Wakefield Gilbert and Sullivan Society

Constitution and Rules

1. Title: The Society shall be called “The Wakefield Gilbert and Sullivan Society” hereinafter to be referred to as “the Society”.

2. Objects: The objects of the Society are to entertain the public with particular reference to performing the works of Gilbert & Sullivan.

3. Powers: In furtherance of these objects but not otherwise the Society through its Executive Committee may exercise the following powers:

  1. Promote and perform the works of Gilbert & Sullivan and perform other musical entertainments as considered appropriate by the Executive Committee;
  2. Purchase, hire, or otherwise acquire plant, machinery, furniture, fixtures, fittings, scenery and all other necessary effects and services;
  3. Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise, provided that in raising funds the Society shall conform to any relevant requirements of the law;
  4. Sell, lease, rent, or dispose of all or any part of the property of the Society, subject to any consents required by law;
  5. Do all such other lawful things as are necessary for the achievement of the objects of the Society.

4. Management: The management of the Society shall be entrusted to an Executive Committee which shall consist of a President (ex-officio), Chairman, Secretary, Treasurer, Business and Publicity Manager, Ticket Secretary, and 4 elected members, one of whom will be appointed Vice-Chairman. Officials of the Society are to be elected annually. Committee members other than the named officials are to be elected for a period of 2 years.

No member of the Executive Committee shall acquire any interest in property belonging to the Society or receive remuneration or be interested (otherwise than as a Member of the Executive Committee) in any contract entered into by the Executive Committee.

5. Delegated powers: In extraordinary circumstances – where it is not practicable for normal procedures to be followed – the Chairman of the Executive Committee may exercise responsibility for making decisions on behalf of the Executive Committee, and any sub-committee, subject to consent by at least two other members of the Executive Committee. Such decisions shall be reported to the full Executive Committee at the earliest possible opportunity.

(Rule 5 shall be subject to reaffirmation by the Executive Committee at its first meeting in each Society financial year.)

6. Power to co-opt: The Executive Committee shall have the power to co-opt any person(s), who shall be entitled to vote at Executive Committee meetings.

7. Honorary President: The Executive Committee will invite a suitable person to be Honorary President of the Society.

8. Artistic and Musical Appointments: The Executive Committee shall appoint, annually, the Artistic Director, Musical Director and Accompanist.

9. Meetings of the Executive Committee: The Executive Committee shall normally meet once a month and at other times as the Chairman shall deem it necessary. 5 members of the Executive Committee shall form a quorum. Decisions shall be made by a simple majority. In the event of a tied vote, the Chairman shall have a casting vote. Minutes shall be taken of the proceedings and shall be displayed at rehearsals shortly afterwards.

10. Sub-committees: The Executive Committee may appoint Sub-committees for particular purposes when required, who shall report periodically to the Executive Committee and shall conduct their business according to directions from the Executive Committee.

11. Membership: Membership shall be open to all those interested in the objects of the Society, who may become performing or non-performing members. Applications will be considered from all, but may be declined should the Society not have the resources (as an amateur Society) to comply with legislation governing any individual’s membership.  An annual subscription fee shall be determined at the Annual General Meeting, 50% to be payable in September and 50% to be payable in January. The membership year commences on 1st September and ends on 31st August.

The Executive Committee shall have the power to remit part of the fee for any member joining the Society after the 1st January in any Society financial year.

The Executive Committee shall have power by simple majority to suspend any member whose subscription remains unpaid after  31st January in any Society financial year from exercising all or any of the privileges of membership until his or her subscription is paid.

Only fully paid up members over the age of 18 years shall be entitled to vote at the Annual General Meeting.

The Executive Committee by a unanimous vote may remove from the list of Members the name of any Member whose conduct it considers inappropriate or unsuitable, but such member shall have the opportunity to be heard by the Executive Committee prior to such decision being implemented.

12. Classes of membership:

a. Full Performing member.

b. Non-Performing member (a member who chooses not to appear in the Society’s main annual performance).

c. Junior member (under the age of 18 years on 1st April in any Society year).

d. Honorary Life member (to be appointed by a resolution agreed unanimously by the Executive Committee and reported at the following Annual General Meeting).

e. Vice-Presidents and Patrons

13. Annual General Meeting: Twenty-eight days’ notice of the Annual General Meeting shall be given to the Members in writing. The Annual General Meeting will be held between the 1st June and 31st August in each year. The Executive Committee shall have the power to determine the exact date.

The Annual General Meeting shall meet for the following purposes:

a. To receive from the Chairman of the Executive Committee a report, and an independently examined balance sheet and statement of accounts for the preceding financial year.

b. To fill the vacancies on the Executive Committee and to appoint the Officers and a competent independent examiner of accounts (who shall not hold any other office).

Nominations for election to the Executive Committee must be proposed by a Member and have the consent of the nominee, and be submitted to the Secretary not less than 7 days before the Meeting.

The Chairman of the meeting shall have the power to fill positions remaining vacant by direct appeal to the members present.

c. To determine the annual subscription of each category of membership.

d. To discuss and vote upon any resolution which may have been submitted to the Secretary at least 35 days before the Meeting.

14. Extraordinary General Meetings: The Executive Committee may call for any special purpose an Extraordinary General Meeting, and it shall do so within 28 days upon the request in writing of not less than 10 members eligible to vote, stating the purpose for which the meeting is required.

15. Procedure at General Meetings: At all General Meetings the President or, in his absence, a member of the Executive Committee shall take the chair. Every paid up member eligible to vote and present shall be entitled to one vote upon each motion, and in case of an equality of votes the Chairman of the meeting shall have a casting vote. Voting shall be by show of hands. The quorum will be 10 members eligible to vote.

16. Finance:

Financial Year: The financial year of the Society shall end on 31st May.

  1. The funds of the Society shall be applied solely in furthering the objects of the Society.
  2. The funds of the Society, including all members’ fees, donations, box office income and bequests shall be paid into an account or accounts operated by the Executive Committee in the name of the Society at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the accounts, or other instructions to the bank, must be signed by at least 2 members of the Executive Committee.
  3. 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.
  4. No expenditure shall be incurred by any member of the Society without the authority of the Treasurer or Secretary or Chairman – except expenditure incurred by the Chairman of the Executive Committee using delegated powers in accordance with paragraph 4 of these rules.  All expenditure shall be reported to the Executive Committee in a timely fashion.
  5. The Treasurer shall be responsible for accurately recording all payments from and receipt of monies due to the Society and providing a Balance Sheet and Statement of Accounts for each financial year and shall be responsible for providing these documents to the Independent Examiner of accounts in a timely manner.  The Statement of Accounts shall include a separate Production Account giving a full statement of the receipts and expenses of the annual production.

    17. Selection of Cast:

    a. Only paid up Performing members are eligible to be members of the cast and may be required to audition.

    b. The principals shall be selected by an auditioning sub-committee of no fewer than 3 and no more than 5 people. The auditioning committee should include the Musical Director and the Artistic Director, with other members decided by the Executive Committee.

    c. Notwithstanding the above, non-members may be invited to participate at the discretion of the Executive Committee.

    18. Show Selection: The Executive Committee shall select the works to be produced by the Society and shall determine the dates of productions.

    19. Dissolution of the Society: The Society shall be dissolved only by resolution passed by at least two-thirds of the Members eligible to vote and present and voting at an Extraordinary General Meeting called for the purpose of considering such dissolution.

    In the event of dissolution any assets remaining in hand after the realisation of assets and payments of debts shall not be distributed among the members of the Society.  Such residual assets shall be paid, distributed or transferred to charitable institutions as the Executive Committee with the consent of the meeting shall determine.

    20. Liability: Where authorised by the Executive Committee, a member of the Society has entered into a contract for goods or services on behalf of the Society, the Society shall indemnify that member against personal liability.  The Society is an unincorporated body and its debts shall therefore be apportioned jointly & severally across all members.

    21. Interpretation of rules: The Executive Committee shall be the sole authority for the interpretation of these rules.

    22. Alteration to rules: No alteration of these Rules shall be made except at a General Meeting nor unless 28 days’ notice thereof shall have been given to the members. The resolution embodying such proposed alteration shall be carried by at least two thirds of the members present and eligible to vote at the General Meeting, voting in favour of the changes.

    May 1992, amended July 2007, August 2010.

    Extensively revised March/April/May 2011

    Revised August 2012 following EGM on 31/07/13