Constitution

CENTRE STAGE LONDON
(FORMERLY CALLED BOTH BT CENTRE STAGE AND BRITISH TELECOM LONDON LIGHT OPERA GROUP)

RULES AND CONSTITUTION – ADOPTED BY A GENERAL MEETING ON 7 AUGUST 2015

1. NAME OF THE GROUP

The Group shall henceforth be called Centre Stage London with a working title of Centre Stage.

2. OBJECTIVES

The object of the Group shall be to educate the public in the dramatic and operatic arts and to further the development of public appreciation and taste in the said arts; and in furtherance of this object but not otherwise the Group through its Committee shall have the following powers:

2.1 to promote operas, operettas and other dramatic and operatic works of educational value ("Productions");
2.2 to perform or show any such Productions;
2.3 to purchase, acquire and obtain interests in the copyright of, or the right to perform, or show any such Production;
2.4 to purchase or otherwise acquire plant, machinery, furniture, fixtures, fittings, scenery and all other necessary effects;
2.5 to raise funds and invite and receive contributions from any persons whatsoever by way of subscriptions, donations and otherwise; provided that the Group shall not undertake any permanent trading activities in raising funds; and
2.6 to do all such other things as shall further the objects of the Group.

3. MEMBERSHIP

3.1 Members

3.1.1 There shall be two classes of members:

(a) Ordinary Members; and
(b) Honorary Life Members

and the term "Members" shall refer to both Ordinary Members and Honorary Life Members
3.1.2 The cast members in Productions shall be either Honorary Life Members or Ordinary Members and in addition to the Membership Subscription shall be encouraged pay donations for particular Productions as suggested by the Committee.

3.1.3 The Committee will keep an up to date list of Members at all times.

3.2 Ordinary Members

3.2.1 Ordinary Membership shall be open to anybody the Committee think fit to admit to Membership. The term "Ordinary Members" refers to those members who have fully paid the Membership Subscription at the relevant date.
3.2.2 All Ordinary Members shall pay an annual subscription fee ("Membership Subscription") as set at the previous Annual General Meeting (“AGM”).

3.3 Honorary Life Membership

3.3.1 Honorary Life Membership shall be granted by the Group (acting through the Committee) to persons who have rendered the Group exceptional service and the term "Honorary Life Members" refers to such members.
3.3.2 Honorary Life Members shall be entitled to vote at the AGM and shall be given two complimentary tickets for each Production.
3.3.3 Honorary Life Members are not required to pay the Membership Subscription.

3.4 Committee of Management

3.4.1 The Committee of Management ("Committee") shall consist of the following Committee Members elected at each AGM:

(a) Chairman

(b) Treasurer

(d) Business Manager

(together the "Required Number") plus a number of additional Members (for the avoidance of doubt, excluding the President) elected at the AGM but whose roles may be agreed amongst the committee in the following teams:

(e) Operations team: which may include roles such as Operations Manager and Operations Assistant;

(f) Business team: which may include roles such as Fundraising Manager;

(g) Membership team: which may include roles such as Membership Manager and Membership Officer; and

(h) Communications team: which may include roles such as Marketing Manager and Communications Manager, (together the

"Additional Number").

3.4.2 Following the election of Committee Members at the AGM, the President may request the production of references before such Committee Members are formally appointed.

3.4.3 Any Member may stand for election as a Committee Member

3.4.4 There shall be no limit on the number of Additional Number members and, during the year, the Committee Members may appoint additional Committee Members to be either the Required Number or the Additional Number as may be reasonably necessary for running the Group. Such additional Committee Members shall stand down at the next AGM for re-election. Again, the President may request the production of references before such Committee Members are formally appointed.

3.4.5 Together the Required Number plus the Additional Number shall be trustees of the Group.

3.4.6 Committee Members must be or become either Ordinary Members or Honorary Life Members.

3.4.7 The Committee may co-opt additional members (including, without limitation, a Producer for each Production, a Social assistant, a website assistant and a social media assistant) if necessary to conduct the Group’s affairs, but such co-opted members shall not have voting powers on the Committee.

3.5 President

3.5.1 Save as provided by paragraph 3.5.2, the President shall be elected at an AGM and the appointment shall endure for a term of four years commencing on the first day of January immediately following the date of the AGM (except where vacated earlier pursuant to paragraph 3.5.4 below).
3.5.2 The term of appointment for the President elected at the AGM held on 17 August 2012 commenced on 1 January 2013 and shall end on 31 December 2016 (except where vacated earlier pursuant to paragraph 3.5.4 below) and (except where vacated earlier pursuant to paragraph 3.5.4 below) the new President shall be elected at the AGM during 2016.
3.5.3 The President shall be entitled to attend Committee Meetings and vote at Committee Meetings.
3.5.4 The office of President shall be vacated before the term of four years expires, if:

(a) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(b) he is a person with mental disorder; or
(c) he resigns his office by notice in writing sent to the Committee; or
(d) he is absent from meetings of the Committee for six successive months without permission of the Committee.

in which case the new President shall be elected at the next AGM.
3.5.5 The President shall be entitled to sit on the audition panel for Productions.

4. FUNDS

4.1 The financial year of the group shall end on 5 April.

4.2 All property acquired or to be acquired on account, on behalf of the Group shall be the property of the Members, and shall be used only towards the promotion of the Group as set forth in these rules.
4.3 The Treasurer shall maintain a full record of receipts and payments and prepare an Annual Statement at the end of each financial year showing full particulars of all receipts and payments for the previous year.
4.4 All monies shall be paid as soon as possible into the Group’s bank account.
4.5 All cheques etc for payment from the Bank account shall be signed by the Treasurer and either the President, the Chairman or Business Manager or Secretary or any other Committee member mandated by the Committee from time to time. However, as long as the Treasurer agrees, cheques etc for payment from the Bank account may instead be signed by any two of the Treasurer, Chairman, Business Manager, Secretary and any other Committee Member mandated by the Committee.

4.6 The Committee Members shall decide which of the Committee Members shall have access to the online banking facility. Online payments from the Bank account shall be:

4.6.1 authorised by both the Treasurer and the Chair before the online transaction is processed (and a written record of that

authorisation shall be retained by the Treasurer) and for the avoidance of doubt, where either the Treasurer or Chair is the

person processing the on-line transaction, authority is required by one further Required Member or the President;

4.6.2 limited to a maximum aggregate payment of £2,500 per day

5. AUDITORS

5.1 At each AGM, two Auditors (who, for the avoidance of doubt need not be a statutory auditor for the purposes of the Charities Act 1993 (as amended by the Charities Act 2006) or a member of a body specified in regulations made under section 44 of the Charities Act 1993 (as amended by the Charities Act 2006)) for the ensuing year shall be elected to undertake an audit or independent examination
5.2 The Auditors shall have the power to call for and examine such any documents and records as they may deem desirable. They shall also have the power to examine the books of the Group at any time.
5.3 The Auditors shall report to the Group any discrepancies not explained to their satisfaction, and expenditure not in accordance with these rules, or any other matter they see fit.
5.4 Casual vacancies among the Auditors may be filled by Auditors appointed by the Committee.
5.5 Members of the Committee shall be banned from the office of Auditor.
5.6 The Treasurer’s Annual Statement shall be fully examined and certified by the Auditors. Thereafter, the statement shall be submitted to the Committee and to the AGM and, after approval, circulated to all members.

6. MEETINGS

6.1 General Meetings

6.1.1 1.1.1 An Annual General Meeting ("AGM") shall be held no later than the end of September each year, at which:

(a)

(i) report on the year's activities; and

(ii) Financial Statement for the previous year,

shall be presented by the Committee;

(b) the Committee Members shall stand down and new Committee Members shall be re-elected.
6.1.2 The AGM shall be called by the Committee and shall be convened at not less than 14 days notice to all Members.
6.1.3 A Special General Meeting shall be convened at not less than 14 days notice whenever the Committee deem it expedient, or where 30% of the Members so request in writing – the meeting being held within 28 days of receipt by the Secretary of such a request.
6.1.4 Agendas for General Meetings shall be made Members at least 14 days in advance.
6.1.5 No business shall be transacted at a General Meeting unless a quorum is present. [Ten] Members (including proxies) shall constitute a quorum.
6.1.6 If such quorum is not present within one hour from the time appointed for the General Meeting, or if during the meeting, such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or such other time and place as the Committee may determine.

6.1.17 Every Member has one vote at a General Meeting.

6.2 Committee Meetings

6.2.1 Committee Meetings shall be held at least once a quarter. Any Required Number or Additional Number member of the Committee

may request that the Secretary convene a Committee meeting, who shall do so at the earliest opportunity giving 14 days notice.

6.2.2 At each Committee meeting, the Committee shall:

(a) be chaired by the Chair (or if (s)he is absent the Business Manager); and

(b) review the status of any bank accounts of the Group.

6.2.3 The Committee may, at their discretion (but not in place of their quarterly meetings) decide to agree matters by way of email or on-

line correspondence, rather than meeting in person

6.2.4 If Committee Members have a conflict of interest they must declare it and leave the Committee Meeting while this matter is being

discussed or decided and shall not constitute a quorate Committee Member for that particular matter.

6.2.5 6 Committee Members shall form a quorum for any meeting or decision (whether online or in-person).

6.2.6 The Committee shall have the power to invite a Production team for each Production.

6.2.7 The final choice of each Production shall rest with the Committee, the choice being made with regard to:

(a) the financial resource of the Group;

(b) the artistic capabilities of the membership;

(d) the preference, if any, of the members.

7. REHEARSALS

7.1 Arrangements for rehearsals shall be made by the Production team
7.2 The Committee shall be empowered to expel or suspend any cast member from the Production after an absence of three consecutive rehearsals without adequate reason.

8. PERFORMANCE

Participation in actual Productions shall be subject to attainment of a suitable artistic standard as assessed by the Production team and agreed by the Committee

9. ALTERATION TO THE RULES

9.1 The rules may be altered only by a 60% majority at a General Meeting.
9.2 The Committee Members may make reasonable additional rules to help run the charity. These rules must not conflict with this constitution or the law.

9.3 No alteration to these rules or any additional rules may be made which shall cause the Group to cease to be a charity in law.

10. INTERPRETATION OF THE RULES

10.1 The interpretation of these rules shall be with the Committee.
10.2 The Committee shall be empowered to act on any matter where these rules are silent.

11. DISSOLUTION

11.1 If upon dissolution of the Group there remains, after the satisfaction of all debts and liabilities, any property whatsoever; this shall not be paid or distributed among the Members but shall be given or transferred to a charitable body or bodies having similar objectives.

11.2 Where a liability has been properly incurred by the Committee but there are insufficient assets to meet the liability, the deficit will be shared equally between all Ordinary Members, including ex-members if they were a party to or a supporter of the activity that incurred the debt.

12. NOTICES

A notice or other document or information to be sent or given to or by any person under these rules shall be in writing and may be sent using electronic communication to an electronic address from time to time notified for that purpose to the person sending the notice or other document or information.

END OF RULES AND CONSTITUTION