Ratified June 2016
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Article I: Name and Location
The name of the Corporation is the Australian and New Zealand Shakespeare Association, hereinafter referred to as the “Association.” The location of the principal office of the Association shall be fixed by resolution of the Executive Committee. Meetings of the Members may be held at such places as may be designated by the Executive.
Article II: Definitions
“Association” shall mean and refer to Australian and New Zealand Shakespeare Association.
“Executive member” shall mean a duly elected member of the Association’s Executive.
“Member” shall mean a member of the Association as provided for under Article IV, and shall include the categories of “Lifetime Members” and “International Affiliates”.
“Office Bearers” shall mean those members of the Executive elected to the Officer positions described in Article VIII: Office Bearers and their Duties.
“Conference Committee” shall mean and refer to a body that proposes and coordinates the program for the biennial conference and meeting, in consultation with the Executive as provided for under Article IX, Section 2.
“Chief Office Bearers Committee” shall mean and refer to a body of the Executive that presides over and is responsible for proper maintenance of Association finances and day-to-day operations as provided for under Article IX, Section 1.
“Dues” shall mean the amount payable to become a member or maintain membership of the Association.
“Lifetime Members” and “International Affiliates” shall mean and refer to those persons elected by the Executive and recognised as members of the Association as provided for under Article IV, Section 2.
“In writing,” “written,” “mail,” and “mail ballot” shall mean the common forms of communication used by the Association and be understood to include either written or electronic forms of communication, such as email, the Association website, and other public electronic media.
Article III: Purposes
The purposes of the Association shall be:
1. To promote learning in the field of Shakespeare studies, especially the promotion of exchanges between researchers, educators, and practitioners, and between scholars of different areas of specialization, such as literary criticism, bibliography and textual studies, performance studies and theatre history, film and adaptation studies, and any other fields of learning which can deepen or broaden understanding of Shakespeare and his works, with a primary focus on the field of Shakespeare studies as practised by researchers, educators, and practitioners in Australia and New Zealand.
2. To hold biennial conferences for the purpose of exchanging ideas and discussing strategies for reading, researching, teaching, staging, and performing the work of William Shakespeare, the cultural and theatrical milieu in which he lived and wrote, and the various roles these have played in historical and contemporary world cultures. Sessions at the biennial conference may include but are not limited to plenaries, papers, panels, seminars, workshops, performances of the plays by selected acting groups, and screenings of films based on Shakespeare’s works.
3. To hold meetings of the Executive and subgroups to represent the Association in planning for world congresses and other international conferences in Shakespeare studies.
4. To operate and maintain said Association exclusively for educational purposes so that from its operation none of its members or officers as such shall enjoy any pecuniary profits.
Article IV: Membership
Section 1. Member
1. Membership is open to all Shakespeare scholars and to any other persons to whom Shakespeare Studies are important, whether resident in Australia and New Zealand or elsewhere.
2. Membership is by way of the payment of dues each 2 years as set by the Executive and published on the Association’s Website.
3. Membership dues will normally be levied as a component of the registration fees for the biennial conference of the Association, and are required to be paid by Australian and New Zealand resident members in order to attend the biennial meeting.
4. Those persons who are dues-paying participants in the work of the Association are thus entitled to vote.
5. Non-dues-paying participants in the Association may remain on the mailing list, but are not entitled to vote.
Section 2. Lifetime and International Members
1. The Executive may, on the behalf the Association, give special recognition in the categories of “Lifetime Members” and “International Affiliates” to those persons who currently provide or have provided significant contributions to the Association.
2. A person recognised by the Association as a Lifetime Member or International Affiliate is:-
a. Entitled to attend and to vote at the biennial meeting of the Association; and
b. Not required to pay dues.
Article V: Executive
Section 1. Number
An Executive consisting of no fewer than eight (8) and no more than sixteen (16) members including the duly elected Office Bearers of the Association shall manage the affairs of this Association.
Section 2. Term of Office
Office Bearers and the ordinary members of the Executive will be elected biennially by the membership for terms of two (2) years.
A two-year term shall be defined as extending from the conclusion of one biennial general meeting to the conclusion of the next.
The position of President shall not be held by any individual member for more than two (2) consecutive terms of office, except by appointment under Article VIII, section 4. A President who must vacate in accordance with this stipulation shall be eligible for nomination for any other Office, in accordance with the procedure provided under Article V, Section 4.
The position of Vice-President shall not be held by any individual member for more than two (2) consecutive terms of office, except by appointment under Article VIII, section 4. A Vice-President who must vacate in accordance with this stipulation shall be eligible for nomination for any other Office, in accordance with the procedure provided under Article V, Section 4.
Section 3. Compensation
No Executive members shall receive compensation for any service they may render to the Association. However, Executive members may be reimbursed for expenses incurred in the performance of their duties.
Section 4. Nomination and Election
The Secretary shall call for nominations to the positions of Office Bearers on the Executive in the order of offices stated in Article VIII, and for positions on the Executive as enumerated in Article V, Section 1, no later than four (4) months prior to the biennial general meeting of the Association
Nominations are to be made by members in writing to the Secretary and must be seconded in writing by one (1) other member of the Association.
No later than two (2) months prior to the biennial general meeting of the Association, the Secretary shall arrange for the Office Bearers of the Executive to be resolved as follows:
a. Any position for which no nominations are forthcoming shall be filled by Executive appointment in accordance with Article VIII, Section 4;
b. Any position for which one nomination is received shall be deemed to have been filled;
c. Where there are a greater number of nominations put forward than the position(s) to be filled then an election shall be conducted. In such instances a secret electronic ballot is to be conducted under the direction of the Secretary with the recipient/s of the highest number of votes duly elected.
d. In the event that the nomination for the position of Secretary is to be contested then the President is to preside over the election process for this position.
e. In the event that an election results in a tied vote that cannot be resolved through an election process, then the candidate with the longest serving membership on the Association will be deemed elected to that position.
f. The Secretary will report election results to candidates and members as soon as practical after the completion of the election process.
At the next biennial general meeting of the Association, the new Office Bearers and Executive will be presented to the members, following all reports from the outgoing Executive, and will be published on the Association website thereafter.
Article VI: Meeting of the Executive
Section 1. Regular Meetings
Regular meetings of the Executive of the Association shall be held in conjunction with the biennial general meeting and conference.
Section 2. Special Meetings
Special meetings of the Executive of the Association shall be held when called by the Secretary, or by any two Officers, after not less than ten (10) days’ notice to each member of the Executive. Any special meetings can be conducted by teleconference or other suitable means.
Section 3. Quorum
A majority of the number of the Executive shall constitute a quorum for the transaction of business. Every action or decision taken by a majority of the Executive members present at a duly held meeting shall be regarded as the action of the entire Executive.
Article VII: Duties of the Executive
Section 1. Power
The Executive shall have the authority to:
a. Exercise for the Association all powers, duties, and authority vested in or delegated to this Association and not reserved to the membership by other provisions of this Constitution;
b. Review, approve, modify, and/or decline proposals brought forward by the Conference Committee, and determine the basic program for the biennial meeting.
Section 2. Duties
It shall be the duty of the Executive to:
a. Propose rules and regulations governing the Association for consideration by the Members;
b. Cause to be kept a complete record of all its actions and corporate affairs and to present a statement thereof to the Members when such a statement is requested in writing by one-fourth (1/4) of the Members who are entitled to vote;
c. Supervise all Officers, Agents, and Employees of this Association and see that their duties are properly performed;
d. Ensure that both countries, Australia and New Zealand, are fairly represented by the membership of the Executive;
e. Oversee the fiscal management of the Association’s affairs.
Article VIII: Office Bearers and their Duties
Section 1. Enumeration of Offices
The Chief Office Bearers of this Association shall be the President (who serves also as the Chair of the Executive), the Vice President/s (up to a maximum of two ), the Treasurer, the Secretary, and the Postgraduate Representative/s (up to a maximum of two ), all of whom shall be at all times members of the Executive.
Section 2. Special Appointments
The Executive may elect such other Office Bearers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Executive may, from time to time, determine.
Section 3. Resignation
Any Office Bearers may resign at any time by giving written notice to the Executive and/or the President. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4. Vacancies
A vacancy in any office may be filled by appointment by the Executive. The Office Bearer appointed to such vacancy shall serve for the remainder of the term of the Office Bearer replaced.
Section 5. Multiple Offices
No person shall simultaneously hold more than one of the separate Offices enumerated in Article VIII, Section 1.
Section 6. Powers and Duties of the Office Bearers
The duties of the Office Bearers are as follows:
1. The President shall:-
a. Preside at all meetings of the Executive and at all meetings of the Members;
b. Appoint any other committees necessary to carry out the purposes and functions of the Association;
c. Chair the standing Committees; and
d. Provide an overview of the Association’s achievements and future direction to the biennial general meeting of the Members.
2. The Vice President/s shall serve on the Conference Committee, and act as duly delegated representative for the President where appropriate.
3. The Secretary shall:-
a. Cause to be recorded the motions at all meetings of the Executive and Members;
b. Serve notice of meetings of the Executive and of the biennial general meeting of the Members; and
c. Keep current records showing the Members of the Association together with their contact details.
4. The Treasurer shall:-
a. Keep proper books of account;
b. Receive and deposit in appropriate bank accounts all monies of the Association;
c. Ensure safe custody of the Association’s funds;
d. Manage membership dues;
e. Be responsible for the filing of the annual financial returns to the Australian, New Zealand, State, or Regional government(s) (as applicable), and for filing any reports that may from time to time be required of the Association under law;
f. Provide update reports on the finances of the Association as required by the Chief Office Bearers Committee; and
g. Prepare a statement of income and expenditures to be presented at the biennial general meeting.
5. As appropriate, the President, Vice President/s, Treasurer, or Secretary may sign all written instruments or promissory notes, and the Treasurer shall authorize all disbursements.
Article IX: Standing Committees
Section 1. Chief Office Bearers Committee
1. Membership of the Chief Office Bearers Committee shall consist of the President, the immediate past President, the Secretary, and the Treasurer.
2. The Chief Office Bearers Committee shall have the following key powers and responsibilities:-
a. The right to take any action in the absence of a meeting of the Executive which they could take at a meeting of the Executive by giving seven (7) days prior notice of the proposed action to each of the Executive members. Unless a majority of the Executive is opposed, any action so notified shall have the same effect as though taken at a meeting of the Executive; and
b. The responsibility to oversee conduct and manage the day-to-day operations of the Association including the proper maintenance of the Association’s finances.
Section 2. Conference Committee
1. Membership of the Conference Committee shall include, but is not limited to, the Vice President/s and may include representative members of the institution hosting the biennial conference and meeting, as the President deems appropriate.
2. The Conference Committee shall have the responsibility for:-
a. The development of, in consultation with the Executive, the biennial conference programme;
b. Attending to the organisation of and overseeing the conduct of the biennial conference of the Association;
c. Providing such reporting on conference matters as may be required by the Executive; and
d. The implementation of such other conferences and seminars that are initiated by the Association’s Executive.
Article X: Meeting of Members
Section 1. Biennial General Meeting
The biennial general meeting of the Members shall be held in conjunction with the biennial conference of the Association, at the time and place designated by the Executive.
Section 2. Notice of Meeting
Written notice of meetings of the Members shall be given by, or at the direction of, the Secretary, at least fifteen (15) days before such meeting to each Member. Such notice shall specify the place(s), days, and schedule of the meeting.
Section 3. Proxy Voting
Proxy voting will not be allowed at the biennial general meeting.
Article XI: Miscellaneous
The books, records, and papers of the Association shall be at all times, during reasonable business hours, available for inspection by any member upon petition to and approval by the Executive. The Constitution of the Association shall be available for inspection by any member on the Association website.
Article XII: Amendments
Amendments to this Constitution may be proposed by the Executive or by written petition signed by at least twenty (20) members. Such proposed amendments shall be submitted to a ballot of the membership and shall become effective upon approval of two-thirds (2/3) of those voting.
Article XIII: Dissolution of the Association
The Association may be dissolved only at a special meeting called for the purpose, and in the manner prescribed by Australian, New Zealand, State, or Regional government(s) (as applicable) law, by vote of three-fourths of the members. Subject to compliance with the applicable provisions of such laws, upon any such dissolution of the Association, all its property remaining after satisfaction of all its obligations shall be distributed to such one or more organisations, funds, or foundations, organised and operated exclusively for charitable, scientific, literary, or educational purposes (no part of the net earnings of which inures to the benefit of any private shareholder, member, or individual), as the Executive may elect.