RULES OF NELSON REPERTORY THEATRE INCORPORATED

NAME:
1.    The name of the Society is “Nelson Repertory Theatre Incorporated”.

OBJECTS:
2.    The objects of the Society are:
a)       To produce plays for performance to members of the Society and the general public.
b)       To promote the study of plays and other dramatic works.
c)       To foster and encourage all handcrafts appertaining to the theatre and to the production of plays.
d)       To provide workshops, studios, halls, rehearsal rooms and theatres and to furnish and maintain same and to permit the same and any other property of the Society to be used by members either gratuitously or for payment.
e)       To purchase, hire, make or provide and maintain machinery, motor vehicles, furniture, implements, tools, utensils, stage fittings and properties of every description, books, periodicals, stationery and any other things required or which may be used conveniently in connection with any of the objects of the Society.
f)         To purchase, take on lease or in exchange or otherwise acquire any lands, buildings, easements or any real or personal property which may be required for the purposes of or conveniently used in connection with any of the objects of the Society and to sell, convey, transfer, assign, grant easements in respect of, mortgage, give in exchange, lease, let, let out on hire or otherwise dispose of the same.
g)       To construct, improve, alter, maintain any building or works necessary or convenient to the purposes of the Society.
h)       To hire and employ and dismiss secretaries, clerks, managers, servants and workmen, and to pay to them and to other persons in return for services rendered to the Society salaries, wages, gratuities and pensions.
i)         To promote and hold, either alone or jointly with any other association, dinners, balls, concerts and other entertainments.
j)         In furtherance of the objects of this Society to establish or promote or assist in establishing and promoting and to subscribe to or become a member of any other association, society or club whose objects are similar, or in part similar to the objects of this Society, or the establishment or promotion of which may be beneficial to this Society.
k)       To invest and deal with the moneys of the Society not immediately required upon such securities and in such manner as may from time to time be determined.
l)         To raise or borrow and give security for money in such manner as the Society shall think fit and in particular by the issue of or upon bonds, debentures, promissory notes or other obligations or securities of the Society secured upon its assets or otherwise or by mortgage or charge upon all or any part of the property of the Society.
m)     To amalgamate with any other society having objects altogether or in part similar to those of the Society.
n)       To do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them.

CLASSES OF MEMBERSHIP:
3.    The members of the Society shall consist of Ordinary, Life, Schoolpupil and Honorary Members.
a)    ORDINARY MEMBERS.  An Ordinary Member may take an active part, or some active part or no active part in the performance of plays and/or play readings and exercise all the rights and privileges of membership. Ordinary membership and an individual’s right to vote is determined by the options set out in the Membership Form.
b)    LIFE MEMBERS. Any member may, on the recommendation of the Committee, be elected a Life Member by a majority of the members present at any general meeting, and entitled to vote. Life members may exercise all the rights and privileges of the Society, but shall not be liable to pay any subscription or fee of any kind to the Society for those privileges.
c)    SCHOOLPUPIL MEMBERS shall be members under the age of eighteen years who attend a day school or college.  They shall enjoy the same privileges as Ordinary Members except that they shall have no voting powers.
d)    HONORARY MEMBERS may be elected at any time by and at the discretion of the Committee for such periods as the Committee shall judge expedient.    Honorary members may exercise all the rights and privileges of membership (except the right to vote at meetings or participate in election of members) but shall not be liable to pay any subscription or fee of any kind to the Society for those privileges.
e)    With the exception of Schoolpupil and Honorary Members, all current members shall be entitled to vote at meetings.

ELECTION OF MEMBERS:
4.    The membership year of the Society begins on 1 August of every year and ends on 31 July of the next year.
a)    All members except Life Members shall be subject to election by the Committee.
b)    A candidate for election shall be proposed by a current member and shall be seconded by another current member.  The candidate, the proposer and the seconder shall sign and forward to the Secretary a Nomination Form stating the name and address of the candidate.
c)    The method of election shall be by a motion of the Committee.
d)    The Production Team or production sub-committee can also elect cast and crew to membership as part of the normal production process without the requirement of clauses 4b) and 4c) above.

REGISTER OF MEMBERS:
5.
a)    The Membership Co-ordinator, a Committee elected role, shall keep a register of Members (“the Register”), which shall contain the names, postal, email and telephone details of all Members, and the dates at which they became a member.  The Membership Co-ordinator will hold the Register in such a manner as to respect Members privacy and The Privacy Act 1993.
b)    If a Member’s contact details change, that Member shall give the new details to the Membership Co-ordinator.

RESIGNATIONS:
6.    Any member wishing to resign from the Society must give notice to that effect in writing to the Secretary and unless such notice is given prior to the date of the Annual General Meeting to the then current year, such member shall be liable for the subscription for the year commencing on 1 August in that year.

POWER TO EXPEL FOR MISCONDUCT:
7.    All complaints about the conduct of any member must be made in writing to the Secretary in order that they may be submitted to the Committee, and no complaint will be considered unless it is made in writing.
8.    If the conduct of any member appears to the Committee to endanger the good order or welfare of the Society, it may convene a Special General Meeting to consider the question of expulsion of such member.  The vote at such a meeting shall be taken by ballot.       If at such a meeting a resolution is carried by two-thirds or upwards of the members present and entitled to vote to the effect that the name of such member be removed from the list of members of the Society, he or she shall cease thenceforth to be a member of the Society.  The Society has the right to recover any subscription or other moneys then due and owing by such member.

NOMINATIONS:
9.    Nominations for the elected roles may be put forward no earlier than twenty-one days before the set Annual General Meeting date.  Nominees shall be current members themselves at the set date of the AGM and shall be nominated by two current or Life Members of the Society.  Such nominations shall be made in writing and forms of nomination signed by the candidate, proposer and seconder shall be placed in the hands of the Secretary seven clear days at least before the time fixed for the meeting PROVIDED THAT in the case of no nomination or insufficient number of nominations being received under the provisions of this Rule 9, the members may at the Annual General Meeting elect without nomination in the manner set out above some member or members to fill the position or positions in respect of which no nominations have been received, subject to the agreement of these members to be so elected.

OFFICERS:
10.   The officers of the Society shall consist of a Patron, President, Vice-President, Secretary and Treasurer who (except in the case or cases of any of these offices being held by a salaried officer or officers) shall be elected by a majority of the members of the Society present at the Annual General Meeting and entitled to vote.  Salaried officers shall be appointed by the Committee.  The offices of Secretary and Treasurer may be held by one person.

COMMITTEE:
11.   The Committee shall consist of all elected officers of the Society, ex officio (except the Patron) up to eight members elected by a majority of the members present at the Annual General Meeting and entitled to vote.

The said officers and members of the Committee (subject to the provisions of Rules 8, 12, 13 and 14 hereof) shall hold office until the next Annual General Meeting of the Society following their election, when they shall retire but shall be eligible for re-election.  For the year following tenure of office the outgoing President shall be ex officio (immediate past) member of the Committee.

Subject to the rules of the Society (“The Rules”), the role of the Committee is to:
a)    administer, manage, and control the Society;
b)    carry out the purposes of the Society, and use money or other assets to do that;
c)    manage the Society’s financial affairs, including approving the annual financial statements for presentation to the Members at the Annual General Meetings;
d)    set accounting policies in line with generally accepted accounting practice;
e)    delegate responsibility and co-opt members where necessary;
f)    ensure that all Members follow the Rules;
g)    decide how a person becomes a Member, and how a person stops being a Member;
h)    decide the times and dates for Meetings, and set the agenda for Meetings;
i)     decide the procedures for dealing with complaints;
j)     set Membership fees, including subscriptions and levies;
k)    make regulations.

The Committee has all of the powers of the Society, unless the Committee’s power is limited by these Rules, or by a majority decision of the Society.  All decisions of the Committee shall be by a majority vote.  In the event of an equal vote, the Chair/ President shall have a casting vote, that is, a second vote.  Decisions of the Committee bind the Society, unless the Committee’s power is limited by these Rules or by a majority decision of the Society.

Roles of Committee Members

The President is responsible for:
1)     ensuring that the Rules are followed;
2)     convening Meetings and establishing whether or not a quorum (five committee members) is present;
3)     chairing Meetings, deciding who may speak and when;
4)     overseeing the operation of the Society;
5)     managing Committee member workload;
6)     providing a report on the operations of the Society at each Annual General Meeting.

The Secretary is responsible for:
1)     recording the minutes of Meetings;
2)     holding the Society’s records, documents, and books except those required for the Treasurer’s function;
3)     receiving and replying to correspondence as required by the Committee;
4)     advising the Registrar of Incorporated Societies of any rule changes.

The Treasurer is responsible for:
1)     keeping proper accounting records of the Society’s financial transactions to allow the Society’s financial position to be readily ascertained;
2)     preparing annual financial statements for presentation at each Annual General Meeting. These statements should be prepared in accordance with the Societies’ accounting policies (see Clause 17. Financial Statement Assurance).
3)     providing a financial report at each Annual General Meeting;
4)     providing financial information to the Committee as the Committee determines;
5)     forwarding the annual financial statements for the Society to the Registrar of Incorporated Societies upon their approval by the Members at an Annual General Meeting.

Committee Meetings:
I.         no Committee Meeting may be held unless a minimum of five committee members attend;
II.        the President or Vice President shall chair Committee Meetings, or if the President or and Vice President is are absent, the Committee shall elect a Committee Member to chair that meeting;
III.       decisions of the Committee shall be by majority vote and binding;
IV.        if a Committee Member exercises his/her right to be absent from any meeting, he/she must accept any decisions made at that meeting;
V.         the President or person acting as President has a casting vote, that is, a second vote;
VI.       only Committee Members present at a Committee Meeting may vote at that Committee Meeting;
VII.      the President or their nominee shall adjourn the meeting if necessary;
VIII.     adjourned Meetings:
a.     If within 15 minutes after the time appointed for a meeting a quorum is not present, the meeting if convened upon requisition of members shall be dissolved;
b.     in any other case it shall stand adjourned to a day, time and place determined by the President, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments.

ABSENCE FROM MEETINGS:
12.   Any officer of the Society or member of the Committee, with the exception of the Patron, absenting himself or herself from three consecutive Committee Meetings without leave shall ipso facto cease to be a member of the Committee.

13.   If at any meeting at which an election of officers and members of the Committee of the Society ought to take the place or places of any retiring officer or officers, member or members of the Committee of the Society shall not be filled up, then the retiring officer or officers of the Committee shall if willing still continue in office until the Annual General Meeting in the next year, and so on from year to year until his or her place be filled in accordance with the rules of the Society.

VACATION OF OFFICE:
14.   The office of a President, Vice-President, Secretary, Treasurer and a member of the Committee shall be vacated if any holder:-
a)     ceases to be a member of the Society
b)     resigns his or her office in writing
c)     becomes of unsound mind
d)     is or becomes under or by virtue of the Companies Act 1993 prohibited or disqualified from holding office.

In the event of a vacancy occurring in the elected members of the Committee, or in the offices of President, Vice President, Secretary, or Treasurer whether occurring from death, resignation or otherwise, the Committee may fill such vacancy for the unexpired term of office.

USE OF MONEY AND OTHER ASSETS:
15.   No member of the organisation or any person associated with a member shall participate in or materially influence any decision made by the organisation in respect of the payment to or on behalf of that member or associated person of any income, benefit, or advantage whatsoever.  Any such income paid shall be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value).  The provisions and effect of this clause shall not be removed from this document, and shall be included and implied into any document replacing this document.

FINANCIAL YEAR:
16.   The financial year of the Society begins on 1 January of every year and ends on 31 December of the next year.

FINANCIAL STATEMENTS ASSURANCE:
17.   The Society shall appoint an accountant to review the annual financial statements of the Society (“the Reviewer”).  The Reviewer shall conduct an examination with the objective of providing a report that nothing has come to the Reviewer’s attention to cause the Reviewer to believe that the financial information is not presented in accordance with the Society’s accounting policies.  The Reviewer must be a suitably qualified person, preferably a member of the New Zealand Institute of Chartered Accountants, and must not be a member of the Committee, or an employee of the Society.  If the Society appoints a Reviewer who is unable to act for some reason, the Committee shall appoint another Reviewer as a replacement.

The Committee is responsible to provide the Reviewer with:
a)     access to all information of which the Committee is aware that is relevant to the preparation of the financial statements such as records, documentation and other matters;
b)     additional information that the Reviewer may request from the Committee for the purpose of the review; and
c)     reasonable access to persons within the Society from whom the Reviewer determines it necessary to obtain evidence.

SOCIETY MEETINGS:
A Society Meeting is either an Annual General Meeting or a Special General Meeting.

18.   The Annual General Meeting of the Society shall be held at such time and place in each year as the Committee shall determine; but shall be held once every year no later than five months after the Society’s balance date.

19.   The business of the Annual General Meeting shall be to receive:
a)     the minutes of the Society’s previous Meeting(s);
b)     the President’s report on the business of the Society;
c)     the Treasurer’s report on the finances of the Society and the Annual Financial Statements;
d)     election of Officers and Committee Members;
e)     Motions to be considered;
f)      Vote on the previous year’s motions;
g)     General Business

20.   The Secretary shall give Members at least twenty-one days written notice of the business to be conducted at a Society Meeting.  A notice may be served by the Society upon any member either personally or by sending it via post, or electronic service to such member at his/her last known place of address. Any notice sent by post or electronic service shall be deemed to have been served on the day on which the notice was sent and in proving such service it shall be sufficient to prove that the notice was properly addressed.

21.  Special General Meeting:  The Committee may, whenever they think fit, convene a special general meeting.  On receipt of a requisition signed by ten members, the Secretary shall give Members at least twenty-one days written notice and convene a special general meeting.

All Society Meetings shall be chaired by the President.  If the President is absent, the Vice President will chair the Society Meeting.  If neither the President nor Vice President is available, the Society shall elect another Committee Member to Chair that meeting.  Any person chairing a Society Meeting has a casting vote.

No Society Meeting may be held unless at least ten eligible Members attend.  This will constitute a quorum.  The President or nominee shall adjourn the meeting if necessary.  If within 15 minutes after the time appointed for a meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place determined by the President of the Society.  The President may with the consent of any Society Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

VOTING AT SOCIETY MEETINGS:
22.   All Members may attend and vote at Society Meetings.
a)     At every Society Meeting every Current and Life Membership present in person shall have one vote and in the event of an equality of votes the President shall have a casting vote in addition to a deliberative vote PROVIDED ALWAYS that no person shall be permitted to vote who shall be in arrears with his or her subscription for the financial year preceding the date of any meeting.
b)     Every question submitted to a Society meeting shall be decided in the first instance on the voices, and a declaration by the President that a resolution has been carried or lost on the voices and an entry in the Society’s Minute Book to that effect shall be conclusive evidence that such a resolution has been carried, or lost, as the case may be: provided that any member present and entitled to vote may demand a show of hands in which case the President shall take a show of hands and shall declare the resolution to have been carried or lost in accordance with the votes recorded by the last-named method.

NOTE: One vote in person per Membership – Membership equals one membership form.

SEAL:
23.   The Society shall have a Common Seal which shall be kept in the custody of the Secretary, and shall not be affixed to any document or instrument except in pursuance of a resolution of the Committee and in the presence of two members of the Committee, who shall sign every document or instrument to which the Seal is affixed.

WINDING UP:
24.   If upon the winding up or dissolution of the organisation there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among members of the organisation but shall be given or transferred to some other organisation or body having objects similar to the objects of the first organisation, or to some other charitable organisation or purpose, within New Zealand.

ALTERATION OF RULES:
25.   These Rules may be altered or added to at any Annual General Meeting or Special General Meeting subject to the following conditions:
a)     Notice stating the general tenor of any proposed alteration or addition to the Rules shall be given to each member who is entitled to vote.
b)     The meeting may amend any such proposals.
c)     No resolution of any such meeting shall effect any alteration or addition to the Rules unless it be carried by a majority of at least two-thirds of the members present at such a meeting and entitled to vote.

26.   In the event of any dispute doubt or difference arising as to the interpretation or application of these Rules or any of them the decision of the Committee in respect of such dispute doubt or difference shall be final and binding.

GENERAL:
Throughout these Rules any reference to single gender, e.g. he, she, shall be altered to read “he/she” or “that person” as shall be appropriate in the reading of these Rules.

No addition to or alteration or recession of the rules shall be approved if it affects the non profit aims, personal benefit or the winding up clause.  The provision and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.

Updated to include amendments passed at the Special General Meeting held on 31 October 2012.
Dated 31 October 2012.