The name of the Association is The Buxton Festival Fringe (hereinafter called "the Association")
2. OBJECTS AND POWERS
(a) The Association is established to promote, maintain, improve and advance education particularly by the production of educational plays and the encouragement of the Arts including the Arts of Drama, Mime, Dance, Singing and Music and formulate, prepare and establish schemes therefore, provided that all objects of the Association shall be of a charitable nature.
(b) In furtherance of the said objects but not otherwise the Association may:-
(1) Employ and pay any person or persons not being members of the Executive Committee to supervise, organise and carry on the work of the Association and make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependants.
(2) Promote and carry out or assist in promoting and carrying out research, surveys and investigations and publish the useful results thereof.
(3) Arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures, classes, seminars and training courses.
(4) Collect and disseminate information on all matters affecting the said objects and exchange such information with other bodies having similar objects whether in this country or overseas.
(5) Undertake, execute, manage or assist any charitable trusts which may lawfully be undertaken, executed, managed or assisted by the Association.
(6) Cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets or other documents or films or recorded tapes (whether audio or visual or both) as shall further the said objects.
(7) Purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said objects and construct, maintain and alter any buildings or erections necessary for the work of the Association.
(8) Make regulations for any property which may be so acquired.
(9) Subject to such consents as may be required by law, sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association.
(10) Subject to such consents as may be required by law, borrow or raise money for the said objects and accept gifts on such terms and on such security as shall be deemed to be necessary.
(11) Raise funds and invite and receive contribution from any persons whatsoever by way of subscriptions and otherwise PROVIDED THAT the Association shall not undertake permanent trading activities in raising funds for the said objects.
(12) Invest the monies of the Association not immediately required for the said objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law.
(13) Do all such other lawful things as are necessary for the attainment of the said objects.
(a) Full membership of the Association shall be open to:-
(1) Individuals of 18 years and over who are interested in furthering the work of the Association and who have paid the annual subscription as laid down from time to time by the Executive Committee hereinafter mentioned and
(2) Representatives of organisations interested in furthering the work of the Association and who have paid the annual subscription as laid down from time to time by the Executive Committee hereinafter mentioned.
(b) Each member organisation shall appoint one individual person to represent it and vote on its behalf at General Meetings of the Association. In the event of such individual person resigning or otherwise leaving an organisation, he or she shall forthwith cease to be a representative thereof.
(c) Each member organisation may appoint:-
(1) A deputy to replace its appointed representative if the latter is unable to attend any particular meeting of the Association and
(2) Observers (who shall not be entitled to vote) to attend any such meeting.
(d) Junior membership shall be open to those under the age of 18 years who are interested in furthering the work of the Association. Junior members shall not be entitled to vote.
(e) Honorary members may be appointed at the discretion of the said Executive Committee. Honorary members shall not be entitled to vote.
(f) The said Executive Committee shall have the right:-
(1) To approve or reject applications for membership, and
(2) For good and sufficient reason to terminate the membership of any individual or organisation PROVIDED THAT the individual member concerned or the individual representing such organisation (as the case may be) shall have the right to be heard by the said Executive Committee before a final decision is made.
4. HONORARY OFFICERS
(a) At the Annual General Meeting hereinafter mentioned the Association shall elect a Chair, a Vice-Chair, a Treasurer, a Secretary and such other Honorary Officers as the Association shall from time to time decide.
(b) The Chair and the Honorary Officers of the Annual General Meeting of the Association shall hold office until the conclusion of the Annual General Meeting next after their election but shall be eligible for re-election.
(c) The Chair and the Honorary Officers shall be ex officio members of the Association, the said Executive Committee and of any other Committee.
(d) The Association may appoint one or more auditors and may determine their remuneration (if any).
5. EXECUTIVE COMMITTEE
(a) Subject as hereinafter mentioned the policy and general management of the affairs of the Association shall be directed by an Executive Committee (hereinafter called "the Committee") which shall meet not less than 4 times a year and when complete shall consist of not less than ten members.
(b) The members of the Committee shall be elected at the Annual General Meeting of the Association in accordance with Clause 6 hereof.
(c) Election to the Committee shall be for one year.
(d) In addition to the members so elected and to those serving by virtue of Clause 4 (c) hereof the Committee may co-opt further members being full members of the Association whether individual or representative or a combination of both who shall serve until the conclusion of the next Annual General Meeting after individual co-option, but so that no-one may be appointed as a co-opted member if as a result more than one third of the members of the Executive Committee would be co-opted members. Co-opted members shall be entitled to vote at meetings of the Committee.
(e) Any casual vacancy in the Committee may be filled up by the Committee and any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for election at that meeting.
(f) The proceedings of the Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.
(g) The Committee may appoint and fix the remuneration of a General Secretary (and of all such other staff not being members of the Committee) as may in their opinion be necessary.
(h) The Committee may appoint such special standing committees consisting of three or more members of the Executive Committee as may be deemed necessary by the Committee and shall determine their terms of reference, powers, and duration. All acts and proceedings of such special or standing committees shall be reported back to the Committee as soon as possible.
6. MEETING OF THE ASSOCIATION
(a) The Annual General Meeting of the Association shall be held at such time (not being more than 15 months after the holding of the preceding Annual General Meeting) and place the Committee shall determine. At least 21 clear days' notice shall be given in writing by the Secretary to each member. At such Annual General Meeting the business shall include the election of honorary officers; the election of full members to serve on the Committee; the appointment of the auditor or auditors; the consideration of an annual report of the work done by or under the auspices of the Committee and of the audited accounts; and the transaction of such other matters as may from time to time be necessary.
(b) The Chair of the Committee may at any time at his/her discretion and the Secretary shall within 21 days of receiving a written request so to do, signed by not less than 10 full members whether individual or representative, and giving reasons for the request, call a Special General Meeting of the Association.
7. NOMINATIONS OF HONORARY OFFICERS AND COMMITTEE MEMBERS
Only full members of the Association whether individual or representative shall be eligible to serve as Honorary Officers or members of the Committee. Nominations for Honorary Officers or members of the Committee must be made by full members of the Association. Should nominations exceed vacancies, election shall be by ballot.
8. RULES OF PROCEDURE AT ALL MEETINGS
(1) The quorum at a meeting of the Executive Committee or any Committee appointed under Clause 5(h) hereof shall be one third of the membership of the Committee for the time being or three members which ever is greater.
(2) The quorum at a meeting of the Association shall be one tenth of the total actual membership of the Association for the time being or ten members whichever is the greater.
(b) Voting Save as otherwise herein provided, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. Arrangements for proxy voting may from time to time be made by the Committee PROVIDING ALWAYS THAT no such arrangements shall be made with regard to clause 10 hereof. No person shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests, but in case of an equality of votes the chair of the meeting shall have a second or casting vote.
(c) Minutes Minutes shall be kept by the Committee and all other committees, and the appropriate secretary shall include therein a record of all proceedings and resolutions.
(d) Standing Orders and Rules The Committee shall have power to adopt and issue Standing Orders and/or Rules for the Association. Such Standing Orders and/or Rules shall come into operation immediately PROVIDED ALWAYS that they shall be subject to review by the Association in General Meeting and shall not be inconsistent with the provisions of this Constitution.
(a) All moneys raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Association not being a member of the Committee or the repayment to members of the Committee appointed under Clause 5(h) hereof of reasonable out-of-pocket expenses.
(b) The Honorary Treasurer shall keep proper accounts of the finances of the Association.
(c) The accounts shall be audited at least once a year by the auditor or auditors appointed at the Annual General Meeting.
(d) An audited statement of the accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting as aforesaid.
(e) The funds of the Association bank account shall be deposited with the Britannia Building Society, Buxton, Derbyshire, or with such other building society or bank as the Committee shall from time to time decide. The Committee shall authorise in writing the Treasurer, the Secretary of the Association and two members of the Committee to sign cheques on behalf of the Association. All cheques other than cheques issued by a building society must be signed by not less than two of the four authorised signatories.
10. ALTERATIONS TO THE CONSTITUTION
Any alteration of this Constitution shall receive the assent of not less than two-thirds of the full membership of the Association for the time being whether individual or representative present and voting at a meeting specially called for the purpose PROVIDED THAT notice of any such alteration shall have been received by the Secretary not less than 21 clear days before the meeting at which the alteration is to be proposed. At least 14 clear days' notice in writing of such a meeting, setting forth the terms of the alteration, shall be sent by the Secretary to each member of the Association PROVIDED THAT no alteration shall be made which would have the effect of causing the Association to cease to be a Charity at law, providing that no amendment may be made to clause 2(a), Clause 11 or this Clause without the consent in writing of the Charity Commissioners.
If the Committee by a simple majority decide at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association, it shall call a meeting of all members of the Association who have the power to vote, of which meeting not less than 21 days notice (stating the terms of the Resolution to be proposed thereat) shall be given. If such a decision shall be confirmed by a simple majority of those present and voting at such meeting the Committee shall have power to dispose of any assets held by or on behalf of the Association. 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 objects similar to the objects of the Association as the Committee may determine.
Any notices may be served by the Secretary on any member either personally or on its appointed representative as the case may be, or by sending it through the post in a prepaid letter addressed to such member as his, her or its last known address in the United Kingdom, and any letter so sent shall be deemed to have been received with ten days of posting.
For the interpretation of this Constitution, the Interpretation Act, 1978, shall apply as it applies to the interpretation of an Act of Parliament.