Constitution of 

The Top of the Torrens Theatre Group Incorporated, 

Mount Pleasant, South Australia 

Rules with amendments up to and including 6th April 2025

 Incorporated under the Associations Incorporations Act 1985 (South Australia) on and from the 29th Day of September, 1998. Registration No.: A0024194R 

1. Title THE TOP OF THE TORRENS THEATRE GROUP INCORPORATED The club shall be known as THE TOP OF THE TORRENS THEATRE GROUP INCORPORATED , hereinafter also referred to as: Top of the Torrens Theatre Group, the club, group, association or TOTT.

2. Objectives To foster and encourage local culture through the performing arts in amateur community theatre and associated activities, and in turn work with and support the local community and community groups and charitable associations in and around Mount Pleasant, South Australia, and nearby towns and rural areas. Activities supporting this may include, but not be limited to, producing, workshopping, rehearsing and performance of plays, musicals, theatrical performing art activities and associated activities including development of skills in technical support and set building, costuming, administration, promotion and other related areas. Supporting activities may also include, but not be limited to, facilitating, enabling, and fundraising support for the group and associated local community events. Activities should be open to a diverse and inclusive cross section of all ages of the community.

3. Powers of the association The group shall have all the powers conferred by Section 25 of the Associations Incorporation Act 1985 to further the objects of The Top of the Torrens Theatre Group Incorporated, and in particular the Committee on behalf of the group may:
  a. accept, acquire, hold, deal with, and dispose of any real or personal property.
  b. open and operate accounts at a bank or credit union.
  c. invest its money by depositing with a bank or credit union at call or for a fixed term.
  d. enter into a contract or undertaking it considers necessary or desirable for the fulfilment of its objectives.
  e. expel any member of the group for conduct detrimental to the interest of the group.
  f. make such by-laws and guidelines as it shall from time to time see fit.

4. Membership
  a. Membership and Categories Application for membership shall be made in writing on the form provided or via the group’s website. Upon acceptance of the application by the committee and upon payment of the first annual subscription, the applicant shall be a member of the group in the relevant category. Membership categories may be as determined by Committee and will include, but not be limited to:
    1. Regular Adult Membership aged 18 years and older. (Full financial member)
    2. Junior Membership ages 5 to 17 (paying half the full membership fee)
    3. Family membership includes up to two adults and up to three dependent children aged 5 to 17
    4. Life Membership, which recognises exceptional service. Any member can nominate another for Life Membership, and the Committee will decide and appoint based on merit. Life members are to be regarded as having the equivalent rights and responsibilities of full financial members. From time to time a special/seasonal membership may be set by committee for members joining for any one theatre production season, workshop, or event.
  b. Membership fees shall be established and become payable at each Annual General Meeting. New members who join after December will be charged half of the fee for the remaining portion of the financial year.
  c. The Secretary maintains a register of all financial members and contact details.
  d. All full financial members shall be entitled to vote at all Meetings and may be elected to hold office. Only Junior members that are elected to the committee shall be entitled to vote at all Meetings.
  e. Any member whose subscriptions are not paid within three (3) months of becoming due shall have their membership revoked, subject to consideration by the Committee of exceptional circumstances.
 f. Expulsion of a member: (Natural justice to be applied as per Section 40 of the Act)
    1. Subject to giving a member an opportunity to be heard or to make a written submission, the TOTT Committee may resolve to expel a member upon a charge of misconduct or inappropriate behaviour detrimental to the interests of the group or any activities of the group. In the case of a breach of a code of conduct a member may be asked to withdraw from a group activity or production pending further investigation. Particulars of the charge shall be communicated to the member at least 21 days before the meeting of the Committee at which the matter will be determined, and an opportunity may be given for them to resign.
    2. The determination of the Committee shall be communicated to the member, and in the event of an adverse determination the member shall, (subject to 4.f.1 below), cease to be a member 14 days after the Committee has communicated its determination to the member.
    3. It shall be open to a member to appeal the expulsion to the association at a general meeting. The intention to appeal shall be communicated to the secretary or public officer of the association within 14 days after the determination of the Committee has been communicated to the member.
    4. In the event of an appeal under 4.f.3 above, the appellant’s membership of the association shall not be terminated unless the determination of the Committee to expel the member is upheld by the members of the association in general meeting after the appellant has been heard by the members of the association, and in such event membership will be terminated at the date of the general meeting at which the determination of the committee is upheld.
    5. In the event of membership termination, any TOTT property in the former member’s possession must be returned to the club.

5. The Committee
  a. The affairs of the association shall be managed and controlled by a Committee which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do all such things as are within the objects of the association, and are not by the Act or by these rules required to be done by the association in general meeting. b. The Committee has the management and control of the funds and other property of the association.
  c. The committee shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the association on which these rules are silent.
  d. The committee shall appoint a public officer as required by the Act e. The Committee shall consist of four (4) elected office bearers, being President, Vice President, Treasurer and Secretary. It shall also consist of the Public Officer and a number of other association members such that the total Committee shall not fall below six (6) or exceed fourteen (14).
  f. Any full financial member shall be eligible to hold office or be an elected member of the Committee, or any sub-committee. In addition, up to two (2) Junior members may be elected on to the Committee but may not stand for regular office bearer positions. The Committee may appoint specific positions and roles as required.
  g. Any Committee member who fails to attend three (3) consecutive meetings without valid reason shall be considered to have abandoned their position on the Committee.
  h. In so far as is practicable, the President and Secretary will be elected for two years, and the Vice President and Treasurer for the alternate two years. An elected term on Committee shall be for two years with half elected each alternate year. Retiring Committee members may be re-elected.
  i. A member of the Committee having a direct or indirect pecuniary interest in a contract or proposed contract with the group must disclose the nature and extent of that interest to the Committee as required by the Act and shall not vote with respect to that contract or proposed contract. A member of the Committee must disclose the nature and extent of their interest in the contract at the next annual general meeting of the group.
  j. Any committee position vacated during the term may be filled for the remainder of the term by any suitable person nominated by the committee.

6. Meetings
  a. Annual The Annual General Meeting (AGM) shall be called by the Secretary no later than 60 days after the end of June of each year. All financial members shall be notified of the date at least 28 days prior to the meeting. All items of new business for the agenda must be submitted in writing and be in the hands of the Secretary 5 days prior to the meeting. Agenda to be followed for the AGM: – Minutes of the previous AGM to be read and accepted. – President’s Report – Financial report. Set annual subscriptions and fees. – President to declare all positions vacant and to call for a financial member not seeking office or suitable person to take the chair and undertake nominations and election of new Committee members. – Election of Office Bearers – President, Vice President, Secretary & Treasurer. – Election of Public Officer and Auditor. The Public Officer must be a financial member of the Club. The Auditor shall be independent of the Treasurer. – Election of remaining Committee members. – Business on notice. Any other business. – New President to close the meeting.
  b. General Committee Meetings General meetings shall be held at a date, time and venue selected by the Committee. Frequency of meetings may be determined on an as needs basis by Committee as needs may vary with activities undertaken by the group, with 7 days notice or by consensus of Committee members. 
 c. Special Special meetings can be called by the President or Secretary as required or upon written request by at least 50% of the current financial membership. 21 days notice shall be given to all members of a special meeting.
  e. Exceptional Circumstances In exceptional circumstances (eg: health alerts/isolation/illness or cancellations) the above times may be amended, and alternate arrangements made – eg: online meetings.
  f. Quorum Due to the transient nature of membership for specific productions the core membership is that of the Committee. A quorum for all meetings shall be at least 50% of the Committee with at least two (2) office bearers present, one of which must be either the President or Vice President.   g. Voting Voting shall be by way of show of hands in person or remotely. A secret ballot may be allowed at the President’s discretion. The President shall have a casting vote only.
  h. Minutes Minutes shall be kept as a record of the proceedings of all meetings. 

7. Banking and Finance
  a. The Club shall operate a bank and/or credit union account in the name of “The Top Of The Torrens Theatre Group Incorporated”. The President, Secretary and Treasurer are to be authorised signatories on this account with the requirement of any two (2) signatories being necessary to operate on this account. Up to two additional authorised signatories from the adult committee members may be added as deemed necessary by the committee.
  b. The assets and income of the group shall be applied solely in furtherance of the abovementioned objects and no portion shall be distributed directly or indirectly to the members of the group except as bona fide compensation for services rendered or expenses incurred on behalf of the organisation.
  c. The Treasurer shall maintain financial records so as to regularly and accurately report the financial status of the Club.
  d. The financial year for the Club shall close at the end of June each year. This enables the records to be audited prior to being submitted at the AGM.
  e. The Committee may authorise Club expenditure without seeking the approval of a General Meeting.
  f. The Committee may authorise Club donations to any community service or charitable organisation provided such donations do not diminish the promotion of the objectives as outlined in Clause 2 above.

8. Rules
  a. Changes to the Constitution of the association are to be made only as follows:
    1. At the Annual General Meeting. Notice of motions for alterations and additions are to be in writing and in the hands of the Secretary not less than 28 days prior to the AGM.
    2. At a Special Meeting. This is to be used only in case of an urgent need for change to meet a specific requirement. Written notice of such amendments are to be in the hands of the Secretary not less than 14 days prior to the meeting.
  b. Alteration to the rules, or Constitution, shall be registered with Consumer and Business Services which administers the Corporate Affairs Commission, as required by the Act.
  c. The registered rules, or Constitution, shall bind the group and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all the provisions thereof.

9. Winding up The group may be wound up in the manner provided for in the Act or voluntarily by special resolution at a special meeting for the members as outlined in Clause 6c, provided:
  a. At least 21 days’ written notice specifying the intention to propose the resolution has been given to all members of the group, and
  b. It is passed at a meeting referred to in this paragraph by a majority of not less than three quarters of such members of the group in attendance or by proxy, and
  c. In the event of the association being dissolved, the assets and amount that remains after such dissolution and the satisfaction of all debts and liabilities shall be transferred to benefit other community organisation/s with similar purposes, that are not carried on for the profit or gain of their individual members.


Constitution approved on 8 May 2025
Incorporated under the Associations Incorporations Act 1985 (South Australia) on and from the 29th Day of September, 1998. Registration No.: A0024194R