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THE NOËL COWARD SOCIETY CONSTITUTION

(Ratified at the AGM on 13.12.08)

The Noël Coward Society (the “Society”) is under the control of Noël Coward Limited (the “Company”), a limited company wholly owned by The Noël Coward Foundation (the “Foundation”), a registered charity.

The directors of the Company (the “Directors”) 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 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 ten nor more than seventeen persons (excluding overseas members).
The members of the Committee shall be appointed as follows:

1) Directors - the Directors shall be ex officio on the Committee.

2) Nominated Members - five organisations (or such other number as the Directors may determine) may nominate one member each to the Committee. These organisations are currently the Foundation, Alan Brodie Representation, Warner Chappell Music, Samuel French Ltd and the Radio Drama Department of the British Broadcasting Corporation. These organisations shall not be obliged to pay subscriptions on behalf of their representatives.

3) Working Members - up to eight members of the Committee shall be termed Working Members responsible for the day-to-day running of the Society. Working Members will fulfil specific roles, such as those of Secretary and Treasurer and other roles to be determined by the Committee. Working members and their roles will be published in Home Chat each year and an invitation given to members of the Society to apply to fill any such roles. Any interest shown will be declared at the AGM and, in the event of competition, an election will take place at the AGM. The Committee reserves the right to co-opt Working Members to the Committee during the course of the year, subject to ratification at the AGM.

4) Advisory Members - up to four advisory members may be co-opted by majority vote of the nominated and working members. Advisory members may not hold any office on the Committee and may not vote on matters affecting the constitution of the Society.

5) International Members - 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 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 of the Committee.

A member of the Committee shall cease to hold office if he or she:

a) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(b) is absent without the permission of the Committee from all their meetings held within a period of six months and the Committee resolves that his or her office be vacated;
(c) notifies to the Committee a wish to resign; or
(d) is considered by a two thirds majority of the Committee to have conducted himself or herself against the interests or objects of the Society, or to not have fulfilled their obligations as a Committee member.

The Committee shall elect a Chair and officers to whom the day-to-day running of the Society shall be delegated.

The Chair and officers shall be subject to re-election by the Committee annually.

Committee decisions shall be by simple majority of those attending and voting. In the event of a tie, the Chair 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 relating 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 unlesss 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.

The quorum for Committee meetings is five members, to include either the Chairman or Secretary or a member with a written proxy for either of them.

Members of the Society shall meet at least once annually on a date, and at a time, to be notified to all members not less than fourteen days in advance by mail, newsletter, e-mail or fax.

When electing members to the Committee, the quorum for members’ meetings is twenty members.

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.