THE NOËL COWARD SOCIETY CONSTITUTION

The Society is under the control of Noel Coward Limited a limited company wholly owned by The Noel Coward Foundation, a registered charity. The directors of the company shall be ex officio on the executive committee of the society.

The directors of Noel Coward Limited shall make regulations for the conduct of the Society. These regulations are currently as follows:

The Name of the Society shall be The Noel Coward Society.

The objectives of the Society are to provide a society for enthusiasts for, and
students of, the work of Noel Coward and to provide a forum where the work may be studied and promoted and by its activities to provide finance for the Noel Coward Foundation. Activities may include publication of magazines and newsletters and the creation and maintenance of a website providing information about the Society and the work of Noel Coward generally. The Society may arrange social occasions, including visits to theatrical productions and other places associated with Noel Coward or his work. The Society may negotiate with the publishers and producers of Coward related work in any medium to obtain discounts for its members.

The activities of the Society shall be organised by a committee of not less than ten or more than seventeen persons(excluding overseas members).
The members of the initial committee shall be appointed by the directors of the Company but shall be replaced not later than the Annual General meeting of the Society in 2005 by a committee selected as follows:

1) Six organizations (or such other number as the Noel Coward Foundation may determine) may nominate one member each to the Committee. These organizations are currently The Noel Coward Foundation, Alan Brodie Representation, Warner Chappell Music, Samuel French Ltd, Methuen Books and the Radio Drama Department of the British Broadcasting Corporation. These organizations shall not be obliged to pay subscriptions on behalf of their representatives.

2) Seven members shall be elected by a postal ballot of all the members of the society whose subscription is paid up to date. Ballot papers shall include not more than 100 words about each candidate to be provided by the candidates. Where a candidate has been a member of the previous committee his or her attendance record expressed as a percentage of possible attendances over the last year (or such lesser period as they may have been a member) shall be included on the ballot paper. Voters may vote once each for up to seven candidates. The ballot paper shall include a provision for the voter to delegate some or all of their seven votes to the then current chair of the society to vote on their behalf. Ballots containing votes for more than seven candidates shall be void.

3) Up to four advisory members may be co-opted by majority vote of the
nominated and elected members. Advisory members may not hold any office in the committee and may not vote on matters affecting the constitution of the society.

4) In each country outside the UK where there are twenty or more members of the NCS these members may select by any reasonable means one member to represent them on the committee. Such member shall receive all committee documents and when able to may attend committee meetings but shall only have a vote on matters pertaining to the country they represent. Such members will not count towards the maximum membership number.

5) In each year after 2005 two of the elected members shall stand down at each annual general meeting. The members to stand down shall be those who have served longest on the committee or the previous committee; in the case of equality the members shall draw lots. Members standing down shall be eligible for re-election but they and any other candidates for vacancies shall give written notice of their intention to stand at least ten days prior to the meeting. Elections at the general meetings shall be by show of hands each member having two votes. The Chairman shall appoint two tellers who must agree on the totals of votes cast. In the event of a tie the Chairman shall have a second and casting vote.

6) If vacancies for elected members occur on the committee during the year the committee may co-opt replacements but any such replacement member must stand for election at the first opportunity in addition to any members who are retiring by rotation.

The committee shall elect officers to include a chairman and a secretary to
whom the day-to-day running of the society shall be delegated. These officers
shall be subject to re-election by the committee annually. The Treasurer of the Society shall be the Secretary of the Company as appointed by the Company.

Committee decisions shall be by simple majority of those attending and voting. In the event of a tie the Chairman shall have a second and casting vote.

The company is financially responsible for the Society and has an obligation to repay in due course the loan of £10,000 made by Graham Payn, which covered the cost of launching the Society. Once the loan has been repaid under the terms of the agreement with Graham Payn, any surplus arising from the activities of the Society shall, after provision for reserves and contingencies, be paid to the Foundation for the furtherance of its charitable objectives.
Admission to the Society shall be by subscription at a rate or rates to be fixed from time to time by the Committee. Corporations may be admitted to the Society at a special subscription rate and all their staff may enjoy the benefits of membership in regard to attendance at events and entitlement to discounts but only one copy of each of the Society’s publications shall be provided to each Corporation and only one person may vote on behalf of the Corporation at meetings of the society. Nevertheless individual members of member corporations may become full individual members of the society in their own right by paying an individual subscription.

The committee shall have the power to award honorary membership of the Society to suitable persons and may also invite distinguished persons to become Honorary President or Vice President of the Society. Appointment to an Honorary Office shall be for life unless the holder wishes to resign.

Decisions of the committee shall not be valid unless the date, time and place of the meeting has been notified to all members by mail e-mail or fax at least
forty-eight hours in advance and not less than five members are present
including either the Chairman or Secretary or a member with a written proxy from either of them. Members of the Society shall meet at least once annually on date and at a time to be notified to all members not less than seven days in advance by mail e-mail or fax. When electing members to the committee not less than twenty members shall be present.
The above regulations may be added to or amended by the directors at any time but the directors shall give the Society notice of at least twenty-eight days before such additions or amendments come into effect to allow members of the Society to make representations if they so wish.