Constitution

Constitution

Friends of Bedlam was officially constituted on 22 February 2003. Below is a copy of the organisation’s constitution, preceded by our statement of intent. And here are the minutes of the adoption meeting.

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Friends of Bedlam Statement of Intent

Friends of Bedlam is an association for former members and friends of the Edinburgh University Theatre Company (formerly the Edinburgh University Dramatics Society). We exist to:

  • Provide a network so former EUTC members can stay in touch
  • Provide a link between former members and current members of the EUTC
  • Support the EUTC and Bedlam Theatre
  • Document the history of the Society

We do this by:

  • Running a website which includes a directory of alumni, archive of the EUTC/EUDS’s history and message board for alumni news
  • Publishing a newsletter keeping alumni up to date on the lives of former friends and colleagues, and on the EUTC’s current activities
  • Supporting the EUTC by providing a link to the expertise of alumni working in the arts
Friends of Bedlam Constitution

Adopted Sat 22/02/2003

1. Definition

1.1 Those who adhere to this constitution form an association under Scottish law which is called the Friends of Bedlam (henceforth called the “association”).

1.2 The aims of the association shall be:

  • To promote exchanges of all kinds between those with an interest in the Edinburgh University Theatre Company (EUTC).
  • To provide support to the current activities of the EUTC.
  • To be a collection of experience – including former members and those currently working in relevant industries – on which the EUTC can call for help and advice in furthering the aims laid down in the constitution of the EUTC.
2. Patronship
2.1 The association shall be made up of patrons, those who have joined the Friends of Bedlam website will be patrons without voting rights, those who have contributed a minimum annual donation will be patrons with voting rights. The rules regarding minimum donations shall be reviewed annually by the committee.

2.2 Honorary patrons may be admitted by decision of a General Meeting of the association as set out in section 4.

2.3 Any person with an interest in furthering the aims of the association shall be eligible for patronship, whether alumnus of the University of Edinburgh or not.

2.4 Loss of patronship shall be incurred through resignation, death or dismissal by decision of the committee as set out in section 3. Patrons shall be dismissed in the case of non-payment of the minimum annual donation, or in the event of serious misdemeanours which, in the opinion of the committee, are at risk of endangering the continuing activities or reputation of the association. Dismissed patrons shall have the right to appeal to a General Meeting of the association. Loss of patronship, for whatever reason, shall not form grounds for the refund of any monies received by the association.

2.5 The patronship year will run from 1st January to 31st December.

3. Committee
3.1 The committee shall be composed a minimum of three (3) and a maximum of eight (8) members elected by the Annual General Meeting of the association as set out in section 5. The current EUTC President or their nominated representative shall attend committee meetings, with voting rights.

3.2 The committee shall be mandated to deal with the administration and day to day business of the association between General Meetings of the association.

3.3 At their first meeting following the Annual General Meeting of the association, the committee shall select from amongst their number a chairperson, a secretary and a treasurer who together shall be called the “office bearers” of the association. There shall always be three (3) office bearers. In addition, the committee shall, if they so choose, select from amongst their number other individuals to carry specific responsibilities within the work of the committee.

3.4 The chairperson shall represent the association in all matters and in law. S/he shall convene and chair committee meetings and General Meetings of the association, and shall report on the situation and finances of the association to the Annual General Meeting.

3.5 The secretary shall minute the proceedings of committee meetings and General Meetings of the association, subject to the approval of the following meeting of the committee or General Meeting of the association. S/he shall be responsible for maintaining a record of the patronship of the association in conjunction with the University of Edinburgh Alumni and Development Fund.

3.6 The treasurer shall be responsible for the accounts of the association. S/he shall operate the association’s bank account, into which s/he shall receive adminstration funding from the EUTC and from which deal with all expenses. S/he shall sign all cheques alongside a second office bearer. S/he shall set the budget of the association, in consultation with the committee.

3.7 The committee shall meet at least once every six (6) months. Committee meetings shall be convened upon the summons of the chairperson, or at the request of one quarter of the membership of the committee.

3.8 Committee meetings shall be deemed quorate if at least one third of the serving committee, or three members of the serving committee, whichever is the larger number, are in attendance. Decisions made by non-quorate committee meetings shall, before they are acted upon, be subject to ratification by a quorate committee meeting or General Meeting of the association.

3.9 Those attending a meeting of committee by telephone, video or electronic connection shall be deemed to be in attendance, and shall be afforded the same voting rights as those physically present in the event of a vote being called.

3.10 Those matters to be discussed at a meeting of the committee shall be set out in an agenda, which shall be prepared by the secretary – in consultation with the office bearers and other committee members – and distributed to all members of the committee at least seven (7) days before said meeting. Any Other Business shall be a standing item of said agenda, but shall not consist of matters of significance which could reasonably have been notified to the secretary in advance of the agenda being distributed.

3.11 Decisions within committee meetings shall be taken by consensus where possible. In the event of consensus not being reached, the chairperson shall call for a vote to be taken. In the case of a vote being called, a simple majority (one-half-plus-one) of committee members present is required to carry a matter. The chairperson shall have a casting vote in the event of an equal number of votes being cast for and against a matter.

3.12 The committee of the association may, if they so choose, invite guests to attend meetings of the committee in order to advise or guide the committee on specific matters. Such guests shall not have voting rights in the event of a vote being called. The committee of the association shall not have the power to co-opt.

3.13 The committee may, if it so chooses, form sub-committees or task groups to carry specific responsibilities within the work of the committee. These sub-committees shall have the power to co-opt.

3.14 If vacancies occur due to the resignation, death or dismissal of a committee member, the committee shall replace said member temporarily by the appointment of another member of the association. Said appointment shall be subject to confirmation by the next General Meeting of the association and, if so confirmed, shall be for the remainder of the period of office of the member being replaced.

3.15 All members of the committee will have voting rights without the requirement to pay annual membership.

4. General Meetings of the Association
4.1 A General Meeting shall be convened by the chairperson at the request of the committee or at the request of one quarter of the patrons of the association.

4.2 At least one (1) General Meeting of the association shall be held in every year.

4.3 One (1) General Meeting in every year shall be designated the Annual General Meeting by the committee of the association. The Annual General Meeting of the association shall, in addition to the business of the General Meeting, receive a report on the situation and finances of the association as set out in clause 3.4, and shall elect committee members as set out in section 5.

4.4 A General Meeting of the association shall include all those patrons of the association who wish to attend at their own expense, as well as any guests that the committee of the association chooses to invite to guide the association on specific matters. Such guests shall not have voting rights in the event of a vote being called.

4.5 Patrons shall give proof of current patronship in order to be admitted to a General Meeting of the association.

4.6 Notice of a General Meeting of the association shall be distributed to all patrons of the association at least four (4) weeks in advance of the meeting.

4.7 Those matters to be discussed at a General Meeting of the association shall be set out in an agenda, which shall be prepared by the secretary. Any patron may add matters to the agenda by notifying the secretary of the association in writing at least two (2) weeks before the date of the General Meeting. Said agenda shall be available to all patrons of the association – upon request – at least seven (7) days before said meeting. Any Other Business shall be a standing item of the agenda, but shall not consist of matters of significance which could reasonably have been notified to the secretary in advance of the agenda being prepared.

4.8 General Meetings of the association shall be deemed quorate if the lower of one tenth of the patrons of the association or twenty-five (25) patrons of the association are in attendance. Decisions made by non-quorate General Meetings of the association shall, before they are acted upon, be subject to ratification by a quorate General Meeting of the association.

4.9 Those patrons attending a General Meeting of the association by telephone, video or electronic connection shall be deemed to be in attendance, and shall be afforded the same voting rights as those physically present in the event of a vote being called.

4.10 Decisions within General Meetings shall be taken by consensus where possible. In the event of consensus not being reached, except for the case set out in clause 6.5, the chairperson shall call for a vote to be taken. In the case of a vote being called, a simple majority (one-half-plus-one) of patrons of the association present or voting by proxy is required to carry a matter, except for matters covered by clauses 6.3 or 6.4. The chairperson shall have a casting vote in the event of an equal number of votes being cast for and against a matter.

4.11 In the event of a patron being unable to attend a General Meeting of the association, voting by proxy shall be allowed. No patron shall hold more than five (5) proxies. Those patrons wishing to nominate a proxy shall notify the secretary of the association at least four (4) days in advance of the General Meeting in question.

4.12 Votes shall be taken by a show of hands, unless any patron of the association requests a secret ballot, in which case a secret ballot shall be called by the chairperson.

4.13 Matters appearing on the agenda of a General Meeting of the association which are not resolved due to lack of time shall, at the decision of the General Meeting, be referred to either the committee of the association or the following General Meeting of the association.

5. Election of Committee Members
5.1 Any patron may nominate any other patron to serve on the committee of the association. Nominations must be received at an Annual General Meeting of the association. Nominations must be received, in writing, by the secretary of the association at least two (2) weeks in advance of an Annual General Meeting of the association.

5.2 On the conclusion of the agenda of an Annual General Meeting of the association, those patrons in attendance shall elect from amongst those nominated a number of patrons lower than or equal to the number of vacancies available to serve on the committee of the association. Such election will take place in accordance with the Single Transferable Vote procedures of the Edinburgh University Students’ Association. Reopen Nominations shall be a standing item on each ballot paper.

5.3 In the event that any vacancies remain unfilled upon completion of the election, nominations may be taken by the secretary from the floor of the Annual General Meeting of the association, and the process in clause 5.2 repeated.  

5.4 In the event that any vacancies remain unfilled upon completion of the election, nominations may be taken at the following general meeting, and the process in clause 5.2 repeated.

5.5 Those patrons elected to serve on the committee of the association shall, excepting resignation, death or dismissal, do so until the conclusion of the agenda of the second Annual General Meeting of the association following their election. At said Annual General Meeting, said patrons shall be eligible for re-election in accordance with clauses 5.1 to 5.5.

6. General
6.1 Correspondence sent to patrons of the association – including notice of meetings – shall be deemed to have been delivered if not returned undelivered within seven (7) days. Such correspondence may be sent by electronic means as well as by the postal service.

6.2 The committee may, if it so chooses and with the approval of a General Meeting of the association, draw up rules to be observed concerning the inner functioning of the association and covering matters not set out in the constitution.

6.3 Any one clause – excepting 1.1, 1.2, 4.8, 6.3 and 6.5 – of this constitution may be temporarily suspended at any time by resolution of two thirds of those members in attendance or voting by proxy at a quorate General Meeting of the association.

6.4 Permanent changes to this constitution may be made by a resolution appearing on the agenda and supported by two thirds of those patrons in attendance or voting by proxy at a quorate General Meeting of the association.

6.5 The association may be dissolved by a resolution appearing on the agenda and supported by two thirds of those patrons in attendance or voting by proxy at a quorate General Meeting of the association. In such an event, the assets of the association shall be disposed of according to a unanimous decision of those patrons in attendance or voting by proxy at the General Meeting. If no unanimous decision can be reached, said assets shall be transferred to the University of Edinburgh Development Trust.

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