Terms & Conditions and Articles of Association

UK THEATRE ASSOCIATION: Subscription Schemes Terms & Conditions

These Terms & Conditions govern the following membership subscriptions:

  • Professional  
  • Professional Plus  
  • Concert Hall Affiliate  
  • Partner 

General    

1.         In these Terms &Conditions:

“AGM” means an annual general meeting of UK Theatre; “Board” means the directors of UK Theatre;

“Board Member” means a director of UK Theatre;

“business day” means a day that is a Monday to Friday inclusive that is not a public holiday or bank holiday in England;

“Casual Election Procedure” means the election procedure set out in Clauses 22 to 26; “Chief Executive” means the Chief Executive of UK Theatre;

“Clause” means a clause of these Terms & Conditions;

“clear business days” in relation to the period of a notice means a period of business days excluding:

(a)       the day when the notice is given or deemed to be given; and    

(b)       the day for which it is given or on which it is to take effect;

“electronic form” means a document sent or supplied by electronic means (for example, by e-mail or fax), or by any other means while in an electronic form (for example, sending a disk by post);

“electronic means” has the meaning given in section 1168 of the Companies Act 2006 (including any statutory modification or re-enactment thereof for the time being);

“Organisation Member” means a Full, Group or Deposit Member as defined in UK Theatre’s Articles of Association;

“Standard Election Procedure” means the election procedure set out in Clauses 17 to 21;

“Subscription Schemes” means the subscription schemes for Concert Hall Affiliate Members, Partner Members, and Professional and Professional Plus Members;

“Subscriber” means a Concert Hall Affiliate Member, Partner Member, Professional Member or Professional Plus Member;

“Terms & Conditions” means these Terms & Conditions as amended from time to time; “UK Theatre” means UK Theatre Association;

“Voting Subscriber” means a Subscriber who is eligible to vote in an election of Board Members, being:  

(a)       in the case of the Concert Hall Affiliate Members Subscription Scheme, any Concert Hall Affiliate Member provided it owes no sums to UK Theatre; and    

(b)       in the case of the Professional and Professional Plus Members Subscription Scheme, any Professional Member or Professional Plus Member who:

(i)        has not acquired his or her membership through an Organisation Member, a Concert Hall Affiliate Member or a Partner Member;

(ii)       is not employed by an Organisation Member, a Concert Hall Affiliate Member or a Partner Member; and

(iii)      owes no sums to UK Theatre;

“writing” or “written” means written, printed or lithographed, represented or reproduced using any other modes of representing or reproducing words in a visible form, including in electronic form or any combination of those forms.

2.         In the Casual Election Procedure and the Standard Election Procedure the terms “Voting Subscribers”, “Subscriber Representatives” and “Subscriber Board Members” mean Voting Subscribers, Subscriber Representatives and Subscriber Board Members of the Subscription Scheme to which the election relates.

3.         In these Terms & Conditions the singular includes the plural and vice versa.

Membership 

4.         Subject to Clauses 4 (a), (b) and (c), eligibility for Subscription Scheme membership is limited to individuals, corporate bodies and other entities (as applicable) professionally involved in the production and/or presentation and/or management of the performing arts:

(a)       Concert   Hall   Affiliate   Members Subscription  Scheme:     venues other than theatres, and for whom theatre is less than 25% of what they present;

(b)       Partner Members Subscription Scheme: organisations which supply goods and services to the performing arts; and

(c)       Professional and Professional Plus Members Subscription Scheme: individuals working in the performing arts.

5.         Applications for membership must be in such form as UK Theatre may from time to time determine.

6.         UK Theatre may at its discretion refuse an application for membership and need not give any reason for such refusal.

7.         Any Subscriber which is not an individual may appoint an individual to act as its representative (“Subscriber Representative”).

Subscription fees

8.         Subscribers must pay such subscription fees, by such payment method and at such intervals as UK Theatre may from time to time determine. UK Theatre will give Subscribers at least ten working days’ notice of any change to subscription fees.

9.         Subject to Clause 13, subscription fees are non-refundable.

10.      Any subscription fees or other sums due at the time at which a Subscriber resigns will remain due and payable.

Removal from membership

11.      UK Theatre may at its discretion terminate a Subscriber’s membership at any time and need not give any reason for such termination.

12.      A Subscriber whose membership is terminated under Clause 11 may not re-apply for membership for such period of at least 12 months as UK Theatre may at its discretion determine.

13.      A Subscriber whose membership is terminated under Clause 11 shall be entitled to a refund of his, her or its subscription calculated pro-rata according to the number of complete months outstanding on the subscription.

Election of Board Members

14.      The Voting Subscribers to the Concert Hall Affiliate Members Subscription Scheme and the Voting Subscribers to the Professional and Professional Plus Subscription Scheme may elect individuals to act as Board Members (“Subscriber Board Members”) as follows:

(a)       the Voting Subscribers to the Concert Hall Affiliate Members Subscription Scheme may from time to time elect one Subscriber Representative from that Subscription Scheme as a Subscriber Board Member; and

(b)       the Voting Subscribers to the Professional and Professional Plus Members Subscription Scheme may from time to time elect two Subscribers from that Subscription Scheme as Subscriber Board Members.

15.      In the case of the Concert Hall Affiliate Members Subscription Scheme, any Subscriber Representative to that Scheme is eligible to stand for election as a Subscriber Board Member provided he or she and the Subscriber he or she represents owe no sums to UK Theatre.

16.      In the case of the Professional and Professional Plus Subscription Scheme, any Subscriber to that Scheme is eligible to stand for election as a Subscriber Board Member provided he or she:

(a)       has not acquired his or her membership through an Organisation Member, a Concert Hall Affiliate Member or a Partner Member;

(b)       is not employed by an Organisation Member, a Concert Hall Affiliate Member or a Partner Member; and 

(c)       owes no sums to UK Theatre.

Standard Election Procedure

17.      Nominations for the election of Subscriber Board Members will be requested from the Voting Subscribers by the Chief Executive not later than one week after the date of the AGM (the “AGM Date”).

18.      Written notice of a nomination must be given to the Chief Executive not earlier than one week and not later than three weeks after the AGM Date. Nominations must be signed by the proposer and counter-signed by the nominee indicating his or her consent to stand for election. The proposer must be a Voting Subscriber.

19.      A Subscriber Board Member offering him or herself for re-election will be deemed to have been nominated.

20.      If the number of nominations for election or re-election does not exceed the number of vacancies for Subscriber Board Members, the nominees will be deemed elected or re- elected as appropriate and the Chief Executive will notify this fact to the Voting Subscribers.

21.      If the number of nominations for election or re-election exceeds the number of vacancies for Subscriber Board Members:

(a)       the Chief Executive will circulate to all Voting Subscribers voting papers containing the names of all nominees together with brief details regarding the nominee's present occupation, relevant experience and reasons for standing for election or re-election four weeks after the AGM Date. Where a nominee is standing for re-election or is a co-opted Board Member standing for election, the Chief Executive will also include the nominee’s record of attendance at Board meetings in the past 12 months or for the period of co-option;

(b)       Voting Subscribers must return their voting papers to the Electoral Reform Society not later than seven weeks after the AGM Date. Votes will be counted  by the Electoral Reform Society as soon as possible and the Electoral Reform Society will use the single transferable voting system to determine who is elected. The Electoral Reform Society will write to the Chief Executive with the result of the vote, including how many voting papers were received and how many wereinvalid;

(c)       subject to Clause 21 (d), the Subscriber Board Member vacancies will be filled  by the candidates whom the Electoral Reform Society report to the Chief Executive as having been elected under the single transferable voting system;

(d)       in the event of there being equal numbers of votes for the last vacancy, the Chief Executive will draw the name of one candidate (using any method where each candidate has an equal chance of being drawn) and that candidate will be elected;

(e)       the Chief Executive will inform the candidates of the result of the election as soon as possible; and

(f)        the Chief Executive will inform the Voting Subscribers of the outcome of any vote not later than nine weeks after the AGM Date.

Casual Election Procedure

22.      Should the office of a Subscriber Board Member (“Early-Retiring Subscriber Board Member”) elected in accordance with the Standard Election Procedure terminate prior to the expiry of his or her term of office pursuant to Clause 27, 28 or 33 with more than six months of his or her term of office remaining, an election will be held in accordance with the Casual Election Procedure. If there is six months or less of his or her term of office remaining, the vacancy will not be filled until the next election which takes place in accordance with the Standard Election Procedure.

23.      Nominations for the election of a Subscriber Board Member will be requested from the Voting Subscribers by the Chief Executive not later than two weeks after the date on which the vacancy is created by the Early-Retiring Subscriber Board Member or, if later, the date on which the Chief Executive becomes aware of the vacancy (the “Vacancy Date”).

24.      Written notice of a nomination must be given to the Chief Executive not earlier than two weeks and not later than four weeks after the Vacancy Date. Nominations must be signed by the proposer and counter-signed by the nominee indicating his or her consent to stand for election. The proposer must be a Voting Subscriber. An existing Subscriber Board Member may not be nominated.

25.      If the number of nominations for election does not exceed one, the nominee will be deemed elected and the Chief Executive will notify this fact to the Voting Subscribers.

26.      If the number of nominations for election exceeds one:

(a)       the Chief Executive will circulate to all Voting Subscribers voting papers containing the names of all nominees together with brief details regarding the nominee's present occupation, relevant experience and reasons for standing for election five weeks after the Vacancy Date. Where a nominee is a co-opted Board Member standing for election, the Chief Executive will also include the nominee’s record of attendance at Board meetings for the period of co-option;

(b)       Voting Subscribers must return their voting papers to the Electoral Reform Society not later than eight weeks after the Vacancy Date. Votes will be counted by the Electoral Reform Society as soon as possible and the Electoral Reform Society will use the single transferable voting system to determine who is elected. The Electoral Reform Society will write to the Chief Executive with the result of the vote, including how many voting papers were received and how many were invalid;

(c)       subject to Clause 26 (d), the vacancy created by the Early-Retiring Subscriber Board Member will be filled by the candidate whom the Electoral Reform Society report to the Chief Executive as having been elected under the single transferable voting system;

(d)       in the event of there being equal numbers of votes for the vacancy, the Chief Executive will draw the name of one candidate (using any method where each candidate has an equal chance of being drawn) and that candidate will be elected;

(e)       the Chief Executive will inform the candidates of the result of the election as soon as possible;and

(f)        the Chief Executive will inform the Voting Subscribers of the outcome of any vote not later than ten weeks after the Vacancy Date.

Retirement of Subscriber Board Members

27.      Subject to Clause 28, the term of office of a Subscriber Board Member elected in accordance with the Standard Election Procedure will commence on the day which is nine weeks after the AGM Date and will end on the day which is nine weeks after the AGM Date in the third year after his or her election. Retiring Subscriber Board Members may seek re-election for a further three-year term. Subject to Clause 30 (a) Subscriber Board Members may not serve for more than six consecutive years (five consecutive years in the case of the Subscriber Board Member with the shorter first term pursuant to Clause 28) and will not be eligible for re-election until a further three years have elapsed.

28.      In 2014 only, in the case of the Professional and Professional Plus Subscription Scheme, the first term of office of one of the two Subscriber Board Members elected pursuant to the Standard Election Procedure will end on the day which is nine weeks after the AGM Date in the second year after his or her election. The Chief Executive will draw the name of such Subscriber Board Member (using any method where each of the two Subscriber Board Members has an equal chance of being drawn) prior to fulfilling the requirements of Clauses 21 (e) and (f).

29.      The term of office of a Subscriber Board Member elected in accordance with the Casual Election Procedure will commence on the day which is ten weeks after the Vacancy Date and will end on the day which is nine weeks after the AGM Date in what would have been the third year after the Early-Retiring Subscriber Board Member’s election had he or she remained in office for a full term in accordance with Clause 27.

30.      Where the Early-Retiring Subscriber Board Member:

a)       had 18 months or less of his or her term of office remaining on the Vacancy Date the Subscriber Board Member elected to fill the vacancy may seek re-election for two further three-year terms;or

(b)       had more than 18 months of his or her term of office remaining on the Vacancy Date the Subscriber Board Member elected to fill the vacancy may seek re- election for one further three-year term,

in each case, election in accordance with the Standard Election Procedure being required for any such further three-year term. 

31.      For the purposes of Clauses 27 to 30 a year is the period between the day which is nine weeks after an AGM Date and the day which is nine weeks after the subsequent AGM Date, however long it maybe.

Removal of Subscriber Board Members

32.      References to “Voting Subscribers” and “Subscriber Board Member” in Clause 33 mean the Voting Subscribers and any Subscriber Board Member of that Subscription Scheme.

33.      If the Chief Executive receives a written request from at least 5% of Voting Subscribers (the “Written Request”) to remove a Subscriber Board Member representing their Subscription Scheme before the expiry of his or her term of office, the Chief Executive shall either:

(a)       circulate to all Voting Subscribers a written resolution, to be passed by a simple majority of Voting Subscribers, that such a Subscriber Board Member be removed from office immediately (the “Written Resolution”); or

(b)       call a meeting of the Voting Subscribers with at least 28 clear days’ notice, giving notice of a resolution (the “Meeting Resolution”), to be passed by a simple majority of the votes cast by Voting Subscribers present in person at the meeting, for the immediate removal of the Subscriber Board Member from office.

Means of communication

34.      Any notice to be given to or by any person pursuant to these Terms & Conditions must be in writing.

35.      UK Theatre may give any notice to a Subscriber either:

(a)       personally (and in the case of a Subscriber which is not an individual this includes when notice is handed to the relevant Subscriber Representative);or

(b)       by sending it in electronic form:

(i)        to the address or number for the time being notified for that purpose by the Subscriber to UK Theatre;or

(ii)       through publication in UK Theatre’s newsletter or on UK Theatre’s website.

36.      Where a notice is:

(a)       served personally in the case of personal service, the notice shall be deemed effective at the time of delivery;or

(b)       served in electronic form, service of the notice shall be deemed to be effected by properly addressing and sending an electronic transmission containing the notice and to have been effected at the expiration of one clear business day after the transmission is sent.

37.      Proof that a facsimile or electronic mail transmission setting out the terms of the notice was properly addressed and despatched is conclusive evidence that the notice was given.

38.      The address for service of UK Theatre is ceooffice@soltukt.co.uk or such other electronic mail address as may be notified by the Chief Executive from time to time, or 32 Rose Street, London, WC2E 9ET.

39.      A Subscriber who has not provided a facsimile transmission number in the United Kingdom or an electronic mail address at which notice may be served on him, her or it, is not entitled to have notices served on him, her or it.

Changes to Terms & Conditions

40.      UK Theatre may at its discretion alter or add to these Terms & Conditions at any time on 14 days’ notice.

UK Theatre Organisation Members are required to abide by our Articles of Association

On applying for Organisation Membership with UK Theatre, they must tick to agree that they support UK Theatre Association’s aims and if elected into the membership I agree to abide by UK Theatre Association’s Articles of AssociationThis includes, accepting the minimum terms and conditions of those agreements currently in place with trade unions recognised by UK Theatre Association representing those working in professional theatre, and agree to use the contracts of employment currently in place with these trade unions unless a separate House Agreement has been negotiated.


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"UK Theatre" is the operating name of UK Theatre Association, a company limited by guarantee registered in England and Wales, whose registered office is at 32 Rose Street, London, WC2E 9ET, Company No 323204.