;
   5. Five member of the Committee present in person and of whom not more than two shall have been co-opted under sub-clauses (c) and (d) hereof shall form a quorum;
   6. The Committee shall appoint members of the Company to be Trustees of the Company.
   7. The Committee shall have power to appoint members to serve on the following Sub-Committees:-
      

      Finance

      (to include the Secretary, Treasurer, Business Manager and Chairman of the Committee);

      House

      (to include the Trustees, the Chairman of the Committee and the Treasurer);

      Social

      Publicity

      (to include the Business Manager, Producers and Chairman of the Committee).

      
      and such other Sub-Committees as the Committee may from time to time decide; all Sub-Committees shall report on the proceedings of their Meetings to the Secretary of the Committee.
5. The Trustees
   1. The Trustees shall hold office for life or until resignation or until removed from office by a resolution of the Committee
   2. The freehold property of the Company shall be vested in the Trustees. The Trustees must deal with the freehold property of the Company as directed by resolution of the Committee. Day to day matters of the freehold property may be dealt with by the House Committee, without further reference to the Committee.
   3. The Trustees shall be indemnified against risk and expense out of the Company property and assets.
6. Membership

   The membership shall consist of Full Members and Associate Members. An Associate Member shall mean a person who is under 18 years of age or who shall satisfy such other conditions as the Committee may from time to time determine.

   A Full Member shall mean any other Member.

   All Members may participate in all activities of the Company except that only Full Members, whose subscriptions are currently paid up, shall be entitled to vote at General Meetings.

   1. Applications for Membership must be submitted in writing to the Secretary on the appropriate form. Such applications must be proposed and seconded by Full Members of the Company. The Committee shall consider all such applications and may accept or reject any application at its discretion without being required to give a reason therefor.
   2. The Annual Subscription for Full Members and Associate Members shall become due and payable in advance on the 1st April in each year and shall be such sums as the Company may in General Meeting from time to time determine. The Treasurer shall submit to the Committee a list of any members whose subscriptions remains unpaid for more than 12 months after a demand in writing has been made. The Committee may thereupon exclude such Members from membership of the Company but may reinstate them on payment of all arrears at its discretion.
7. General Meetings
   1. The Annual General Meeting shall be held as soon as practical after the end of each financial year, of which not less than 14 days' notice in writing shall have been given to all Members together with a statement of the business to be conducted and a copy of the Accounts and Balance Sheet for the preceding year.
   2. On the direction of the committee or within 35 days of receipt of a requisition signed by not less than 20 Full Members of the Company, the Secretary shall convene and Extra-Ordinary General Meeting of which not less than 14 days notice in writing shall have been given to all Members. Only the business stated on the agenda shall be discussed at such Extra-Ordinary General Meeting.
   3. The Chairman at any General Meeting and the Chairman of any Committee or any Sub-Committee shall have, in the event of an equality of votes, a second or casting vote.
8. Finances
   1. The financial year of the Company shall end on the 31st March in each year. A statement of Accounts and Balance Sheet for the financial year shall be prepared showing separate particulars of the House Account, Productions Account and the General Account of the Company and shall be circulated to all Members under Rule 7(a) with the Agenda for the Annual General Meeting.
   2. Any surplus funds of the Company, whether Income or Capital, shall not be distributed amongst its Members but retained in the Company for the furtherance of its objects. The Committee shall have power to make donations to approved Charities out of its surplus funds and should the Company be wound up, all surplus funds shall be distributed to approved Charities and no part to Members of the Company.
   3. Following a resolution from a General Meeting of the Company, convened under Rule 7, the Committee may borrow money but at any time the total of all borrowings shall not exceed the current value of the Company's assets. The Trustees must at the direction of the Committee make any disposition of the Company's freehold property as the Committee think proper to give security for the load and interest. Every member of the Company, whether he or she votes on a resolution authorising borrowing or not, and everyone becoming a member of the Company after the passing of such a resolution, is deemed to have assented to the resolution as if he or she had voted in favour of it.
   4. Apart from borrowing, the Committee may raise money, in addition to subscriptions from members, by whatever means it may deem appropriate, including selling of tickets, rents and fees from letting its premises or for services and other sources including donations, legacies and grants in aid.
9. Elections
   1. With the exception of the Vice Presidents and the Trustees, who shall retain office for life, all the other Officers of the Company shall retire at the next following Annual General Meeting. A retiring Officer shall be eligible for re-election at that Annual General Meeting.
   2.  
      1. At each A.G.M., two of the elected other members shall retire from office. The Members to retire in every year shall be those who have been longest in office since their last election but, as between members who were elected on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by a lot. A retiring member shall not be eligible to stand for election to the Committee under Rule 9(b)(ii) in that year. However, a retiring member shall be eligible to stand for an officer position under Rule 9 (a).
      2. At the A.G.M. in every year there shall be elected to the Committee such number of other Members as is necessary to make the total number of other members on the Committee equal to six.
   3. All co-opted Members shall retire at each A.G.M. A retiring co-opted Member shall be eligible for election to the Committee at that A.G.M. under rule 9(a) or 9(b).
   4. Nominations for election to the Committee, proposed and seconded by Full Members of the Company, shall be made in writing to the secretary. Such nominations shall be counter-signed by the nominee and shall be lodged with the Secretary prior to the Annual General Meeting or during the A.G.M. (up to the closing point for nominations as declared by the Chairman of the Meeting).
10. Notice of any proposed alteration to these Rules must be given to the Secretary in writing not less than 28 days before a General Meeting and full details shall be included in the notice convening the Meeting issued in accordance with Rule 7(a) or 7(b).
11. Shakespeare's Birthday shall be celebrated by a Social Evening or other event approved by the Committee on a date as near as may be practicable to the 23rd April.

(Note: These rules adopted at General Meeting on 27th February 1997)