1. In these Terms & Conditions:
“AGM” means an annual general meeting of UK Theatre;
“AGM Date” means the date on which UK Theatre’s AGM is held;
“Board” means the directors of UK Theatre;
“Board Member” means a director of UK Theatre;
“CHAM Subscriber Board Member” means any Subscriber Representative to the Concert Hall Affiliate Members Subscription Scheme who is a Board Member on the Commencement Date;
“Chief Executive” means the Chief Executive of UK Theatre;
“Clause” means a clause of these Terms & Conditions;
“clear days” in relation to the period of a notice means a period of calendar days (inclusive of weekends and both public and bank holidays) 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;
“Commencement Date” means 10 November 2021;
“Co-opted Board Member” has the meaning given to it in the Articles;
“electronic form” and “electronic means” have the meaning given in section 1168 of the Companies Act 2006 (including any statutory modification or re-enactment thereof for the time being);
“Elected Board Member” has the meaning given to it in the Articles;
“Organisation Member” means a Full or Group Member as defined in the Articles;
“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;
“Subscriber Board Member” means a Subscriber to the Professional and Professional Plus Members Subscription Scheme who:
(a) is a Board Member on the Commencement Date and was elected as such in the election process commencing in the week immediately following the AGM Date in 2020; or
(b) is elected to act as a Board Member in accordance with these Terms & Conditions;
“Terms & Conditions” means these Terms & Conditions as amended from time to time;
“UK Theatre” means UK Theatre Association;
“Voting Subscriber” means a Professional or Professional Plus Member who is eligible to vote in an election of Subscriber Board Members, being any Professional Member or Professional Plus Member who:
(a) has not acquired their 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;
“writing” or “written” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
2. In these Terms & Conditions the singular includes the plural and vice versa.
3. Any matter concerning the governance of the Subscription Schemes which is not covered by these Terms & Conditions shall be determined at UK Theatre’s discretion.
4. These Terms & Conditions shall come into force on the Commencement Date.
5. Subject to Clauses 5 (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 in the United Kingdom:
(a) Concert Hall Affiliate Members Subscription Scheme: venues other than theatres in the United Kingdom, 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 in the United Kingdom; and
(c) Professional and Professional Plus Members Subscription Scheme: individuals working in the performing arts in the United Kingdom,
save that Clause 5 (c) will not prevent any Professional or Professional Plus Member who is a Subscriber Board Member on the Commencement Date remaining a Subscriber Board Member until the date which is seven weeks after the AGM Date in 2021.
6. Applications for membership must be in such form as UK Theatre may from time to time determine.
7. UK Theatre may at its discretion refuse an application for membership and need not give any reason for such refusal.
8. Any Subscriber which is not an individual may appoint an individual to act as its representative (“Subscriber Representative”).
9. 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.
10. Subject to Clause 14, subscription fees are non-refundable.
11. Any subscription fees or other sums due at the time at which a Subscriber resigns will remain due and payable.
Removal from membership
12. UK Theatre may at its discretion terminate a Subscriber’s membership at any time and need not give any reason for such termination.
13. A Subscriber whose membership is terminated under Clause 12 may not re-apply for membership for such period of at least 12 months as UK Theatre may at its discretion determine.
14. A Subscriber whose membership is terminated under Clause 12 shall be entitled to a refund of their subscription calculated pro-rata according to the number of complete months outstanding on the subscription.
Removal of the Concert Hall Affiliate Members Subscription Scheme
15. The Concert Hall Affiliate Members Subscription Scheme shall be closed to new Subscribers with effect from the AGM date in 2021.
16. The Concert Hall Affiliate Members Subscription Scheme shall be removed with effect from 1 January 2022 and the membership of any Concert Hall Affiliate Member current at that date shall cease immediately.
17. Subject to Clause 18, with effect from 1 January 2022 these Terms & Conditions shall be read as if all references to the Concert Hall Affiliate Members Subscription Scheme and Concert Hall Affiliate Members had been deleted.
18. Nothing in these Terms & Conditions shall prevent any individual who is a CHAM Subscriber Board Member on 31 December 2021 from remaining a Subscriber Board Member until the date which is seven weeks after the AGM Date in 2022.
Election of Subscriber Board Members
19. The Voting Subscribers may from time to time elect two Subscriber Board Members and with effect from the date which is seven weeks after the AGM Date in 2022 this number shall increase to three.
20. Any Subscriber to the Professional and Professional Plus Members Subscription Scheme is eligible to stand for election as a Subscriber Board Member provided they:
(a) have not acquired their membership through an Organisation Member, a Concert Hall Affiliate Member or a Partner Member;
(b) are not employed by an Organisation Member, a Concert Hall Affiliate Member or a Partner Member; and
(c) owe no sums to UK Theatre.
21. 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 AGM Date. Each such request will specify a date by which a nomination must be given to the Chief Executive. A nomination will only be valid on receipt by the Chief Executive of a written notice of a nomination signed by the proposer and counter-signed by the nominee indicating their consent to stand for election. The proposer must be a Voting Subscriber.
22. A Subscriber Board Member offering themselves for re-election will be deemed to have been nominated.
23. 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.
24. If the number of nominations for election or re-election exceeds the number of vacancies for Subscriber Board Members the process and format for the election of Subscriber Board Members will, subject to Clause 25, be as laid down by UK Theatre.
25. If an election is necessary pursuant to Clause 24 voting forms will be issued to all Voting Subscribers. Votes will be counted using the single transferable voting system. 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. UK Theatre may (in its discretion) appoint independent scrutineers to supervise the counting of votes and declare the result of voting.
26. The Chief Executive will announce the outcome of any vote not later than seven weeks after the AGM Date.
Retirement of Subscriber Board Members
27. The term of office of a Subscriber Board Member will commence on the day which is seven weeks1 after the AGM Date and will end on the day which is seven weeks after the AGM Date in the third year after their election. Retiring Subscriber Board Members may seek re-election for a further three-year term. Subscriber Board Members may not serve for more than six consecutive years and will not be eligible for re-election as a Subscriber Board Member or election as an Elected Board Member or for co-option as a Co-opted Board Member until one year has elapsed.
28. For the purposes of Clause 27 a year is the period between the day which is seven2weeks after an AGM Date and the day which is seven weeks after the subsequent AGM Date, however long it may be.
Removal of Subscriber Board Members
29. If the Chief Executive receives a written request from at least 5% of Voting Subscribers (the “Written Request”) to remove a Subscriber Board Member before the expiry of their 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 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
30. Any notice to be given to or by any person pursuant to these Terms & Conditions must be in writing.
31. 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 for the time being notified for that purpose by the Subscriber to UK Theatre; or
(ii) through publication on UK Theatre’s website.
32. Where a notice is:
(a) served personally in the case of personal service, the notice shall be deemed effective at the time of delivery;
(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 time the transmission is sent; or
(c) served by publication on UK Theatre’s website, service of the notice shall be deemed to be effected when the material was first made available on the website or, if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.
33. Proof that an electronic mail transmission setting out the terms of the notice was properly addressed and despatched is conclusive evidence that the notice was given.
34. The address for service of UK Theatre is email@example.com 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.
35. A Subscriber who has not provided an electronic mail address at which notice may be served on them is not entitled to have notices served on them.
Changes to Terms & Conditions
36. UK Theatre may at its discretion alter or add to these Terms & Conditions at any time on 14 days’ notice.
1 This is amended to 11 weeks solely for the purpose of determining the term of office of any Subscriber Board Member elected in the election process commencing in the week immediately following the AGM Date in 2020.
2 This is amended to 11 weeks solely for the purpose of determining the start of the year commencing after the AGM held on 11 November 2020.