Friends Constitution

The Constitution of the Friends of Shanklin Theatre

Last amended at the 2023 Annual General Meeting

1.Name

The name of the Organisation shall be Friends of Shanklin Theatre, referred to as ‘FOST’

throughout this Constitution

2.Address

Shanklin Theatre, Steephill Road, Shanklin, Isle of Wight, PO37 6AJ

3.Status

Unincorporated Charitable Association

3.1 FOST is a subsidiary of Shanklin Theatre & Community Trust

3.2 For purposes of insurance cover, under normal circumstances, the Officers/Executive

Committee Members/ Volunteers of FOST are protected by the insurances of Shanklin

Theatre and Community Trust and/or Shanklin Theatre Ltd, whilst under the supervision of

the Theatre itself. When FOST carries out activities of its own, or away from the Theatre,

insurance cover is its responsibility and a policy with adequate cover will be maintained.

Cover therefore applies, providing that Members do not behave in an illegal or reckless

manner and work within the scope of activities defined by the Constitution of FOST and the

Memorandum and Articles of Association and Charitable aims of the Trust

4.Government ID

Shanklin Theatre & Community Trust

Registered Charity No. 1146834

Company No. 07450494

5.Law

To be interpreted in accordance with the laws of England

6.Objectives

The primary objectives of FOST are as follows:

6.1 To encourage public support for Shanklin Theatre including, as necessary, providing a

strong and focused public voice in support of its continuation

6.2 To provide support services and volunteers as appropriate in consultation with Theatre

management and users

6.3 To undertake any other activities which are directed towards constructive support of

Shanklin Theatre, including raising funds to benefit the Theatre

7.Executive Committee

7.1 The Executive Committee is responsible for the day to day activities of FOST

7.2 The Executive Committee will consist of:

7.2.1 Members elected at the Annual General Meeting (AGM), the number of which is

determined by the previous year’s Executive Committee and conforms to the Government

Guidelines – preferably between six and ten (6 & 10)

7.2.2 Additional members may be co-opted as the Executive Committee deems appropriate

7.2.3 Each nominee can be proposed and seconded by any member. The nomination will be

on a form agreed by the Executive Committee

7.2.4 Nominations will close 28 (twenty-eight) days prior to the AGM

7.3 The Executive Committee is responsible for making all appointments:

7.3.1 These appointments may be with or without specified terms, although a term of one

(1) year or that which is between AGM’s is expected

7.3.2 The Executive Committee has the power to terminate these appointments

7.4 The Executive Committee shall meet at least four (4) times a year. The date of each

meeting shall be set at the previous meeting. Should any amendment to meeting dates, or

additional meetings be necessary, the Secretary shall give fourteen (14) days’ written notice

to all Executive Committee Members

7.5 Executive Committee Decision making:

7.5.1 A quorum shall comprise of four (4) Executive Committee Members

7.5.2 All decisions shall be decided by simple majority of those present and eligible to vote

7.5.3 In the event of a hung vote, the Chairman (or Chairman pro tem) shall have an extra

casting vote

8.Membership

Any individual who supports the continuing existence of Shanklin Theatre as an active venue

for theatrical and community-based activities may apply for membership. Applications

should be made through the FOST Membership Secretary, together with contact details,

including email addresses. Email is the preferred method of contact by FOST, however, in

line with data protection legislation, applicants can opt out of being contacted by email if

they so wish. Members who become volunteers will commit themselves to the FOST Code of

Conduct for Volunteers which shall be reviewed annually

9.Subscriptions

The Executive Committee shall have the discretion to set a subscription for membership of

FOST. Amendments to subscription fees must be presented to the membership at the AGM

10.Accounts and Financial Matters

10.1 The Executive Committee shall:

10.1.1 Keep proper accounting records detailing all transactions undertaken by, and monies

belonging to, FOST. These records should be made available to the membership on simple

demand at the Box Office

10.1.2 Draw up a summary of Payments and Receipts each year to 31st March, being the

end of the FOST financial year and forward this to Shanklin Theatre and Community Trust,

for scrutiny and inclusion by their accountants as part of their own financial reporting each

year

10.1.3 Present the Payments and Receipts account before FOST at the AGM

10.2 Bank accounts may be opened and held in the name of FOST. Authorised expenses may

be paid by Cheque or by an on-line facility. Cheques shall be signed by two (2) out of three

(3) authorised signatories, it is recommended that these be taken from the roles of

Treasurer, Chairman and one other member of the Executive Committee

10.3 All funds shall be applied solely toward promoting the objectives of FOST as set out in

Article 6 (six). No funds shall be paid (whether directly or indirectly) to members, other than

legitimate expenses previously agreed by the Executive Committee and incurred on behalf of

FOST which will be reimbursed

10.4 The FOST Treasurer in agreement with the FOST Chairman, shall have the authority to

expend an amount not exceeding £1,000 for any single purchase relating to the FOST

objectives as set out in Article 6 (six) of this Constitution. All proposed single purchases

exceeding £1,000 in total, shall be presented to the Executive Committee and decided by a

simple majority vote as set out in article 7.5.2. (seven five two).

11.General Meetings

11.1 Annual General Meeting

11.1.1 The AGM should be held no later than fifteen (15) months after the previous AGM,

but if a situation arises beyond control of the FOST Executive Committee, it can adopt an

option to arrange that the AGM and the FOST Executive Committee meetings are held at a

more suitable date and time. This will be reviewed on a regular basis by the standing FOST

Executive Committee

11.1.2 Matters for inclusion on the Agenda at the AGM shall be notified in writing to the

Secretary. Any matters so notified less than seven (7) days prior to the AGM may, at the

discretion of the Executive Committee, be held over until the next AGM

11.2Extraordinary General Meeting

11.2.1 The Executive Committee may convene an Extraordinary General Meeting (EGM) at

their discretion to deal with a particular matter

11.2.2 The Executive Committee must convene an EGM on receipt of a request for an EGM

signed by at least 10% (ten per cent) of the current membership. The request must specify

the reason for calling the EGM

11.2.3 The purpose of an EGM is to transact only the matter for which it has been called and

no other business

11.3All General Meetings

11.3.1 The Secretary shall give not less than twenty-one (21) days’ notice of General

Meetings by posting a notice, stating the time, date and venue of the meeting. All members

shall receive a notice by e-mail unless they do not have an e-mail address, in which case

they will receive the notice by post

11.3.2 The Chairman of the Executive Committee at the commencement of the General

Meeting shall act as Chairman for the duration of the General Meeting. If the Chairman is

not present, or formally vacates the Chair during the meeting, the Vice Chairman shall act as

Chairman for the remainder of the meeting. Should neither be present, the voting members

present shall elect a Chairman pro tem for the remainder of the duration of the meeting

11.4 Voting eligibility and procedures shall be:

11.4.1 5% (five per cent) of the current Membership who are present at the meeting shall be

deemed to be a quorum

11.4.2 All votes shall be decided by simple majority of those present and eligible to vote,

with the exception of votes on resolutions to change the Constitution, for which see article

12 (twelve)

11.4.3 In the event of a hung vote, the Chairman (or Chairman pro tem) shall have an extra

casting vote

11.4.4 Any member who is unable to attend a General Meeting may nominate in writing a

member to act as proxy to vote for the absent member in accordance with written

instructions where these are given, or in accordance with the proxy’s best judgement

otherwise

11.4.5 Over sixteen (16) years of age

12.Constitution

This Constitution shall only be altered at the AGM by a resolution passed by a majority of

60% (sixty per cent) of those present. Notice of proposed amendments to the Constitution

must be given to the Secretary not less than twenty-eight (28) days before the AGM, in

order that the requisite twenty one (21) days’ notice may be given to the membership

13.Dissolution

In the event of FOST being dissolved, any assets remaining after all debts have been cleared

shall be dispersed at the discretion of the Executive Committee to such organisations as

seem best to satisfy the objectives in Article 6 (six) of this Constitution

Document Reviewed May 2024