Constitution & Standing Orders

EUTC Constitution and Standing Orders

3rd February 2012

1.0 Introduction

1.1 This constitution supercedes all previous constitutions. Any retyping of the
constitution and standing orders must be passed by a General Meeting of the company, where the President and Secretary shall sign it as a true and fair record of the current constitution and standing orders.

1.2 The name of the society shall be the “Edinburgh University Theatre Company,”
hereinafter referred to as the EUTC or the Company. Edinburgh University Students’
Association shall be referred to as EUSA. All references to academic dates pertain to
those of the University of Edinburgh.

1.3The society shall abide by any applicable laws, bye-laws and guidelines of EUSA in
relation to recognised societies. This clause is compulsory.

1.4 The society has ensured and will continue to ensure that it complies with any relevant data protection legislation

1.5 The constitution and standing orders shall be available at all times to any member of the EUTC. Any motion passed without access to this document is invalid.

1.6 EUSA considers the ruling society constitution to be that which is displayed on the Society Profile

2.0 The Company

2.1 The aims of the company shall be:

2.1.1 To maintain and encourage interest in all aspects of dramatic Art within and around the University and otherwise as shall be decided on by the Company’s members.

2.1.2 To maintain and encourage new writing and the performance of productions written by members of EUTC.

2.1.3 Dissemination of theatrical knowledge through workshops and on hand learning.

2.1.4 To foster links with the community through a children’s project and hire of the
venue.

2.1.5 To, where financially and practically possible, take theatre beyond the confines of the Bedlam Theatre and into the community.

2.1.6 To perform varied and regular productions in a variety of theatrical genres, to be decided on by the company.

2.1.7 To operate and run the Bedlam Theatre.

2.2 Re-registration of the company as a society must be submitted prior to Week 12 of Semester 2

2.3 The society believes that discrimination or harassment, direct or indirect, based on a person’s gender, age (except where it relates to licensing laws), race, skin colour, nationality, religious belief, socio-economic background, disability, HIV status, sexual orientation, gender reassignment, family situation, domestic responsibilities or any other irrelevant distinction, is detrimental to the society, the university and wider society, and will not be tolerated.

3.0 Membership

3.1 Anyone may become a member of the company, provided at least 75% of all
members are currently matriculated students within the University of Edinburgh.

3.2 An Honorary President, as many Honorary Vice Presidents and Honorary Life Members may be elected at a General meeting by simple majority.

3.3 Membership shall be open to all matriculated students of Edinburgh University.

3.4 All members who are not matriculated students of Edinburgh University shall pay at least twice the annual subscription paid.

4.0 Committee and Projects Subcommittee

4.1 The EUTC shall be administered by a permanent committee of twelve members:
President (who shall also act as Friends of Bedlam & Alumni liaison officer), Secretary
and the Business, Productions, IT Systems, Set, Theatre, Wardrobe, Entertainments,
Technical, Marketing & Front of House Managers. The Fringe Venue Manager will also
hold a voting committee position. The company may designate any additional members of the committee and positions may be created as seen fit by the company at a general meeting. The President shall hold the casting vote in all balloted decisions.

4.2 Additionally, the Previous President, until the end of the academic year for which
they were elected, shall act as a non-voting committee member.

4.3 The President, Secretary and Business Manager of the society shall all be
matriculated students of Edinburgh University.

4.3.1 The President shall be ultimately responsible for the conduct of the society

4.3.2 The Secretary shall be responsible to the President for the administration of the society

4.3.3 The Business Manager shall be responsible to the President for the finances of the society

4.4 Specific areas of the EUTC shall be administered by members of a Projects
Subcommittee which will consist of three members: Archivist, Librarian and Youth
Project Co-ordinator. The company may designate additional members of the projects Sub-Committee and positions may be created as seen fit by the company at a general meeting. Members of the Projects Subcommittee are not required to attend committee meetings and are not entitled to a vote at committee meetings.

4.5 The term of office for all committee and projects subcommittee members shall
be from April 1st- 31st March inclusive. In the absence of a committee or a projects
subcommittee member, all other committee and subcommittee members respectively will fulfil the task until a person to fulfil the role is found.

4.6 If a committee member is absent from 3 committee meetings in succession, or fails
to attend more than half of the committee meetings in a term, the chair of the committee meeting may declare (at no fault) that the position is vacant and may hold an election for a new committee member at an Extraorinary General Meeting, giving 14 days written/email notice. Any committee or projects subcommittee member who fails a vote of confidence is considered to have forfeited their post.

4.7 All office-bearers shall be subject to election annually. All members who are matriculated students of Edinburgh University shall be entitled to stand and to vote in elections. The election should be performed as described in the Standing Orders, section B, clause 8.0, Voting.

4.8 Office Bearers must be assigned to the Society Profile immediately upon election.

4.9 Members of the Committee and projects subcommittee may not hold more than one position with the exception of the Fringe Venue Manager which may be held alongside any position other than President.

5.0 Fringe Committee

5.1 A Fringe Venue Manager, Fringe Technical Manager, Fringe Theatre Manager,
Fringe Press and Publicity Manager and Fringe Business Manager shall be ratified at a meeting of the EUTC. They shall form a committee responsible for appointing additional Fringe staff as required and running the EUTC’s presence at the Fringe in the best long-term interests of the EUTC. From 1st June to no later than Freshers’ Week, they shall have operational control of the EUTC and such building(s) as it occupies.

6.0 Finances

6.1 EUSA shall operate a bank account specifically on behalf of the EUTC. The
signatories on this account will be the Business Manager and EUTC President, the Fringe Venue Manager, the Fringe Business Manager and EUSA's Vice-President (Services), EUSA’s Chief Executive and EUSA’s Support Services Manager. Cheques must be signed by one of the EUTC’s signatories and one of EUSA’s signatories. The EUTC’s Fringe Venue Manager shall be competent to act as signatory on cheques from 1st June of each year they are appointed.

6.2 The Business Manager and President of the EUTC shall be responsible for the direct administration of any approved spending, reporting to meetings as appropriate. They shall at all times behave in an open, fair and transparent manner in this regard. They shall receive all monies and have the authority to make any expenditure decisions necessary in the long-term interests of the EUTC.

6.3 Any expenditure not approved by the Business Manager, Fringe Venue Manager, Fringe Business Manager (cf.4.1 and 5.1) or President in advance shall be the liability of the person(s) making it. The President or Business Manager may waive this rule if the expenditure is adjudged (by them) to be in the long-term interests of the company.

6.4 The Business Manager shall be responsible for presenting a set of accounts audited by EUSA’s current auditor, together with a draft budget for the financial year, which shall then be subject to approval by the Committee.

6.5 The Alumni Liaison Officer is responsible for planning Alumni fundraising and
the allocation of these funds, in conjunction with Friends of Bedlam (FOB), through
the University of Edinburgh Alumni and Development Fund. Any application to the
University of Edinburgh Alumni and Development Fund to access these funds must first receive the consent of the FOB committee.

6.6 Only the president, or their nominated representative shall make any application to the Development and Alumni fund on behalf of the EUTC. No application shall be made without the approval of the EUTC and FOB organisations.

7.0 Meetings

7.1 There shall be three kinds of meeting: Committee, Company and General. The
quorum for Committee and Company meetings shall be three members of the Committee and two additional members, five in all. The quorum for General meetings shall be 10% of the current membership or 30 members; whichever is lower. There shall be weekly meetings of the company and committee during the duration of the semester. There shall be at least one general meeting per semester. There shall be one General Meeting between weeks 7 and 11 of semester two; which shall be the Annual General Meeting. Additional general meetings, called Extraordinary General Meetings, can be called by the committee, or by a petition of members equal to the quorum of a General meeting.

7.2 Committee and Company meetings shall occur at as consistent a time and place as circumstances will allow. The Secretary and President shall use reasonable endeavours to publicise the meetings to the membership. In the case of a General Meeting this shall take place no later than two weeks before the scheduled meeting. In the case of an Extraordinary General Meeting, this shall take place no later than one week before the scheduled meeting.

7.3 Decisions of meetings are proposed in the form of motions. These motions shall be within the law, only General Meetings shall be deemed competent to contradict or alter the constitution or standing orders, and committee members may only be elected at a general meeting. If a committee post has been offered at a general meeting and remains or becomes unfilled, an election motion may be proposed at a subsequent meeting of the company.

7.4 Voting rights are as follows: Committee Meetings: All committee members present. Company Meetings: All members present not in debt to the company. General Meetings and a meeting of the company where shows are selected: all members who are not in debt to the company.

7.5 Proxy Votes: those members absent with unavoidable reason and not in debt to the company may appoint a proxy to vote on their behalf at a Company Meeting. A proxy vote may be requested by electronic means. All proxy votes must be recorded separately. Any member may raise an objection to a proxy vote, if so a motion in favour of granting the proxy vote must be proposed and put to a vote. Proxy votes may only be exercised at a General Meeting of the Company.

7.6 All members must receive at least 14 days written notification of the Annual General Meeting and elections not held at the Annual General Meeting

8.0 Ethical/ Legal Status of the EUTC

8.1 The EUTC’s activities must, at all times, remain on an amateur & legal basis.

8.2 The EUTC shall pursue its goals regardless of gender, sexuality, race, colour,
nationality, ethnic origin, marital status, disability, socio-economic background, age or religious belief. In short the EUTC shall provide equal opportunities to every member not in debt to the company to take part in its activities, to the best of its abilities.

8.3 Intellectual Property, when created by members of the company, has copyright vested with that member, and not the company. Its creator must approve all changes to this material. In the case of new writing, the producer and director of such productions must be approved by the writer, as must any later changes to these two positions.

8.4 Anybody conducting activity prohibited under this constitution shall be held
responsible for their actions without fault on the part of the company.

8.5 The society has taken and will continue to take all necessary steps to ensure that
our meetings, events and socials are accessible to all, irrespective of any disability.

8.6 The society has ensured and will continue to ensure that it complies with any relevant data protection legislation.

Standing Orders

Section A

1.0 The Chair:

1.1 The Chair shall be the President or their nominee.

1.2 The meeting shall be opened by the chair at the appointed time and they shall adjourn the meeting on the completion of business or the passing of a motion to adjourn.

1.3 The Chairperson shall vacate their position and appoint a temporary nominee if they wish to take an active part in debate.

1.4 The Chair shall make rulings on all matters relevant to the constitution and standing orders. A ruling may be challenged; in which case, the chair shall vacate their position, and a motion shall be passed to appoint a nominee. A vote will be held to determine if the ruling is valid.

1.5 Any member may propose a vote of no confidence in the Chair. If the motion is
passed the chair must vacate their position and a nominee of the proposer of the motion shall take their place.

2.0 Attendance:

2.1 The secretary shall maintain a record of all members present at a General Meeting or any other meeting at which show selection takes place.

2.2 Only members recorded as present, or who have obtained a proxy vote, may be issued a voting form for General or meetings of the company where shows are selected.

3.0 Motions:

3.1 Constitutional amendments can be passed at a general meeting, open to all members, 14 days notice of which shall be given. Motions for amendment of the constitution or standing orders must be submitted to the committee for inclusion on the agenda at least a week in advance of the relevant meeting. Other motions may however be included in ‘Any Other Competent Business’ (AOCB), or under the relevant business without notification. All motions must have a proposer and a seconder in order to be competent for discussion.

3.2 On presentation of the motion, the Chair will ask if there are any direct negatives to it, or amendments to it. In the absence of both, the motion is carried unanimously. Any member may propose an amendment, direct negative, or demand that the motion is put to vote, they shall have the same rights as the proposer of the motion.

3.3 Amendments to the motion shall be debated prior to the direct negatives, and shall be taken in turn. The proposer of the motion may accept an amendment without putting it to a vote if they wish. If a member objects to the change, a vote must be taken on the amendment.

3.4 If an amendment is carried, it becomes incorporated in the original motion and the proposer of the amendment may assume the role of proposer of the motion if they wish. The amended motion is then proposed in place of the original.

3.5 Motions shall take effect upon the adjournment of the meeting (unless otherwise
stated in the motion). No motion shall be self-referential, or designed to entail paradox within the constitution or standing orders of the EUTC.

3.6 All motions shall be governed by the voting rules as outlined in the points below.

3.6.1 If an amendment is put forward, the proposer of the amendment shall speak first, followed by the proposer of the original motion. If a direct negative is put forward, the proposer of the motion shall speak first, followed by the challenger.

3.6.2 Points of order (relating to the rules of this document) shall be addressed to the chair who shall make a ruling as necessary. Only members raising a point of order to the chair and the chair may interrupt the current speaker.

3.6.3 Any member may put a motion to a vote at any point in a meeting. The chair shall then make a ruling or request a show of hands. On moving to a vote, both sides shall sum up, in reverse order from which they originally spoke, both sides may waive their right to do so. Only points of order may be raised at this stage. The result of the vote must be recorded in the minutes.

3.6.4 Any member consistently contravening the Standing Orders or Constitution of the EUTC or deliberately obstructing the passage of the meeting; may be asked to leave by the chair. The member asked may propose a motion allowing them to remain; simple majority shall decide this.

3.6.5 Any member given the floor shall have the right to be heard without undue
interference.

3.7 Motions for the election of an Honorary President, Honorary Vice Presidents and Honorary Life Members are governed by these additional points. The election must be submitted in writing, and seconded by at least 20 other members. The written nomination must include the name and signature of all the nominating members.

Section B

1.0 Conduct:

1.1 All members shall make best endeavours to act in the long-term interests of the
EUTC and any building(s) it occupies whilst on company business. The committee may require or prevent activities on this basis. Any decision taken under this clause may be overruled by vote against at a meeting of the company. Where a shows priorities are opposed to those of the EUTC, the EUTC shall take precedence.

1.2 Additional Health and Safety measures. All members of the EUTC shall behave in
accordance with any Health and Safety guidelines as specified by the committee. This is additional to the legal HSE requirement of the constitution section 8.

1.3 Duty of Information: all production teams shall seek the advice of the committee on significant or unusual activity relating to their show prior to proposing and/or undertaking such activity. All members must act openly and honestly whilst giving information to a meeting of the company.

2.0 Show Proposals:

2.1 Any member who is not in debt to the company may propose to direct, produce,
stage-manage or tech a show.

2.1.1 The President and the Business Manager will not be a member of the production team of any EUTC show. The only exception to this will be in the event of a Fringe show. If there is any doubt as to the involvement then a decision will be made by committee vote.

2.2 All proposed shows must have a director, a producer, a stage manager and a
technician. For Lunchtimes only, the producer and the stage manager is allowed to be the same person.

2.3 All shows must be proposed and selected at a General Meeting of the EUTC. All General Meetings must be announced with at least two week’s notice.

2.4 Any member may stand to fill vacant posts within a production team at any meeting of the company.

2.5 Positions on a proposal must be filled by a company member at the time of the
proposal deadline. Failure to ensure this, or any subsequent change to the proposal form without the consent of the committee, renders the proposal late. If the positions have not been filled by the selection meeting the proposal is void.

2.6 Before any show may be put forward to preference vote it must have passed a
production merit vote. (See clause 8.0 below). The criteria for this vote are: i): is the
production team of sufficient competence to fulfil their proposal? ii): Is the production of sufficient artistic value? iii): Will the production operate in the best long-term interests of the EUTC?

3.0 Shows:

3.1 A Lunchtime is a single performance of a dramatic production, which takes place on a Wednesday Lunchtime. An extra performance may take place if the show has sound grounds for doing so. The committee shall be competent to decide this and shall allot a time for the performance to take place. Any motion to overrule their decision shall come in the form of a vote against the committee’s decision at a meeting of the company.

3.2 A Mainterm is a dramatic production that takes place in an early evening slot, allotted to it by the EUTC. It may have no fewer than three performances. If deemed practical by the committee a Mainterm may also apply for a matinee slot. Any motion to overrule their decision shall come in the form of a vote against the committee’s decision at a meeting of the company. The production team shall indicate the length of run at the time of proposal. Any change to the run shall be proposed at a company meeting not less than three weeks before the run begins. This cannot affect any other pre-arranged EUTC event.

3.3 An extraordinary show is any production, which could not reasonably meet the above criteria. This is to be decided by the committee. If any member objects to the ruling of the committee, a vote is conducted against the committee’s ruling. Any proposal for an extraordinary show that clashes with another EUTC show or event is declared void. The organiser (who shall be the producer in the first instance) of the affected show or event may choose to waive this right.

3.4 The number of slots having been decided at a committee meeting, a preference
system (see clause 8.0 below) incorporating each show on its merits shall be used on
all proposals submitted before the advertised deadline. In order of preference, accepted shows shall choose their preferred slot from those available. If unfilled slots remain, the preference system shall be used on any shows deemed late and the remaining slots allocated in order of preference. Shows may swap slots by mutual consent at this stage, or withdraw their proposal.

3.5 If a slot falls vacant for any reason, or circumstances substantially alter the
performance conditions of a slot, the committee may reopen the slot selection procedure, strictly on the order of the original preference vote, ignoring any shows that no longer require a slot. Their decision for or against may be reversed by the passing of a motion at a meeting of the company.

4.0 Production Guidelines:

4.1 All shows shall follow the production guidelines at all times. All members of the
production team are jointly and severally liable for any failure to comply in this matter.

4.2 The productions manager shall be responsible for creating and distributing the
production guidelines, following advice from the committee. They must use best
endeavours to do so.

4.3 The productions manager shall ensure these are up to date prior to a General Meeting of the company. A set of production guidelines must be ratified at a general meeting of the company at least once a year.

4.4 Producers are responsible for obtaining the guidelines and briefing their team. They shall use best endeavours to do so.

4.5 The Chair may temporarily suspend an article of the production guidelines if they
believe it is in the best interests of the EUTC to do so. The suspension must be of fixed duration and cannot in any case extend beyond the next General Meeting of the company.

5.0 Fringe:

5.1 The Fringe Venue Manager shall decide the number of slots available to EUTC
productions prior to the AGM. The Fringe Venue Manager must allocate at least one slot to the EUTC.

5.2 A preference system (see clause 8.0 below) shall be used to select EUTC Fringe
productions under all circumstances, following the passing of a production merit vote.

5.3 The EUTC President, outgoing Fringe Venue Manager and EUSA representatives
will interview the Fringe Venue Manager. In the event of conflicts of interest the
remaining members of this panel may select a replacement member.

5.4 The EUTC President, Fringe Venue Manager and EUSA representatives, together
with others as deemed appropriate by this group, will interview for the other three Fringe positions, in the event of a conflict of interest see 5.3.

5.5 The EUSA office bearer shall have the right to refer a decision made by the panel to the EUSA Finance Committee only if they feel the interview was not conducted fairly.

6.0 Festivals:

6.1 Any member may propose a Festival to be organised by the EUTC. This must be
done at a General Meeting and be submitted one week prior to that meeting. Such a
festival must be budgeted to cover all expenses. Voting will operate as per section 8
below.

6.2 The proposal of a festival must include a named Administrator who is responsible for the running of that festival and creating a sub committee of: a Marketing Officer, a Theatre Manager for each venue, a Technical Manager, a Box Office manager and a Café Manager (if there is to be a box office or café respectively). All persons filling these positions must be members and ratified at a company meeting.

7.0 Procedure:

7.1 The proposers of all shows and all persons standing for election have the right to a short speech (duration to be specified by the chair), followed by questions as directed by the chair.

8.0 Voting:

A Single Transferable Vote, or STV, shall be used in all cases where a preference vote is required. The voting and counting procedure is detailed below. For simplicity, 'candidate' shall refer to any person, show or proposal standing in an election. In any preference vote a decision against all candidates is valid and shall be indicated by the words 'none' or 'no-one', as appropriate. In any vote where only one candidate stands, a STV may be performed between the candidate and 'none' or 'no-one'. This is equivalent to a simple YES/NO majority vote.

8.0.1 Members rank candidates in order of preference, beginning with 1, and marking as many candidates as they choose, upto the number of candidates on the ballot. ‘None’ or ‘no-one’ shall always be a valid candidate for which to vote and should always be included on the ballot.

8.0.2 A quota is calculated using the Droop quota formula. This quota is the minimum number of votes a candidate requires to secure a winning place. The formula is: Quota = V/(P+1) + 1 where: V = Total number of valid votes. (Spoiled ballots to be recorded separately.) P = Number of winning places available. (e.g. For a committee position P=1, for show proposals P = number of available slots.) The result should always be rounded down to the nearest integer (e.g. 17.667 should become 17).

8.0.3 First preference votes are counted. If a candidate has equalled or passed the quota then they are declared elected and their surplus votes are redistributed as described below (section 8.0.4). If no candidate has reached the quota then the ballots from the candidate with the lowest number of votes are redistributed amongst the remaining candidates; the votes are transferred at their current value, according to the next highest preference on the ballot, and thus a candidate is removed from the election. Repeat this process until all winning places have been filled or until as many candidates remain as there are winning places.

8.0.4 Redistributing surplus votes: Surplus votes are those a candidate receives above the quota (e.g. candidate's total votes – quota). The surplus votes are redistributed according to the ratio of next highest preferences from the candidate's total votes. In the case of the next highest preference being either already elected or eliminated, the subsequent preference should be used. If no further preferences have been cast then the ballot becomes non-transferable and should be recorded as such, at it's current value. The redistributed votes each candidate receives are calculated using the following formula:
Redistributed votes for candidate B = (s/t) x n
where: s = Number of surplus votes.
t = Total number of votes for candidate being redistributed.
n = Number of next preference votes for candidate B.
(e.g. Assume the quota is 20 and candidate A has 24 votes. If the next preference is for candidate B on 12 of those ballots, and for candidate C on the other 12, then the 4 surplus votes may be split evenly between B and C. Alternatively, if the next preference is B for 3, C for 15 and 6 are unspecified then B gets 0.5 additional votes, C gets 2.5 and 1 vote is not re-allocated and recorded as non-transferable.)

8.0.5 The order of preference shall be decided by the order in which the candidates reach the quota; if there comes a point when there are as many candidates as winning places, they shall be ranked according to their total votes received. In the event of a tie between two or more candidates, the chair will hold the casting vote.

8.1 The Chair shall signal that a vote is to be taken and whether it is to be by secret ballot or show of hands.

8.2 Any member may request a secret ballot. If they do so a secret ballot must be carried out.

8.3 If the motion is to be decided by show of hands, the members directly affected by the motion must leave the room.

8.4 The Chair shall appoint two vote takers from the members present, who are not
directly involved in the motion under debate.

8.5 These vote-takers shall count the number of votes and inform the chair of the result.

8.6 In the event of there being an obvious majority in favour, the Chair may declare the motion to be ‘passed by acclaim’. Any member present may challenge this decision, at which point the votes will be counted as normal.

8.7 In the event of a secret ballot any member who wishes may observe the count.

8.8 Voting is by simple majority in committee meetings. Votes on production merit,
proposed motions and amendments to the constitution or standing orders require a 2/3 majority in favour, using a YES/NO ballot. In the case of show selection, appointment to posts or any vote that requires a preference system, the method of voting described in clause 8.0 shall be used. In all other cases (unless indicated otherwise herein) votes require a 2/3 majority. Spoiled ballots shall be discounted from all votes, before counting begins, and recorded seperately.

8.9 A revote may be called if behaviour contravening the Constitution or Standing Orders has taken place before or during the vote.