- May 8, 2015 at 8:55 pm #14236AM the SMParticipant
Believing I had been treated unfairly by a local theatre company I posted a question on the old TP Talk page regarding codes of conduct for community theatre companies. Since that time I have become a lot more informed about the rights and responsibilities of incorporated community theatre companies, their members and the committees which run them. In my last post there was some confusion on whether artistic team members were covered by the rules of an incorporated association and therefore I present the following to clear up that confusion. I also thought I would take the opportunity to explain in more detail member’s rights and committee’s responsibilities for those who may be interested.
One of the ‘purposes’ or ‘objects’ contained within the rules of any Incorporated Community Theatre Company would be something like ‘to stage theatrical productions’, in fact, that is probably the overarching purpose of the association. Most, if not all, companies would, for insurance purposes, require that anyone wanting to be involved in said ‘staging of theatrical productions’ becomes a member of the association. The acceptance, by the committee, of anyone’s application for membership to the association constitutes a contract between the association and the member. The law requires that the rules of the association be applied to all members of the association regardless of their position on the ‘theatrical production’. Therefore anyone fulfilling the role of Director, Choreographer, Musical Director etc., for the ‘theatrical production’ should be treated in the same way as any other member of the association. Given that the core purpose of the association is to ‘stage theatrical productions’, removing an artistic team member from participating in a production would be classed as a ‘suspension of membership’ and therefore the Associations Incorporation Reform Act 2012 disciplinary procedures must firstly be set in motion. These rules also state the grounds under which the committee can initiate disciplinary procedures. Disciplining a member for reasons other than those stated in the Act and/or not following the disciplinary procedures set out in the Act constitutes not only a breach of the association’s contract with the member but also a breach of the Associations Incorporation Reform Act 2012. Committees and individual committee members, including executive committee members such as the president and vice-president, do not have the power to pick and choose which members the rules and the Act apply to or when they should be applied.
Committee members also have certain legal duties that must be complied with. These include:
• To carry out their duties with reasonable care and diligence;
• To carry out their duties in good faith, in the best interests of the association and for a proper purpose (not, for example, their own profit or personal interests);
• To disclose any conflict of interest in a matter being discussed or voted on (a conflict of interest can be financial, personal or emotional);
• To not misuse their position – i.e. claiming they are acting on behalf of the committee regarding a decision when the committee has not been consulted.
Committees who ignore the association’s rules and who deny their members the right to ‘natural justice’ and access to grievance procedures are considered to have breached their legal duties of care, diligence and good faith. The Act requires that committees do all they can to resolve disputes and grievances internally which is supported by the Act’s mandatory requirement for every incorporated association’s rules to include dispute and grievance procedures. If committee members do not know the association’s rules or their legal responsibilities they should not act until they have read the rules and/or the Act or have sought legal advice. Every incorporated association, no matter how small or informal they may be, is required to comply with their legal duties, the Act and the rules of the association or face consequences and penalties.
There are several sites on the internet, such as nfplaw.org.au, that provide incorporated associations and not-for-profit groups with easy to read advice about their legal responsibilities. Both the Act and the Model Rules can be downloaded from Consumer Affairs Victoria (consumervic.gov.au) or, for those outside of Victoria, the relevant governing body for your state.
Empowering every member of an association with clear, concise and correct information can only lead to improved governance of the company for the better fulfilment of its purposes – which are why the company was formed in the first place. In the words of Nelson Mandela – ‘An educated, enlightened and well informed population is one of the surest ways of promoting the health of democracy.’
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