KMTC Constitution & Rules

Contents
1. Name of Group & Objectives
2. Membership of KMTC
3. Subscriptions & Performance Fees
4. Resignation, suspension and expulsion
5. Confidentiality
6. Appointment and removal of Officers
7. Management of Group
8. Powers of Executive Committee
9. Executive Committee delegation
10. Executive Committee expenses
11. Annual General Meeting (AGM)
12. Extraordinary General Meeting (EGM)
13. Quorum at meetings
14. Voting at meetings
15. Production Arrangements
16. Finance
17. Dissolution
18. Breach of Rules
19. Miscellaneous matters
20. Definitions

Updated: 16th May 2019

Rules of Keighley Musical Theatre Company (KMTC)

Affiliated to the ‘National Operatic and Dramatic Association’ (NODA)

KMTC Rehearsal Studios, Aire Valley Business Centre, Lawkholme Lane, Keighley BD21 3TZ

1. Name of the Group & Objectives

The name of the Group is ‘Keighley Musical Theatre Company’ (KMTC).

The objectives of KMTC are:

1.1. to promote the amateur s r stage production of p f plays, musicals, pantomimes and other
works suitable for stage production.

1.2. to raise funds whether b r by way of e f events and activities of a f a fund-raising nature such
as fairs, fetes and raffles, competitions and appeals or by way of ticket sales for
performances.

1.3. to hire halls, theatres and other venues suitable for the productions described
above.

1.4. to find and invite amateur stage performers and professional stage performers to
give their services free to the productions of the Group.

1.5. to make arrangements for collecting make-up, costumes and sets appropriate for
the production and the making of arrangements for their storage and safekeeping.

1.6. to secure such licences as may be required for the production of stage plays,
musicals and pantomimes and ancillary matters.

1.7. to provide educational facilities and materials to inform people in the locality about
productions.

1.8. to undertake such other activities as may promote the above objects, including the
liaison and co-operation with similar a r associations which could benefit the Group and
its members.

1.9. To provide opportunities for y r young people to participate in ‘all age’ productions.

1.10. To serve the Community when and wherever possible.

2. Membership of KMTC

2.1. Full Membership shall be open to any person over the age of 18 years. F . Full
members may be nominated for the Executive Committee (after h r having been a
member for two years) and attend and vote at the AGM and any EGM.

2.2. Junior/Youth Membership – Junior/Youth members may attend the AGM and any
EGM but cannot vote.

2.3. Honorary Life Members (nominated by the Executive Committee and decided at
an AGM) cannot serve on the Executive Committee but have full voting rights at the
AGM and any EGM. Honorary Life Members are not required to pay subscriptions.

2.4. A Member cannot transfer Membership to any other person.

2.5. Any person may join the KMTC by confirming that they will comply with these Rules.

2.6. The Committee reserves the right to reject or accept the application for membership
of KMTC.

2.7. It i It is a condition of m f membership that members adhere to the KMTC’s rules,
particularly, but not exclusively, in relation to:

• Guidelines provided on the use of Social Media
• Safeguarding of young people and vulnerable adults
• Health & Safety
• The KMTC General Data Protection Regulation (GDPR) Policy
• Respect and consideration for other members at all times
• Good attendance and cooperation at re t rehearsals

3. Subscriptions & Performance Fees
3.1. Full Members and Junior/Youth Members are required to pay a subscription fee
each year.

3.2. A Member’s annual subscription shall be such as the Members determine at the
AGM. Current subscription fees are published on the KMTC website and will be
provided to members when they join the group.

3.3. Subscriptions are due from the date of th f the AGM in every year for the period until
31st March in the following year.

3.4. Any member taking part as a performer in a production will be required to pay a
‘performance fee’. Current performance fees are published on the KMTC website
and will be provided to members when they audition for a production.

4. Resignation, suspension and expulsion
4.1. A Member may resign from the Group by informing the Committee in writing of their
intention to do so. The resignation will take effect at any time before the next AGM.

4.2. The Committee has the power to:

4.2.1 suspend (for a period not exceeding twelve months); or

4.2.2 expel any Member who infringes any of these Rules or whose
conduct, (in the Committee’s opinion) is harmful to the good name of
the Group or renders them unfit for Membership.

4.3. No Member shall be suspended or expelled without first being given the full
opportunity of being heard and to defend themselves before the Committee.

4.4. Suspension or expulsion shall not be permitted without a vote of at least 5 of the
members of the Committee in a majority vote.

4.5. A suspended member shall not be elected as an Officer nor be entitled to vote at
any meeting.

4.6. If a If a Member c r chooses to resign or i r is suspended or e r expelled in accordance with this
paragraph, no part of their subscription shall be refundable.

4.7. Expulsion shall be permanent.

5. Confidentiality

5.1. Each Member agrees and undertakes that they will:

5.1.1 not remove from the Group’s premises or copy or allow anyone else to
copy from any document or digital data source unless authorised to do so;

5.1.2 in respect of any part of the Confidential Information of the Group, from
today until the expiry of fi f five years from the date of te f termination of th f the
Membership, keep it secret and not divulge or make it known to anyone nor
use it for the benefit of themselves or any other person.

6. Appointment and removal of Officers

6.1. The Executive Committee shall be made up of 13 members, i , including all of th f the
officers. Office holders and Committee Members shall hold office for one year with
the exception of u f up to six committee members who may become ‘Permanent
Members’ after serving at least five years, having been elected by the committee.

6.2. Seven members plus any vacancies created as a result of resignation of a
permanent member w r will be elected at th t the annual AGM.

6.3. The Officers shall be:

6.3.1 President, (a permanent role, once elected by the Executive Committee)

6.3.2 Chair

6.3.3 Minuting Secretary

6.3.4 Treasurer

6.3.5 Children’s Officer

6.4. Any Committee Member may nominate a member (including themselves) a ) and may
vote to appoint an Officer.

6.5. Full Members are eligible for election to the Executive Committee after being a paid
member for one year. Members shall write to the Chair to state their w r wish to stand
for election at least 7 days before an Annual General Meeting; th ; their n r nomination
should be seconded by one other member.

6.6. At the general meeting, a vote shall be taken on the appointment to the Committee
of each nominated Member. The Members polling the highest number of votes shall
be appointed as Committee members. No Member shall vote for his own
appointment.

6.7. The Executive Committee may appoint ‘ex-officio’ members at any time. Such
members would take a full part in Executive Committee meetings.

7. Management of the Group

7.1. Subject to a vote of the Members at an AGM, the management a t and control of th f the
Group shall be vested in the Executive Committee which shall meet as required to
organise the Group. The Executive Committee may establish sub-committees as
may be required.

7.2. The quorum for the Executive Committee meetings shall be at least five members.

7.3. A decision of the Executive Committee on any of the following matters must be
ratified by a majority vote at an AGM or EGM and the details must be published in
advance of the meeting to:

7.3.1 change the Rules of the Group;

7.3.2 change the constitution of the Group;

7.3.3 buy or rent any property for the use of the Group;

7.3.4 dissolve the Group;

7.3.5 change Subscription and/or Performance Fees.

8. Powers of The Executive Committee

The Executive Committee’s powers shall include, but not be limited to:

8.1. filling any vacancy on the Executive Committee from among existing Members on
an ex-officio basis until the next AGM;

8.2. appointing such sub-committees as they believe necessary. Any sub-committee so
appointed shall be accountable to the Committee;

8.3. retaining and holding property of the Group;

8.4. opening and operating a bank account i t in the name of th f the Group;

8.5. holding all money coming into the Group and to deposit into the bank account of the
Group;

8.6. taking out insurance to cover Productions, C , Committee Members and the Group
against any risk or loss;

8.7. buying/hiring goods and services to work on a Production;

8.8. taking any lawful action to promote the objectives of the Group.

9. Executive Committee delegation

9.1. Subject to the Rules, the Committee may delegate matters to any person or sub-
committee, as they decide.

9.2. If th If the Committee so specify, any such delegation may authorise further d r delegation
of the Committee’s powers by any person to whom they are delegated.

9.3. The Committee may revoke any delegation in whole or part or alter its terms and
conditions.

10. Executive Committee’s expenses

The Group may (but i t is not c t compelled to) re-imburse a Committee member for p r payments
reasonably made by them in the course of discharging their responsibilities to the Group.

11. Annual General Meeting (AGM)

11.1. The AGM of the Group shall be held within three months of th f the end of th f the previous
financial year for th r the purpose of:

11.1.1 Chair’s Report.

11.1.2 Treasurer’s Report and presentation of the Annual Accounts and Balance
Sheet.

11.1.3 Election of 7 members to Executive Committee plus any positions not filled
by permanent members.

11.1.4 Any business appearing on the agenda as circulated by the Chair of which
due notice (7 days) has been given.

11.2. Each Member shall be entitled to receive 21 days notice of an AGM.

11.3. The notice shall state the date, time and place of the meeting, and proposals to
resolve the matters set o t out i t in this rule.

11.4. A Member may raise any matter at the AGM, provided that they have given 14 days’
notice to the Committee to that effect.

12. Extraordinary General Meetings (EGM)

12.1. An EGM shall be convened by the Executive Committee within 28 days of receipt of
a request s t signed by 20% of Full Members. A . An EGM must b t be called to make any
changes to the rules or constitution of the company.

12.2. No EGM shall take place without giving 21 days’ notice of the meeting to the full
membership.

12.3. The notice shall state the date, time and place as well as the purpose of the
meeting.

13. Quorum at meetings

13.1. The quorum for an AGM or EGM shall be 15 members.

13.2. Any AGM or EGM may proceed provided that at least 8 Members are present within
30 minutes of the time specified for the start of the meeting.

13.3. The Executive Committee Chair will preside over all Committee Meetings, AGMs
and EGMs. If the Chair is unable to be present, then the ‘President’ or o r other
Executive Member (elected by the committee) will take the chair.

14. Voting at meetings

14.1. A Full Member who has paid a subscription for the current year may vote at an AGM
or an EGM. Honorary Life members may also vote.

14.2. In the event of equality of votes for and against a matter, the chairman shall have a
second and therefore casting vote.

15. Production Arrangements

The procedure for organising a Production shall be as follows:

15.1. The committee shall appoint a ‘Production Team’ to oversee the arrangements.
Typically, this will be a Producer/Director, C r, Choreographer a r and Musical Director.

15.2. The Executive Committee shall decide the date, venue, list of participants,
technicians, i , instruments, rehearsal schedule and other matters related to the
production in conjunction with the ‘Production Team’.

15.3. Only the Members are allowed to participate in the Production.

15.4. Casting for each production will be decided by a ‘Casting Committee’ appointed by
the Executive Committee. C . Casting will normally be through ‘open auditions’ but
those cast, w , who are not M t Members, must become members of KMTC.

15.5. The decision of the Executive Committee shall be final on every matter associated
with a production.

16. Finance

16.1. The Accounting Year of the Group shall be from 1st April of each year.

16.2. The Group shall hold a bank account in the name of the ‘Keighley Musical Theatre
Company’.

16.3. All membership fees and other money received shall be deposited in the Group
bank account.

16.4. The Company will cover necessary individual expenses that have been approved by
the committee, th , the Treasurer o r or C r Chair.

16.5. Payments of over £1000 should either be authorised through being listed in a
budget plan previously approved by the Executive Committee or by a signed note
by the Treasurer and Chair.

16.6. The Treasurer shall keep proper accounts of the Group.

16.7. An independent accountant appointed by the Committee shall audit the accounts of
the Group annually.

17. Dissolution

17.1. The Group may be dissolved by a resolution passed by no less than 75% of
Members present and voting at an EGM convened for that purpose. Any remaining
assets will be donated to charities/organisations approved by the members.

18. Breach of the Rules

18.1. If a If any Member c r commits any material breach of h f his obligations under th r these Rules
and fails to remedy the breach (if capable of remedy) within 30 days after being
given notice in writing to do so by the Committee, then that Member shall be
expelled from the Group.

18.2. Any notice given to a Member in breach shall be without prejudice to any other
claim or action against the defaulting Member.

19. Miscellaneous matters

19.1. Each Member undertakes to provide to the Group, their address, e-mail address
and telephone number as often as they are changed together with all information
that m t may be required to communicate with them.

19.2. The KMTC privacy policy complies with the General Data Protection
Regulations (GDPR).

19.3. In any case where any part o t or p r provision of th f these Rules is held to be unlawful, void
or unenforceable, then that part or provision shall be deemed to be removed from
the Rules so as to leave valid and enforceable the remainder of the Rules.

19.4. In the event o t of a f a dispute between the Members, th , then they undertake to attempt to t to
settle the dispute by engaging in good faith with the other in a process of mediation
before commencing arbitration or litigation.

20. Definitions

These definitions apply unless the context requires a different interpretation:

“Accounting Year” means the year beginning on 1st April the date to
which the accounts of Group will continue to be
prepared.

“AGM” means the Annual General Meeting of the Group.

“Confidential Information” means all information about the Group and the
Members but does not include information that it is
reasonably necessary to disclose to a person in the
usual course of dealing so far as that information is
disclosed in those circumstances. It includes among
other things: information about members, their
personal contact information and businesses,

Group’s future plans and policies. It includes
information about the Intellectual Property.

“EGM” means an Extraordinary General Meeting of th f the
Group and includes any meeting other than an AGM.

“Executive Committee” means the committee or board consisting of Officers
and Members elected / nominated to operate and
manage the Group.

“Intellectual Property” means intellectual property of every sort, whether or
not registered or registrable in any country, including
intellectual property of all kinds coming into existence
after today; and including, among others, patents,
trademarks, u , unregistered marks, d , designs, c , copyrights,
software, domain names, discoveries, creations and
inventions.

“Member” means any person who has paid for Membership of
the Group.

“Membership” means membership of the Group as set out in the
Rules.

“Officer(s)” means the holder of any titled office of the Group.

“Production” means making, organising or carrying out stage
plays, revues, musicals, pantomime or variety shows.

“Rules” means the rules of the Group as set out in this
constitution document as amended from time to time.