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THE NOËL COWARD SOCIETY
CONSTITUTION

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

The directors of Noël 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 Noël Coward Society.

The objectives of the Society are to provide a society for enthusiasts for, and students of, the work of Noël Coward and to provide a forum where the work may be studied and promoted and by its activities to provide finance for the Noël 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 Noël Coward generally. The Society may arrange social occasions, including visits to theatrical productions and other places associated with Noël 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 five or more than twenty persons.

The members of the initial committee shall be appointed by the directors of the Company but, at a time to be decided by the directors, shall submit themselves to a General Meeting of the Society for re--election. Thereafter the Society at a general meeting may elect by a simple majority of those attending and voting new members to be candidates for the committee but any such candidate shall be subject to the approval of the directors failing which they may not join the committee. 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. When the committee has fewer members than the maximum permitted the committee may invite persons who may or may not be members of the society to fill some or all of the vacancies but such persons shall not join the committee until approved by the directors. 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 and
be eligible for membership of the committee as a representative of the Corporation.  Nevertheless individual members of member corporations may become full individual members of the society and hence eligible for the committee 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 as candidates for 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.

July 2002

CHANGE IN THE SOCIETY'S CONSTITUTION
a message from Michael Imison Chair of Noël Coward Ltd

Up until now ordinary members have had no direct say in the running of the Society. The Society is controlled by a non-elected committee that is appointed by Noël Coward Ltd, the company that administers the Society's funds, which came originally from the Coward Estate, recipient of the Coward royalties. This has worked well but now that the Society is largely funded by members' subscriptions the directors of Noël Coward Ltd have proposed under the Society's constitution (which can be found on the Society's web-site) that elections to the committee such as are normal in Societies of this sort should be held by postal ballot not later than 30 March 2005.
The Society's committee are agreeable in principle but feel that this date does not give time to make the necessary arrangements and further that the ideal committee would contain a mixture of elected and non-elected members to allow for the co-option of persons with particular expertise.
Under the constitution the Company is required to consult the Society as a body before putting its plans into action. Accordingly a motion will be proposed at the Society's AGM in December 2004 expressing confidence in the current committee and asking the Company to extend the deadline for the election to a later date, but before the AGM 2005, and to give consideration to having a proportion of non-elected members. If passed this will form the official view of the membership. 
The Company are likely to agree to the motion but need to canvass the opinion of as large a number of members both at home and abroad as possible.  Accordingly if you have views on this matter please write or email to the Company c/o the Society or make sure that you attend the AGM. The Company will take no further action until 28 days after the AGM, the expiry of the constitutional notice period.
Michael Imison
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