I. Name

1. An amateur theatrical society is hereby constituted and shall be known as the Copenhagen Theatre Circle and hereinafter as the CTC.

II. Objects, Status and Address

A. Objects

2. The objects of the CTC are to promote interest in the dramatic arts and related activities in the English language and to provide a framework within which those interested in these arts and activities may meet and participate. Specifically, the objects are:

(a) to organize stage productions of a high standard in English; and

(b) to stimulate interest in the various aspects of the theatre and in the art of acting through the organization of workshops and other relevant activities.

B. Status

3. The CTC is a non-profit-making amateur society.

C. Address

4. The seat of the CTC is at the private address of the Treasurer.

III. Membership

A. Application for membership

5. Application for membership is open to all persons without restriction.

B. Proof of membership

6. A receipt acknowledging payment of the subscription constitutes proof of membership.

C. Rights and responsibilities of members

7. All members have the following rights and responsibilities:

(a) to receive a copy of these Statutes;

(b) to attend the functions of the CTC and participate in its activities;

(c) to receive copies of all notices and communications regarding CTC activities that are issued by the Board;

(d) subject to eligibility (see Article 20), to exercise the right of vote at general meetings of the CTC;

(e) subject to eligibility (see Article 30), to stand for election to the Board; and

(f) to apply to the Board for access to the records of the CTC.

D. Loss of membership

8. Membership shall be lost by any member who:

(a) resigns from the CTC in writing to the Board;

(b) fails to pay the subscription within one calendar month of the date on which it falls due; or

(c) is excluded from the CTC by the Board. In such circumstances the Board must state the reason for exclusion in writing to the person concerned in accordance with the by-laws of the CTC, as well as, the laws and by-laws in Denmark. Any member thus excluded shall have the right of appeal to the next general meeting of the CTC. A reversal of the Board’s decision shall require a simple majority of the members present at that general meeting.

E. Subscription

9. The annual membership subscription is determined at the Annual General Meeting of the CTC.

10. Payment of the annual subscription entitles a member to participate in the activities of the CTC from the date of purchase until it expires a year after.

F. Life membership

11. It shall be open to the Board to recommend to a general meeting that any current or past member of the CTC be elected a Life Member of the CTC. If a simple majority of the members present and voting at that meeting endorse the Board’s recommendation the person so elected shall enjoy all the rights and responsibilities of full membership of the CTC for the rest of their life without payment of further subscription, subject only to the provisions of Articles 8(a) and 8(c). This honour shall normally be reserved for members who have rendered outstanding service to the CTC over a number of years.

IV. Organs

A. Definition

12. The affairs of the CTC are regulated by:

(a) general meetings; and

(b) the Board.

B. General meetings

(1) Constitution

13. General meetings comprise the sovereign organ of the CTC and are composed of the members of the CTC. The Board is obliged to organize one such meeting each year, known as the Annual General Meeting. The Annual General Meeting shall take place not later than 30 June in any year on a date to be decided by the Board.

14. The CTC shall hold other general meetings, known as extraordinary general meetings, in any of the following circumstances:

(a) when so decided at the Annual General Meeting;

(b) when so decided by the Board on its own initiative; or

(c) when so requested of the Board in writing by ten or more members of the CTC.

15. All general meetings are convened by the Board, which shall give members at least three weeks’ notice of such a meeting. This notice shall indicate the business of the meeting. If any elections to the Board are to take place at the meeting, this shall also be indicated in the notice, as shall the text of any proposed amendment to these Statutes to be discussed at the meeting. Proposals, including proposed amendments to the Statutes, for items that members wish to add to the agenda of a general meeting must be received by the Board at least two weeks in advance of the meeting. The Board must forward all such proposals to the membership at least one week before the date of the general meeting.

16. General meetings are chaired by a member of the CTC proposed by the Board and approved by the membership present at the meeting, except during elections to the Board when a Polling Officer, elected by the members present, presides. The Polling Officer, together with any assistants appointed by the members present, may not accept nomination for election to the Board.

(2) Quorum

17. A quorum at any general meeting is formed by at least one sixth of the number of members aged 18 years and over at the time of the meeting.

(3) Functions

18. The principal functions of the Annual General Meeting are:

(a) to consider the adoption of the minutes of the previous Annual General Meeting and those of any extraordinary general meetings held during the preceding year;

(b) to receive the report of the outgoing Board for the preceding year;

(c) to consider the adoption of the report of the Treasurer and the audited statement of the CTC accounts for the preceding year;

(d) to elect, after due consideration of the nominations received in accordance with Article 30, the members of the Board for the following year;

(e) to appoint an auditor for the coming season;

(f) to consider any proposals received by the Board in writing prior to the Meeting; and

(g) to consider any other business not on the Agenda; no decision shall result from any such discussion.

19. The function of an extraordinary general meeting is to consider urgent business that cannot be delayed to the Annual General Meeting.

(4) Voting

20. Voting at general meetings is restricted to members of the CTC aged 18 years and over at the time of the meeting.

21. Decisions of general meetings are taken by a simple majority vote among the eligible members present, with the exception of decisions amending these Statutes (Article 52) or dissolving the CTC (Article 53), which require a two-thirds majority of the eligible members present. All voting shall take place by show of hands unless otherwise requested by at least five members, and in the case of contested elections, which shall be held by ballot among the eligible members present. In the event of a tied ballot, a revote should be executed.

C. The Board

(1) Constitution

22. The Board as elected shall comprise six officers (Chair, Vice-Chair, Secretary, Treasurer, Communications Officer and Membership Manager) and at least two but up to four ordinary members.

23. The selection of Board members is governed by Articles 30–32 and Article 40. Members of the outgoing Board shall be eligible for re-election at the Annual General Meeting.

24. The Board shall be empowered to co-opt for specific periods or for specific duties any number of additional members (with their agreement), who must be members of the CTC aged 18 years or over. Such co-opted members shall enjoy the right of vote in Board.

25. The first Board meeting following the Annual General Meeting shall be a joint meeting of the incoming and outgoing Board members. The main purpose of this meeting shall be to maintain continuity by ensuring that the incoming Board is fully briefed on any unfinished business and standing commitments.

(2) Quorum

26. A quorum at any Board meeting is formed by at least four members, at least two of whom must be officers.

(3) Duties

27. The principal duties of the Board are:

(a) to carry out the work of the CTC and to administer its assets in accordance with the objects of the CTC as defined in Article 2 of these Statutes; in particular the Board is responsible for appointing directors and approving plays to be produced;

(b) to furnish to the Annual General Meeting an annual report on the work of the CTC, including a financial report by the Treasurer and an audited statement of accounts;

(c) to implement decisions taken at the Annual General Meeting and at any extraordinary general meetings;

(d) to appoint, from among the members of the CTC, any committees that the Board deems necessary for the proper running of the CTC; and

(e) to make adequate provision for insurance cover for the assets and activities of the CTC.

28. The Board may draw up and apply such procedures as it may deem proper for the conduct of its business, provided that no such procedure conflicts with the terms or spirit of these Statutes. For the purposes of banking agreements, the Secretary and the Treasurer are the joint signatories on behalf of the CTC.

(4) Voting

29. Decisions of the Board shall be taken by a simple majority of its members present. In the case of an equal vote, the Chair (or in the absence of the Chair whoever is chairing the meeting) shall have a deciding vote.

V. Board Members

A. Election

30. Any candidate for election as a member of the Board must be a member of the CTC, must be aged 18 years or over, must be nominated by another member of the CTC and must indicate in writing their willingness to stand by filling up the nomination slip, which is submitted to the Polling Officer before the start of elections. .

31. The elections are conducted in the order set out in Article 22. Any nominee who is not elected to a particular office may remain a candidate for other seats on the Board.

32. If the Annual General Meeting finds it impossible to complete the elections, the Board as elected shall fill the vacancies by co-option, provided that the Board as elected fulfils the requirements for a quorum as set out in Article 26. If the Meeting cannot elect a quorum of Board members, the elections shall be declared void and an extraordinary general meeting shall be called within three months at which new elections shall take place. In the interim, the outgoing Board shall continue to function.

33. All incoming committee members must give digital consent to the treasurer or chair to request for a børneattest within a week of the elections. Due to GDPR rules, it is only the chair and treasurer, who have access to the børneattest results. The treasurer and chair check each other’s børneattest results. Failure to comply with submission of digital consent can lead to exclusion from the committee (board). Furthermore, direct exclusion from the committee can happen if there is a description of a criminal record in the børneattest.

B. Duties

34. Chair. The Chair presides over Board meetings. They ensure that the policy and decisions of general meetings and the Board are carried out, and guides and coordinates the work of the Board. The chair has secondary access to the CTC’s eboks. The Chair is an ex-officio member of any committees and may issue public statements on behalf of the CTC with the approval of the Board.

35. Vice-Chair. The Vice-Chair performs the duties of the Chair in their absence, during which period they assume the full rights and responsibilities of that office. The Vice-Chair may be assigned other specific tasks or responsibilities at the Board’s discretion. The Vice-Chair automatically assumes the post of Chair should the elected Chair resign or be permanently prevented from serving during the year.

36. Secretary. The Secretary runs the day-to-day business of the CTC (other than that which has been specifically designated to other people), maintains the working files and archives, and drafts and signs routine correspondence. They sign contracts and enter into commitments on behalf of the CTC following specific authorization by the Board. The Secretary calls general meetings and Board meetings, takes minutes at those meetings, and performs other ad hoc tasks as requested by the Board.

37. Treasurer. The Treasurer maintains the books of the CTC, receives payments, discharges bills and manages the bank and any other accounts according to the policy laid down by the Board. The Treasurer is responsible for preparing the annual statement of accounts and submitting it to the Auditor in good time before the Annual General Meeting. They report to the membership present at the Annual General Meeting on financial activities over the past season and on the current tax position of the CTC. The treasurer has primary access to the CTC’s eboks, approves budgets and ticket prices for shows, enter into financial commitment on behalf of the CTC in cooperation with the secretary. The Treasurer is an ex-officio member of any committees.

38. Communications Officer. The Communications Officer ensures the most effective and timely communication of information with the press and the general public, in terms both of stage productions and other public events and the CTC in general. In doing so, they make the best use of available modern technologies, including an appropriate newsletter format, social media and the Internet, and ensure the timely production of advertising and other promotional materials.

39. Membership Manager. The Membership Manager delivers an effective programme of services for the CTC membership that engenders a sense of solidarity and inclusion. They work closely with the communications officer to manage community outreach, support the coordination of events such as the newsletter/parties at various times during the season, artistic and technical courses/workshops for the membership, and discounts on various services exclusive to CTC members. They also put in place an effective recruitment campaign with a view to attracting new members.

C. Removals and replacements

40. Any Board member shall forfeit their seat on the Board in any one of the following circumstances:

(a) if they resign their seat on the Board in writing;

(b) if they are absent without justification from three consecutive Board meetings of which they have been sent due notice; or

(c) if they cease to be a member of the CTC for any of the reasons set out in Article 8.

41. Except in the case of the Chair (see Article 34), if any elected Board member resigns or is prevented from serving during the year the Board may appoint a replacement from among the Board members . A member appointed to fill such a vacancy shall serve until the following Annual General Meeting. The Board shall notify the change to all members of the CTC.

VI. Committees

42. The Board may form committees in areas where the work requires the involvement of more people than are initially prescribed the duties. Committees may be permanent bodies or may be convened temporarily to carry out a specific task. The membership of any such committee shall be drawn from the members of the CTC under the chairmanship of a member of the Board. Each committee shall lay down its own rules of procedure.

VII. Financial Provisions

A. General

43. The financial policy of the CTC is as follows:

(a) to maintain sufficient cash assets to finance the annual outgoings of the CTC, plus the complete production costs of one full-scale stage production; and

(b) that the programme of stage productions for any given season be self-supporting.

44. The financial year of the CTC runs from 1 April to 31 March. The audited accounts for this period shall be mailed to all members at least three weeks before the Annual General Meeting, together with a provisional statement of income and expenditure for the remaining period up to the time of the Meeting.

45. No debt or financial obligation of more than a figure agreed by the Board shall be incurred at any one time without the prior written approval of the Board. Written approval in toto of the budget estimates for a production may, however, be taken as approval of all component items of those estimates, irrespective of the amounts involved. For the purposes of this Article an entry in the minutes of a Board meeting shall be taken as written approval.

46. All contracts entered into and liabilities incurred by the Board in the management of the CTC shall be deemed to be entered into, incurred or authorized by the Board as agents for the CTC. Any member of the CTC authorized for this purpose by the Board to enter into any agreement with any person, or to incur any liability on behalf of the CTC shall be deemed an agent of the same, and shall be indemnified by the CTC against the amount authorized and any further unforeseen expenses or liabilities they may incur therewith.

B. Productions

47. When the Board has authorized a production, and before rehearsals start, the Director shall submit to the Treasurer, on the form provided, an estimate of the cost of the production. The estimate, which may be discussed by the Board with the Director, must be approved by the Board before any expenditure on the production is incurred. When the estimate has been approved those involved in the production are empowered to incur expenditure in their respective areas, which expenditure shall collectively not exceed the total amount authorized.

48. Should it transpire that expenses for a production are likely to exceed the approved budget estimate, the Director shall immediately inform the Board. The treasurer makes a recommendation to the board, whether or not additional expenditure on the production would be justified. The recommendation shall be guided by the need to restrict any potential loss to the CTC. The Director shall be bound by the Board’s decision.

49. The Director and others incurring expenses shall ensure that all accounts for which they are responsible are presented to the Treasurer for payment within 14 days of the final performance. Within 30 days of the final performance, the Production Manager or Director shall submit to the Treasurer a statement showing the expenditure and income for the production.

C. Auditor

50. The Annual General Meeting shall appoint an Auditor who shall be responsible for auditing the CTC accounts at the end of the financial year in which they are elected and at any other time during their period of office as directed by a general meeting. No current or outgoing Board member may be appointed Auditor.

VIII. Miscellaneous Provisions

A. Honorary Presidents

51. The Board may recommend and a general meeting approve the appointment of Honorary Presidents of the CTC. Such appointments shall not confer on those appointed any of the rights and responsibilities of membership set out in Article 7.

B. Interpretation of Statutes

52. Any difficulty arising out of the interpretation of these Statutes shall be submitted to the Board for decision. Should the difficulty persist, it shall be submitted to the next general meeting for clarification or, in accordance with Article 52, for amendment of the relevant Articles, as the general meeting shall decide.

C. Amendment of Statutes

53. These Statutes may be amended only by a two-thirds majority of the members of the CTC present and voting at a general meeting. The text of all proposed amendments shall be despatched to all members of the CTC in accordance with the provisions of Article 15.

D. Dissolution of the CTC

54. The CTC may be dissolved only by a two-thirds majority of the members of the CTC present and voting at a general meeting specially convened for that purpose.

55. In the event of the dissolution of the CTC, such funds and property as remain after settlement of all just debts shall be donated to charity. The choice of charitable institution(s) shall be decided by the general meeting that votes the dissolution of the CTC.

* * * * *

as approved at the Annual General Meeting held on 13 June 1985 and amended at the general meetings held on 10 June 1986, 2 June 1987, 21 June 1990, 27 June 1991, 8 June 1993, 17 June 1998, 13 October 1999, 15 June 2000, 12 June 2001, 21 June 2005, 14 June 2006, 10 June 2009, 7 June 2013, 22 June 2015, 15 June 2016, 12 June 2019, and 7 June 2024.