The Company Constitution
- 1. Objectives
- 2. Membership
- 3. Management team
- Associate posts
- Election and appointment
- Knowledge and duties
- Conflict of interest
- 4. General meetings
- Other general meetings
- 5. Finances
- Financial Controls
- 6. Management Meetings
- Attendance and conduct
- Play choosing
- Casting Meeting
- Production meetings
- 7. This constitution
- 8. Elected members of the management team
- 9. Appointed members of the management team
- 10. Areas of knowledge for associate posts
The aim of The Company is to achieve professionalism through quality, teamwork, variety and originality by:
- Producing theatre of a high artistic standard;
- Aiming to make enough money through the course of the year to be self sustaining;
- Catering to the broad tastes of the members;
- Choosing a varied programme of plays to give all Company members the opportunity to develop.
Anyone can join The Company. The membership is defined as everyone who is up to date with the fee and has agreed to work towards the objectives of The Company.
The fee, duration of a membership period and any discounts for part terms shall be set at the annual general meeting.
Members are encouraged to take a full part in the work of The Company. No one should expect to join The Company and only act.
The Company is made up of volunteers and runs without a complicated rule book.
Apart from the rules in this constitution, the way things are done is based on accumulated knowledge and a shared set of objectives.
There are rules set by the spaces we use and organisations providing services such as banks and insurance companies and all members do their part in The Company keeping them.
If someone falls short the management team will deal with the matter with discretion and compassion. Only in the last resort will a grievance be raised.
If a matter needs to be dealt with formally, the Chair will talk to those involved and suggest a course of action to the management team. If the Chair is part of the situation the management team will choose who shall take their place.
The ultimate course of action is expulsion of a member. If those involved are not happy the situation can be appealed to the full management team.
3. Management team
The management team shall consist of elected and appointed members. A member may serve in both capacities at the same time but only gets one vote in meetings.
The voting size of the management team shall be at least 10 people of which at least 7 shall be posts that are normally elected. If team size is not met due to members holding more than one post then new posts should be created.
A number of associate posts should exist to keep specialist knowledge.
These posts can either be held by members of the management team or by members appointed at a general meeting or co-opted by the management team.
These are non-voting posts for management team meetings.
Election and appointment
All elected posts must be up for re-election at the AGM.
Nominations remain open until the vote.
Candidates must agree to stand and be nominated and seconded by members. Candidates each get an opportunity to address the meeting individually. Other candidates should leave the room for this.
All votes are by a show of hands unless a majority at the meeting opt for a secret ballot.
Uncontested elections still require a vote.
There are no limits to the length of time or the number of terms anyone can serve.
The posts on the management team can be varied at any general meeting. The current list of posts should be kept up to date in the appendices of this document and on the website.
Any member can join the management team.
If any post falls vacant between general meetings can be filled by the management team co-opting members; anyone appointed in this way serves until the next general meeting.
Knowledge and duties
The management team shall agree amongst themselves which post should carry out any particular duty.
A general meeting can require the management team to make sure certain things are done.
All elected, appointed and associated members are required to keep up-to-date documentation of their post. This information should include contact details for all external suppliers.
The Chair and Secretary should collate this information by suitable means.
Conflict of interest
All members of the management team should declare any financial or other significant interest they have in a matter before it is discussed.
4. General meetings
Any general meeting will be announced to the membership seven days in advanced. The notice should include information about posts to be elected and any motions tabled in advance.
All general meetings shall take place in the City of Sheffield.
The Company must hold at least one general meeting per calendar year with at least the following agenda items:
- Minutes of the last AGM;
- Reports from Management Team Members;
- Election of Management Team Members;
- Appointment of non-elected posts;
- Membership & Production Fees;
- Ticket Prices;
- Appointment of auditors;
- Any other business.
Other general meetings
A general meeting can be called by the management team at any time, or must be called at the request of 20 members.
A general meeting shall be quorate with 10 members.
All votes can be passed with a simple majority.
A member may appoint any other member as a proxy by giving them a signed letter.
Any amendments to this constitution must be voted upon at a general meeting.
The management team shall set a budget for each production or other activity. They shall keep in touch with the production team who are not allowed to vary that budget without prior agreement. The Accountant shall keep a record of income and expenditure for each production.
The Accountant is responsible for keeping all financial records and reporting to the rest of the management team if there is any cause for concern. They will also include details of The Company’s financial situation in writing as part of their report to the AGM. This should be broken down by production and suitable subheadings for income and expenditure.
The Accountant should bring suggestions for ticket prices, membership fees and terms, and production fees to the AGM.
If the Account cannot carry out their responsibilities the other members of the management team, particularly any bank account signatories take over.
The Accountant will run an expenditure control and approval system.
Nobody will be authorised to spend money or entitled to have expenses reimbursed unless they follow this process.
All expenditure will need to have either an invoice or completed expenses form.
All payments into The Company of Membership fees will be accompanied by either a membership form.
The person collecting production fees will maintain a checklist form of who has paid and submit this after the final performance.
Two members of The Company will be appointed at every AGM to audit the accounts for the financial year (1st of January to the 31st of December).
The Accountant will provide, within two months of the end of The Company’s financial year to those members the full accounts and all supporting documentation including all invoices, expenses forms, bank statements, membership and production forms.
They will report any findings of irregularity to the management team for immediate action. This report and any subsequent actions will be brought to the next general meeting.
6. Management Meetings
Attendance and conduct
All of the meetings in this section are conducted by the management team on behalf of the membership. All members of the management team should try to attend with the addition of those people listed for each meeting. Almost all meetings are open to be observed by the membership but sections can be held in camera where required by the management team. Such sections should be kept to a minimum.
Decisions should be reached, wherever possible, by reaching consensus. If they cannot then a vote should take place. The Chair has the casting vote; if the Chair cannot attend a meeting those present should choose someone to chair that meeting who gets that casting vote.
A management meeting shall be quorate with 50% of the voting members in attendance. (Rounded down in the case that the number is currently odd).
The management team should call for directors to submit plays that meet the objectives of The Company.
The Artistic Director and the rest of the management team should keep all members informed about the standards and preparation required to be a director with The Company.
The management team can programme as many plays in advance as seems sensible, up to a whole year in advance. The number of plays in a year can be varied depending on the availability of members and theatre spaces.
If there are no suitable plays suggested for a slot the management team can ask directors from inside or outside the membership to fill the gap.
The management team should take into account all artistic and practical matters when choosing plays and directors.
The management team can tell the director of a play that there are conditions attached to being chosen and these must be agreed on.
The management team and the director for the play must meet after any auditioning process to agree the cast. The director will bring a suggested cast to be discussed.
Casting shall be agreed based on meeting the objectives of The Company and rewarding hard work.
Decisions reached at the casting meeting are collective decisions no matter how they are made and no discussions from the meeting should be reported to anyone. Directors are allowed to give general feedback to auditionees about their performance. Feedback on general areas to improve should be agreed at the meeting.
In the case of discussing one or more members’ suitability for a role they may be asked to leave the meeting.
The management team and the director will agree upon a production manager, and team, for the play. The production team membership should be balanced to avoid to many first timers on one show.
The production manager will be responsible for co-ordinating the work required to help the director get the play to the stage.
Where any member of the management team is not available to bring their specialism to the production or needs assistance, they should work with the production manager to find members who can help. When no member can fill a job for a production, the production manager should seek outside help.
The team should be in regular contact and meet in person once or twice during the period running up to the production.
7. This constitution
This constitution can be amended by a simple majority at any quorate general meeting called properly as outlined in section 4 “General Meetings” provided that:
- Amendments are circulated 7 days in advance;
- Amendments are proposed and seconded by paid up members;
8. Elected members of the management team
- Artistic Director
- Three Company Representatives
9. Appointed members of the management team
- Public Relations Manager
- Technical Director
- Wardrobe Manager
10. Areas of knowledge for associate posts
- Box office operation
- Front of house
- Poster & programme design
- Production management
- Stage management
- Website and email