(Extracted from the Declaration of Trust dated 16th July 1970 and amended
by resolutions duly passed at subsequent Extraordinary General Meetings –
last amendment 28/10/12)
The Society shall be called "The Nonentities"
The headquarters of the Society shall be at the premises now known as Rose Theatre,
Broadwaters, Kidderminster, or such other premises as the Committee shall from time
to time agree.
The Object of the Society is that it shall be instituted for the purpose of literature or the
fine arts exclusively.
Subject to and in pursuance and furtherance of the said Object, the Society shall have
the following objectives:-
(1) To found either alone or in conjunction with any other body a theatre for the
development of the Drama and dramatic art and to encourage an interest in the
Drama through the production of educational plays.
(2) To make provision for any of the net proceeds of such productions as above or
assets of the Society to be used for the purposes of literature and the fine arts
exclusively in the Borough of Kidderminster as now defined provided always
that such purposes are also charitable purposes.
(3) To provide for the production, representation and performance of opera, stage
plays, spectacular pieces, promenade and other concerts and other musical and
dramatic performances and entertainments. The Society may also provide if
practicable at such performances and entertainments refreshments including
(4) To receive donations, subscriptions., loans and gifts to be used for the purposes
of literature and the fine arts exclusively which are also the said purpose of the
Society whether subject to any special trust or not.
To do all such other things as are identical or conducive to the attainment of the above objects
or any of them declaring that the objects specified in paragraphs 3 and 4 shall be
deemed subsidiary for the attainment of the main primary objects of the Society as stated
in the heading of this clause and in paragraphs l and 2 thereof.
The Society shall consist of an unlimited number of Members interested in dramatic and
musical art and in the furtherance of the above objects.
(a) THE COMMITTEE shall be responsible for the overall policy and the management
of the theatre and the conduct of the Society. The Committee shall be comprised
of the following positions:-
The Chairman of the Society.
The Vice Chairman
The Honorary Secretary.
The Honorary Treasurer.
The Artistic Director.
(Who are hereafter called Honorary Officers)
Five elected Members.
(b) The day to day management of the Society's activities including the running of the
Rose Theatre shall be the responsibility of the following Executive Managers:-
Front of House Manager.
Box Office Manager
The Committee have the power to vary the number and title of the Executive Managers
which variation will be reported to the Members of the Society 14 days prior
to the next Annual General Meeting.
An Executive Manager shall be eligible to be elected as one of the five elected
members of the Committee.
The Honorary Officers may not serve as Executive Managers.
The Committee and the Executive Managers as defined in paragraph 5(1) (b) shall
be elected at each Annual General Meeting of the Society. However, no Honorary
Officer or Committee Member may be re-elected for a continuous term of more
than 4 years in the same office.
(c) No Executive Manager may be re-elected for a continuous term of more than 4
years in the same office.
(d) Following elections at each Annual General Meeting, the Committee shall be
empowered to co-opt a member of the Society, with their agreement, to any vacant
office of Honorary Officer, Committee Member or Executive Manager until the
occasion of the next Annual General Meeting elections.
(2) There shall be a quorum of the Committee when five members are present.
(3) The Committee shall be responsible for the production by 31st July of a budget of
estimated income and expenditure for the forthcoming Season.
(4) At least five days notice of meetings of the Committee shall be given by the
Honorary Secretary to the Members as appropriate. In the absence of the
Chairman, the Committee shall elect a Chairman.
(5) The Committee shall meet once in each month, and additionally as required.
(6) Each Member including the Chairman and all Executive Managers shall have one
Vote and in the case of equality of votes the Chairman shall have a second or
(7) The Committee may from time to time and for such time as it thinks fit delegate
such of its functions and appoint such sub-committees as it thinks fit. The
Committee may also from time to time appoint ad hoc committees to which
specific powers may be delegated.
(8) The Committee and any sub-committee and ad hoc committee may include
co-opted members without limit of numbers.
6.1 The Society in Annual General Meeting shall elect Trustees whose number shall
not exceed four from amongst its members. The Board of Trustees shall consist of those
Trustees duly elected. In addition, two members, nominated by and selected from the Committee,
one of whom will be elected from the Four Honorary Officers shall be invited to
each Board of Trustees meeting and entitled to attend and in the event of a Vote being required,
participate as equal members. The Trustees shall elect their own Chairman ( who
shall not be the Chairman of the Society) and decisions shall be made by a simple majority
vote. In the event of equality of voting, the Chairman of the Trustees shall have the casting
6.2 Prior to any member of the Society accepting a nomination to any of these positions,
he or she shall be given a copy of the Rules of the Society, a summary of the responsibilities
of the Trustees a copy of The Society's grievance policy, and a copy of the Society’s
6.3 The Trustees (by way of a presentation to a regular Committee Meeting of the Society)
shall receive a quarterly statement of all income and expenditure of the Society together
with a statement of financial assets.
6.4 The Trustees shall be empowered to attend such meetings of the General Committee,
call for minutes, additional reports and to take such further action (including the calling
of an Extraordinary General Meeting) as they feel may be necessary to enable them to
discharge their responsibilities under the Deed of Trust and comply with Charity Commission
requirements. This will exclude direct jurisdiction over the Society's artistic direction.
6.5 A trustee may continue in office for up to a maximum of four years ( or earlier if
they so wish), at which time they must stand down and offer themselves for re-election if
they so wish. A trustee may be removed by a decision to that effect of at least two-thirds of
the members present at an Extraordinary General Meeting of the Society provided that notice
in writing of any motion for the removal of any Trustee shall be given to the Honorary
Secretary at least 28 days prior to the Extraordinary General Meeting at which it is proposed
that such motion shall be put and that the Honorary Secretary shall give notice thereof to all
Members. The Names of the Trustees shall be announced at each Annual General Meeting,
so members are aware of their identity, whether or not a vacancy occurs.
6.6 The property of The Society shall be vested in the Trustees (or if they so elect) The
Official Custodian for Charities.
6.7 A retiring or removed Trustee is entitled, on written request to an indemnity from
the continuing Trustees at the expense of The Society in respect of any liabilities properly
incurred while he or she held office.
6.8 A technical defect in the appointment of a Trustee, of which the Trustees are unaware
at the time, does not invalidate decisions made at a meeting.
The Society in Annual General Meeting shall elect a Chairman from amongst its own
8. HONORARY SECRETARY
The Society in Annual General Meeting shall elect an Honorary Secretary who shall attend
meetings of the Society, and the Committee.
9. HONORARY TREASURER
The Society in Annual General Meeting shall elect an Honorary Treasurer who shall be
responsible to the Committee for the proper keeping of the Society's accounts and shall
have the power to give receipts for all monies paid to him in the Society's account and
shall administer the funds of the Society in accordance with the instructions of the Committee.
10. ARTISTIC DIRECTOR
The Society in Annual General Meeting shall elect an Artistic Director who shall create
the artistic policy and be responsible to the Committee for carrying out that policy agreed
by the Committee.
Nominations for the offices of Chairman, Honorary Officers, Governors and Trustees (if
a vacancy occurs) and Committee Members shall be in writing signed by the nominee,
proposer and seconder who should be paid up members of the Society and delivered to
the Honorary Secretary at least two days before the Annual General Meeting at which
their election is to be proposed and the areas of responsibility of Committee Members
where applicable shall be stated on the nomination forms. The Secretary shall publish
and maintain in up-to-date form for fourteen days before the date of such meeting a list
of all nominations.
12. OFFICERS AND EMPLOYEES
The Committee may appoint a secretary and such other officers and employees as may
from time to time be found necessary for carrying out the work of the Society and may
fix their duties and remuneration. The Honorary Officers may delegate all duties of a
The Committee may appoint and pay such professional and business advisers as shall
from time to time be necessary for carrying out the work of the Society.
14 . MEMBERSHIP
(1) Application for Membership of the Society shall be made to the Honorary Secretary
in writing in such form as shall from time to time be prescribed by the Committee
and such application shall be determined by the Committee.
(2) The Membership subscriptions for the forthcoming year shall be determined by the
Society in Annual General Meeting and shall be paid within thirty days thereafter or
within thirty days of admission to Membership whichever shall be the later.
(3) No Member shall be entitled to attend or vote at any General Meeting of the Society
if the current subscription is overdue as aforesaid and unpaid.
a) A person whose subscription is more than one year in arrears, shall 28 days after
being notified to this effect, cease to be a Member if the subscription remains unpaid.
b) The Committee shall have power to consider the case of any member who: i)
persistently fails to discharge the generally accepted and laid-down duties of
membership and /or ii) acts in such a manner as to bring the society into disrepute,
and by a two-thirds majority of those attending and voting at a Committee Meeting
convened for the purpose, to exclude such person(s) from membership. In this case
the Member(s) so effected shall have the right to request reconsideration of the
circumstances of the exclusion under the Society's Grievance Policy.
5) HONORARY MEMBERSHIP
The Committee shall be empowered to confer Honorary Membership for life with
full privileges to such Members as it may from time to time decide.
15. ACQUISITION AND DISPOSAL OF PROPERTY
The Trustees on behalf of the Society may purchase take on lease or otherwise acquire
and may (subject to the consents for the time being by the law required) sell, let, mortgage
charge or otherwise dispose of any heritable or moveable property for the achievement
of the Society's objects and borrow or raise any sum or sums of money from persons
interested in the Society or from any other persons by way of mortgage or charge on
the whole or any part of the property assets or revenue of the Society and undertake and
execute any trusts which the Society may think it expedient to undertake but only for the
purpose of the Society. Such powers as foresaid shall be exercised as directed by the
Committee PROVIDED THAT no direction as to the acquisition or disposal or any freehold
or leasehold property shall be given without a resolution to that effect of Members
of the Society passed by two thirds of the Members present at a duly convened meeting
of the Society and when so passed such resolution shall in favour of a subsequent purchaser,
mortgage charge, lessee or grantee be binding upon all Members of the Society. A
Certificate signed by the Honorary Secretary for the time being of the Society in favour
of a purchaser, mortgagee, chargee, lessee or grantee shall be conclusive evidence that
such a direction was duly given.
16. MEETINGS OF THE SOCIETY
(1) The Annual General Meeting of the Society shall be held within four months of the
end of the financial year and every Member shall receive not less than fourteen days written
notice of such meetings.
(2) Special Meetings of the Society shall be convened by the Honorary Secretary upon
request by the Committee or any other 20 Members upon a similar notice which shall
state the business to be considered at the meeting.
(3) Accidental omission to give notice of a meeting to or the non- receipt of a notice of
a meeting by any person or body entitled to receive notice shall not invalidate the proceedings
at the meeting.
(4) The Chairman of the Society shall be the Chairman of any meeting at which he is
present and in his absence the meeting shall elect a Chairman.
(5) There shall be a quorum at any such meetings when one-third of the Members entitled
to attend and vote thereat including one of the Honorary Officers are present.
(6) a) Every matter shall be decided in the first place on a show of hands but the
Chairman may order a poll and must do so if it is required by more than one member.
b) The Society will provide an appropriate means of proxy voting at AGM's and
EGM's, in a manner to be determined by the Committee from time to time.
(7) Every Member including the Chairman shall have one vote and in the case of equality
of votes the Chairman shall have a second vote or casting vote.
Minutes of all meetings of the Society and the Committee shall be kept in books provided
for that purpose. At every meeting of the Society, or Committee the Minutes of the last
meeting of the Society, or the Committee (as the case may be), shall be read and if confirmed
by the meeting shall be signed by the Chairman.
18. BANKING ACCOUNTS
The Committee shall maintain such Banking account or accounts as thought fit into such
of which as may be appropriate shall be paid forthwith all sums of cash for the time being
belonging to the Society. Cheques shall be signed by such persons as the Committee
shall from time to time authorise with the minimum of two signatories.
The Trustees shall subject to any special trusts attached thereto invest in their name as
Trustees any monies not required for the immediate purpose of the Society in securities
in which trust money may by law be invested with the power from time to time to transpose
20. ANNUAL ACCOUNTS
The financial year of the Society shall end on the 30th day of June in each year and the
accounts of the Society shall be presented by the Honorary Treasurer to the Committee at
a suitable meeting after that date and shall be presented to the Society at its first Annual
General Meeting after that date. The accounts shall be audited by a firm of Accountants
appointed by the Society in Annual General Meeting for that purpose.
21. EXPENSES OF MANAGEMENT
All the proper costs charges and expenses of and incidental to the management of the Society
shall first be defrayed out of the income of the Society.
22. APPLICATION OF BENEFITS
In the case of the Society's public performances all expenses incurred in the production
shall be deducted from the taking for the same production the balance of monies being
disposed of to the best advantage by The Committee and after satisfying all liabilities the
surplus monies shall be distributed by the Committee for purposes of literature and the
fine arts exclusively which are also charitable purposes in the Borough of Kidderminster
as now defined. Provided that no part of the income monies or property of the Society
wheresoever belonging shall be transferred directly or indirectly to any member of the
Society by way of profit, bonus or otherwise, nothing shall prevent the payment in good
faith of reasonable and proper remuneration to any officer, member or servant of the Society
in return for any services actually rendered to the Society, nor prevent the payment
of interest at a rate not exceeding 5% on any money lent by any member or reasonable
and proper rent for the premises demised or let by any Member to the Society.
The Society may at any time be dissolved by the consent in writing of not less than fivesixths
of the Members of the Society and in the event of such dissolution the property of
the Society shall be realised and disposed of to the best advantage by the Trustees in accordance
with their powers and as directed as aforesaid and the net proceeds of such realisation
shall not be paid or distributed to the Members of the Society in any way but shall
(with the consent of the Society in General Meeting and subject to any special trusts attaching
the same) be distributed to or for the purpose of literature and the fine arts exclusively
in the Borough of Kidderminster as now defined; provided always that such purposes
are charitable purposes.
24. ALTERATION OF RULES
These Rules (other than Rule 3 and this rule) may be altered, repealed or added to by a
resolution passed at a General Meeting of the Society by three-fourths of the Members of
the Society present and voting thereat, but any proposal to alter the Rules for the time
being in force must be communicated to the Honorary Secretary in writing at least twentyeight
days before the meeting at which the proposal is to be moved.
These amended rules of the Nonentities Society were presented to the Society at an Extraordinary
General Meeting held of 28th October 2012 and accepted by the Society.
Chairman of the Society