Constitution of The Endorphin Society (TES) ------------------------------------------- 1. The name of the Society shall be "The Endorphin Society". It is also often referred to as TES. Registered Office ----------------- 2. The Society is not a registered entity and therefore has no registered address. If the society has a set address that it wishes to officially use for correspondence (e.g. PO Box number), then that address shall be appropriately listed on the TES web page and promotional material. Object ------ 3. The object of the Society shall be to encourage the support and education of people interested in BDSM. Membership ---------- 4. Due to the presence of alcohol at many TES events, only persons 18 or over shall be eligible for membership. 5. The Club shall consist of Ordinary Members, Life Members, Associate Members, and Honorary Members. Admission of Members -------------------- 6. Admission of Honorary Members shall be by vote of the Committee. Honorary Members shall take no part in the management of the Society, may attend its meetings and events, but may not vote at such meetings. 7. Members may be admitted as Life Members of the Society for meritorious service in the interest of BDSM. Life members shall have full voting rights, but not be required to pay annual membership fees. Candidates for Life Membership shall be recommended by the committee to the members for admission at an Annual General Meeting or Special General Meeting of the Society and their admission shall be by vote of the members. 8. Ordinary members are those people who have paid the membership subscription. 9. Associate members are those people who have, by attending TES events within the last 12 months, paid a sum equal to, or exceeding the membership fee. Any person may be admitted as an Associate Member of the Society. Associate members are granted voting rights at TES meetings. Other than voting rights, associate members who attend club meetings will have the same rights as visitors (refer clause 10). For the purposes of this calculation, any conference type event attended shall be regarded as the equivilent of attending a play party at usual full price. 9a. In the case of there being no set membership fee for the year (see clause 15a): Before the following AGM the committee will have to decide an amount that will represent qualification as an associate member with regards to voting rights and quorum at the next AGM. The amount will need to be advised to members at the same time as notification of the AGM is issued (see clause 29). 10. Any person who is not an ordinary, honorary, associate or life member is considered to be a 'visitor' and may attend any number of open meetings/events of the Society, provided that they pay the admission fee for that meeting/event. The committee may, at its discretion, designate an event or meeting as "closed". In such case, only those that are either guests of established members, or who fill other criterion set by the committee may attend such closed events. 11. Any person desiring to join the Society shall forward a written application to the committee; such application need only contain contact details for that person and their subscription payment. However the committee has the right of veto. Register of Members ------------------- 12. The Society shall keep a register of all its members and their membership type which will show the name, the date he or she became a member and all subsequent changes. The committee undertakes to maintain the privacy of each individual's information, and not disclose or use this information except in line with normal club or committee business. Subscriptions ------------- 13. The Annual Subscription shall be as determined by Committee. 14. Classes of subscriptions shall be: Ordinary Membership (ie. Those who have paid a membership subscription) 15. Annual subscriptions shall be calculated from the start of the financial year (June 1st). Initial subscription will be calculated pro-rata. eg a member joining in December will be expected to pay a membership fee of six months. 15a. The committee may elect to not set a membership fee for the year, therefore there would be no financial members for that year, but there may be associate members for the purposes of the following AGM (see clause 9a). Membership Termination for Non-payment of Subscription ------------------------------------------------------ 16. Members failing to pay the Annual Subscription will be sent a reminder in writing. Should that member still not pay within a period that the committee considers appropriate, the person will no longer be considered an ordinary member (but may still qualify as an associate member per clause 9). 17. Every person shall upon ceasing to be a member of the Society forfeit all rights to, and claims upon, the Society, its property and funds. Resignation of Membership ------------------------- 18. Any member may resign his or her membership by giving the committee notice in writing to that effect. However all subscription monies paid over to TES are not refundable. Officers -------- 19. The Officers of the Society shall be decided by the committee, and shall include a Treasurer, President and Secretary. The President and Secretary positions only exist for legal purposes such as cheque signatories (refer clause 24), and shall have no further powers beyond the other committee members. The Committee shall have the power to appoint a member to fill a casual vacancy in the offices of the Society until the next Annual General Meeting. 20. The entire management of the Society (except as provided by this Constitution) shall be delegated to a committee consisting up to a maximum of seven elected Committee Members. The minimum size of the committee shall be three. 21. Any Committee Member absenting himself or herself from three consecutive meetings of the Committee shall be deemed to have forfeited his or her position on the Committee. However such committee member may be reinstated at the discretion of the committee. Committee --------- 22. The committee will determine a method for assigning a member of the committee to chair each committee meeting. Voting at committee meetings shall be by simple majority, and the chair shall have a casting vote in the case of a tie. 23. The committee will also decide where and when to hold committee meetings, provided that such meetings do not occur more than once a month. Committee meetings may not be held during TES events. 24. When providing signatories for the committee bank accounts: signatories are to be the Treasurer, plus two other committee members who shall be deemed the President and Secretary. a. No two signatories should come from the same household or couple/ relationship. b. If the makeup of the committee is such this clause cannot be fufilled, an ordinary member may be co-opted as the third signatory. Rules ----- 25. The Committee shall from time to time make, repeal and amend all such rules (not inconsistent with this Constitution) as they shall think expedient for the internal management and well-being of the Society. Annual General Meeting ---------------------- 26. The Annual General Meeting of the Society shall be held in the month of June in each year upon a date and at a time to be fixed by the Committee for the following purposes. a. To receive from the Committee the Annual Report, Balance Sheet and Statements of Accounts for the preceding financial year. b. To elect the Committee for the subsequent year of 1 July to 30 June. Such election to occur via secret ballot. c. To decide on any resolution which may be duly submitted to the meeting as herein-after provided. 27. Any member desiring to move any resolution at the Annual General Meeting, held in June, shall give notice thereof in writing to the Secretary not less than three weeks before the date of such meeting. Such resolution shall bear the signature of the mover and seconder. 28. Nominations for committee shall be submitted in writing to the secretary not less than three weeks before the date of the Annual General Meeting. Such nominations shall be signed by the proposer and seconder and shall have the consent of the nominee. In the event of written nominations not being forthcoming, nominations shall be accepted from the floor of the Annual General Meeting. Notice to be given of Annual and Special General Meetings --------------------------------------------------------- 29. All members shall be notified of the date of the AGM at least 6 weeks in advance, to allow members to submit resolutions subject to clause 27. In this context, "notified" means by email to those on the TES emailing list, and by post to those members not on the email list. 30. At least seven days before the Annual General Meeting, or any Special General Meeting, a notice of such meeting and of the business to be transacted thereat shall be sent to each member and no business other than that of which notice has been given shall be brought forward at such meeting. In this context, "sent" means by email to those on the TES emailing list, and by post to those members not on the email list. 31. A Special General Meeting may be called by a quorum of the Committee or by requisition by not less than one third of the Members of the Society. Such a requisition is to contain notice of the business to be transacted. The SGM shall be held not less than 21 days after such requisition. Procedure at Meetings --------------------- 32. At all General Meetings of the Society the committee shall nominate a society member to chair the meeting. Every Ordinary, Associate or Life Member present shall be entitled to one vote upon every motion, and in the case of equality of the votes, the chair shall have second or casting vote. Proxy Voting ------------ 33. Any member entitled to attend and vote at a meeting may appoint a proxy to attend and vote on his or her behalf. The Proxy Form must be completed correctly and be in the hands of the Secretary before the start of the Meeting. Quorums ------- 34. The quorum at all Annual and Special Meetings of the Society shall be no less than 50% of eligible voting members. The quorum at Committee Meetings shall be a simple two-thirds majority of committee members. Voting ------ 35. The voting at all Meetings, including Meetings of the Committee, shall be in first instance by voice, PROVIDED that if not less than three members shall so demand voting shall be by show of hands; PROVIDED ALSO that if not less than three members shall so demand, voting shall be by ballot. A motion will be carried by simple majority. Financial Year -------------- 36. The Financial Year shall end on the 31st of May in each year, to which day the accounts of the Society are balanced. Interpretation of this Constitution ----------------------------------- 37. The Committee is the sole authority for the interpretation of this Constitution and of the rules made thereunder. The decision of the Committee upon any question of interpretation or upon any matter affecting the Society and not provided for by this Constitution or by the rules made hereunder, shall be final and binding on the Members. Alteration to Constitution -------------------------- 38. This Constitution may be added to, repealed or amended by resolution at any Annual General Meeting or Special General Meeting subject to clauses 26 - 35, provided that no such resolution shall be deemed to have been passed unless it be carried by a simple majority of half of the Members eligible to vote and who are present, plus one. For the purposes of this clause, Members voting by proxy are deemed to be present. Control of Funds ---------------- 39. The control and investment of the funds of the Society shall be with the Committee. Banking operations on the Society's accounts shall be carried on by the Treasurer, or in the absence of the Treasurer, by a member appointed by the Committee. 40. No club bank accounts shall be allowed to become overdrawn. 41. All cheques drawn on behalf of the Society shall have two signatures: any two of the President, Secretary or Treasurer have the power to sign (refer clause 24). Winding Up ---------- 42. The Society shall be wound up by a resolution passed at an Annual General Meeting or Special General Meeting, subject to the provisions of clauses 25, 26, and 29 to 30. Such a resolution requires a simple majority of all the valid votes cast by Members voting at the General Meeting in person. 43. If such a resolution is passed, a second General Meeting must be called, subject to the provision of clause 28, not earlier than thirty days from the first Meeting, to pass a resolution confirming the earlier decision to wind up the Society. If this resolution is not passed by a simple majority, the earlier resolution lapses. If the confirming resolution is passed, the Members must appoint a liquidator to wind up the affairs of the Society. 44. The property of the Society, in the event of a winding up, shall be sold at auction. All monies left after settling outstanding debts and reimbursements.will then be donated to a registered charity selected by majority vote of the members at the second General Meeting as described above. Yearly Programme ---------------- 45. The Committee shall be responsible for the drawing up of the programme for the year 1 July to 30 June following that which they are elected to office. Misconduct ---------- 46. If the conduct of any member at an event or meeting shall be reported as objectionable, the Committee shall on receiving a written complaint, or may on its own initiative, take the matter into consideration and notify the member of the complaint. The Committee shall have the authority to require the offending member to attend a meeting of the Committee to have his or her case heard. 47. If, after the member concerned has been heard at a meeting of the Committee, his or her conduct shall be deemed by the Committee to be contrary to this Constitution, or inconsistent with the character, welfare or interests of the Society, or such as to render him or her unfit to associate with members of the Society, the Committee shall have the power by a majority decision of its members present at the meeting to expel or otherwise deal with the offending member, or to suspend him or her for so long as the Committee shall think fit. 48. If such member shall feel aggrieved by the decision of the Committee, he or she may, within seven days after being notified in writing thereof, appeal by notice in writing to the Secretary. Thereupon within twenty-eight days a Special General Meeting shall be convened at which a report shall be presented by the Committee, the member heard, and the matter determined by ballot. A simple majority of half the members eligible to vote and present, plus one, shall be required to carry any motion either to confirm the action of the Committee or otherwise. For the purposes of this clause, members voting by proxy are deemed to be present. 49. If the conduct of a 'visitor' attending a TES event is reported as objectionable. The committee shall have the power to prohibit that individual from future TES events at its sole discretion.