RULES & BYE-LAWS

Constitution approved at the Annual General Meeting held on 30th September 2006. Bye-Laws are made and amended by the Council and are not presented to the AGM (Rule 32).

1. Title

The title of the Association is the "National Operatic and Dramatic Association"

2. Objects

The objects of the Association are to advance education by promoting and improving the art of opera, music and the theatre, to stimulate public appreciation of such arts, generally to cultivate the improvement of public taste in such arts and for those purposes to do all or any of the following things gratuitously or for such fees as may from time to time in any particular case be determined, that is to say:-

to conduct schools and courses for singers, instrumentalists, actors, producers and others engaged in or interested in the performance of operas, plays or other theatrical or musical productions;
to maintain a library or libraries of vocal and other scores, libretti, texts and other publications or documents for use in connection with any operatic, dramatic or other theatrical or musical production;
to provide a general advisory service as to all matters connected with any such production as is mentioned in the foregoing paragraph and in particular without prejudice to the generality of the foregoing to provide advice and information as to suitable forms of constitution for societies . which are intended to perform operas, plays or other theatrical or musical productions, as to suitable forms of contract to be entered into in connection with any such productions, as to the settlement or conduct of disputes arising out of such productions or any preparations therefore and as to the engagement of suitable producers, conductors or other professional advisers;
to publish news sheets, directories, circulars, bulletins and pamphlets;
to hold conferences and meetings for the purpose of discussing matters of interest to those concerned in any such productions as aforesaid; and
to do all such things as are incidental or conducive to the attainment of the above objects or any of them.

3 . Membership

There shall be seven classes of Membership of the Association:

Society (open to any club, institution, organisation or association of persons, whether incorporated or unincorporated, which meets the following criteria: namely that it is a voluntarily organised group of individuals who for the purpose of personal improvement, social networking or leisure produce and promote theatrical works for performance to the public and which is governed by a constitution and/or rules which provide for it to be managed by a committee and/or officers, none of whom receive payment except for the reimbursement of defined expenses, and which contain provisions for the
dissolution of the society materially the same as those in Rule 59 of these Rules);
Associate (open to bodies that produce and promote theatrical works for performance to the public but do not satisfy the criteria set out at 3(a) above);
Corporate (open to commercial organisations that do not satisfy the criteria for Society or Associate membership);
Individual;
Joint (open to two individuals living at the same - address);
Honorary (as elected by the Association in General Meeting);
Life (as elected by the Association in General Meeting).

4. Application for Membership

Applications for election to membership of the Association (other than Honorary or Life membership) shall be made in writing to the Regional Councillor and the election or rejection of applicants shall rest entirely with the Regional Committee.

5. Works Performed

Each Society and Associate shall, when applying for membership, supply the Association with a list of the works performed by it within the previous four years.

6. Official Device

Every Society and Associate shall be issued with an artwork copy of the Official Device of the Association. The Official Device shall not be used by any Society or Associate after it shall have ceased to be a member of the Association.

7. Rules and Bye-Laws

Every member of the Association upon election shall receive a copy of these Rules and the Bye-Laws made thereunder and become subject to the same Rules and the Officers for the time being of any Society or Associate shall be personally responsible for the performance by that Society or Associate of all its obligations under these Rules.

8. Register of Membership

The Chief Executive shall keep at Headquarters a register of members of the Association, and for this purpose every member shall supply to the Association a postal address for service of all notices upon such members under these Rules and shall forthwith notify the Association of any alteration in the particulars so supplied.

9. Fixture List

Each Society and Associate should report to the Association the dates and venues of its forthcoming performances and the names of the works selected. Lists of such performances shall be issued to members of the Association periodically in such form as may be prescribed by the Council.

10. Loans and Hirings

Any member of the Association obtaining chattels on loan or hire from the Association shall conform strictly to the Rules or Bye-Laws for the time being in force regulating such loans or hirings. No member having in its or his possession or under its or his control any property belonging to the Association shall make or cause or permit to be made any copy thereof or of any part thereof.

11. For Sale/Wanted

Any member of the Association having vocal scores, libretti, costumes, scenery or other properties for sale, hire or loan may advise the Association who shall publish periodically a list of all such articles but all sales, hirings or loans of such articles shall be negotiated directly by the members interested.

12. Society Title

No Society or Associate shall take or assume a title or name which is being or has been within the previous five years used by another Society or Associate or any colourable imitation thereof without the consent of the Council whose decision shall be final and binding.

13. Association Year

The year of the Association for all purposes shall commence on the Ist day of January and terminate on the following 31st of December or at such other periods as determined by the Council. If the Council shall determine another period, then it shall also have power to amend Rules 17 and 18 to be consistent with such determination,

14. Voting at General Meetings

At any General Meeting of the Association or at any Regional General Meeting every Society shall have five votes, Individual Members•shall have one vote, and Joint Members shall each have one vote.The Chairman, President and Vice President, every other Councillor and every Regional Representative and Regional Officer shall have one vote in addition to any vote to which he may be entitled to as a Member or accredited representative of a Society.

15. Subscriptions

The subscriptions (whether annual or commuted) to the Association shall be such as shall from time to time be determined by the Association in General Meeting.

16. Entrance Fee

Each applicant Society or Associate, before election or re-election to membership, shall be required to pay such entrance fee as the Association in General Meeting shall from time to time determine in addition to the amount of its initial subscription.

17. Payment of Subscription

Every person seeking election to the Association shall pay a full year's subscription on making application for election but the sum so paid by a person failing to secure election shall be refunded. Persons elected as members between I st October and the 31st December in any year shall have the first subscription so paid credited in satisfaction of their subscription for the following year provided they remain members of the Association on the 1st day of January next following their election. All annual subscriptions after the first shall become due on the 1st day of January and must be paid no later than the Ist day of April in that year
The Association shall have the right to inspect the accounts of affiliated Societies and Associates to ensure that the correct level of subscription has been paid.
Any Society, Associate, Member, or Corporate Member whose annual subscription is not paid by the 1st April in the year in which it becomes due shall be liable to be deleted from membership of the Association by resolution of the appropriate Regional Committee.

18. Resignations

Any member of the Association wishing to resign membership shall give notice in writing to the Association before the last day of December in any year and in default shall be liable for the ensuing year's subscription.

19. Council

The business of the Association shall be managed by a Council (elected and constituted as
hereinafter provided) who may exercise all such powers and do all such acts as may be exercised and done by the Association and are not by these Rules required to be exercised and done by the Association in General Meeting.
The Council shall consist of a President, a Vice-President, the Chairman of the Association, the Immediate Past President (for a period of twelve months after leaving office), not more than two Life Members of the Association, the Regional Councillors, and two other persons who may be co-opted thereto by the Council. Rules 20, 20A, 21 and 23 make provision for the election and term of office of the President, Vice-President, Chairman, Life Member members of Council, and Regional Councillors respectively.
The Council shall have power to provide indemnity insurance for themselves out of the income of the Association.The insurance shall not extend to:
1. any claim arising from any act or omission which (a) the trustees knew to be a breach of trust or breach of duty, or (b) was committed by the trustees in reckless disregard of whether it was a breach of trust or breach of duty or not;
2. and the costs of an unsuccessful defence to a criminal prosecution brought against the trustees in their capacity as the trustees of the charity
(d) Subject to the provisions of Rule 19(c) and except with the prior written approval of the Charity Commissioners no trustee may:

receive any benefit in money or in kind from the Association; or
have a financial interest in the supply of goods or services to the Association; or
acquire or hold any interest in property of the Association (except in order to hold it as a teustee of the charity).

20. Election of President and Vice-President

The President and Vice-President of the Association shall be elected by a secret ballot by the Council annually.
Candidates wishing to stand for election as President or Vice-President shall so notify the Chief Executive in writing by 1st January in the Association year in which they seek office.
The names of the candidates for the office of President and Vice-President shall be placed before the Council for election in accordance with this rule. If the person elected as President be a Regional Councillor, he shall vacate that office. If the person elected as the Vice President be a Regional Councillor, he shall not vacate that
office.
To be eligible for election, a person (at the date of the Annual General Meeting at which the election is announced) must have served as a member of the Council for at least three years but need not currently be a member of the Council.
The President and Vice-President shall each assume office on the day of the Annual General Meeting of the Association.The moment in time during such day at which each shall respectively assume office shall be determined by the Council. Each shall hold office until the day of the next following Annual General Meeting.
If by reason of death or any other cause, the office of President shall become vacant, the Vice-President shall forthwith assume the office of President and hold it during the remainder of the year of office of the late President. If at any time there shall cease to be a President and a Vice-President, the Council shall elect one of its members (by a majority vote given by secret. ballot) to act as President until the following Annual General Meeting.

20A. Election of the Chairman

A Chairman of the Association shall be elected by a secret ballot by the Council.
Candidates wishing to stand for election as Chairman shall so notify the Chief Executive in writing by I st April in the Association year in which an election falls to be held.
The names of the candidates for the office of Chairman shall be placed before the Council for election in accordance with this rule.
To be eligible for election, a person most have served as a member of Council for at least three years (but need not be a current member of Council) and their nomination must be supported by at least three current members of Council.
If the person elected as Chairman is a Regional Councillor, he shall vacate that office.
The Chairman shall assume office on the day following the Annual General Meeting of the Association in the Association year in which he is elected and, subject to (g) and (h) below, shall serve for a term of three years.
The Chairman may seek re-election but may not serve more than two consecutive terms.
The Chairman shall be obliged to submit himself for re-election at any time during his term of office if so requested in writing by at least three members of the Council. If such a request is received an election for the office of Chairman shall be held within six weeks and in any event prior to the next Annual General meeting of the Association.
If by reason of death or any other cause, the office of Chairman shall become vacant, the Council shall have power (by majority vote in secret ballot) to elect one of their number to fill the vacancy. Any person so elected shall serve as Chairman only until the next Annual General Meeting of the Association but may (if otherwise eligible) stand for election as Chairman for a term commencing at that Annual General Meeting for which an election shall be held promptly.The foregoing provisions of this Rule shall apply to such election as if the words in paragraph (b) from "by 1st April" to the end were omitted.

21. Life Member members of Council

Not more than two Life Members of the Association to serve on the Council in each year shall be elected annually at the Annual General Meeting.The Council shall in each year nominate two persons for election and the names of the persons so nominated shall be given in the notice convening the Annual General
Meeting.

22. Regions and Regional Committees

For administrative purposes and representation on the Council, Societies, Associates and Members shall be divided into Regions in such manner and in such geographical groups as the Council shall by Bye-Law appoint Each Region shall be represented by one Regional Councillor and administered by a Regional Committee as defined in the Bye-Laws.
Each Regional Committee may (subject to any Bye-Law of the Council) meet for the despatch of its business, convene, adjourn and otherwise regulate its own meetings as it thinks fit.
The Regional Councillor may convene a meeting of his Regional Committee at any time and shall
convene such a meeting within one month after receipt of a requisition to that effect signed by not less than three members of such Committee stating the purpose for which such meeting is required.

23. Regional Councillor

Within each Region, the Regional Committee, Societies and/or Members may nominate for that Region a candidate as Regional Councillor. Nominations must be supported by the equivalent of twenty-five votes and for this purpose, Rule 14 shall apply.
If more than one such nomination is received for any Region and such nominations are not reduced to one name by withdrawals, the election shall be by postal ballot, which shall be conducted by the Chief Executive of the Association, Any Societies or Members allocated to or residing in such Region shall be entitled to vote thereon and for this purpose Rule 14 shall apply
The person so elected shall commence service on the Council with effect from the next Annual General Meeting of the Association and shall remain Regional Councillor until the Annual General Meeting of the Association in the following year
A Regional Councillor seeking re-election shall, by offering himself as a candidate for re-election as Councillor for the Region for which he was duly elected, or appointed in accordance with Rule 33, be deemed to have been duly nominated in accordance with. Rule 23(a) above.

24. Districts

Each Region shall be sub-divided into such number of Districts and in such manner as the Regional Committee from time to time determine.

25. Regional Representatives

The Societies allocated to and Members resident within every District in each year (at such time and in such manner as the Council shall by Bye-Law determine) shall nominate some person normally being either a Member resident within the District or a member of a Society allocated to the District to be a member of the Regional Committee as Regional Representative for the District. Such nomination shall be supported by Societies and/or Members of such number as shall be the equivalent of 15 totes, and for this purpose Rule 14 shall apply.
If more than one such nomination is received for any District and nominations are not reduced to One name by withdrawals, the election shall be by postal ballot. All Societies and Members
allocated to or resident in such District shall be entitled to vote thereon and for this purpose Rule 14 shall apply.
A Regional Representative seeking re-election shall by offering himself as a candidate for reelection as Regional Representative for the District for which he was elected be deemed to have been duly nominated in accordance with Rule 25(a).

26. Annual General Meeting

A General Meeting of the Association, to be called the Annual General Meeting, shall be held in each year when the accounts for the past year, duly audited by the Auditors as provided in Rule 52 shall be presented, new Honorary and new Life Members of the Association, the Auditors and members of the Appeal Tribunal for the ensuing year elected and any general business transacted. Such Annual General Meeting shall be held on a date and at a time and place to be determined by the Council, Without prejudice to Rule 27(a) notification of the date, time and place fixed for the Annual General Meeting shall be in each year sent to every Society and Member two calendar months at least before the date fixed for holding such meeting.

27. Business at General Meeting

Notice of every General Meeting giving particulars of the business to be transacted thereat shall be sent to all Societies, Members, Regional Representatives, Regional Officers and Councillors at least 15 days prior to the date fixed for such a Meeting.
In the case of the Annual General Meeting, the notice shall include notification of :-
1. the names of the persons elected by Council to serve as President,Vice-President and Chairman;
2. the names of the nominees proposed by Council for election to Life Membership or Honorary Membership;
3. the names of the Life Members nominated by Council to serve on the Council for the ensuing year;
4. the nominees proposed by Council for election as Auditors;
5. the names of the persons elected by the Regions to serve as Regional Councillors for the ensuing year; and
6. the numbers of membership in each Region;
  
  and a copy of the audited accounts for the past year shall also be included with the notice.
Particulars of all resolutions required to be brought before the Annual General Meeting shall be given to the Chief Executive no less than 30 days before the date fixed for such meeting and a copy of this Rule shall be set out in the preliminary notice referred to in Rule 26.

28. Quorum at General Meetings

No business shall be transacted at any General Meeting of the Association unless a quorum is present when the meeting proceeds to business. A quorum shall be such a number as shall not be less than 2½% of the total number of Societies, as calculated at the date of the General Meeting.The Council shall make Bye-Laws as may be necessary to provide for the adjournment, dissolution, conduct of and voting at General Meetings.

29. Chairman at General Meeting

The President shall preside at every General Meeting but if there be no such President or if at any meeting the President shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the members of the Association present shall choose some member of the Council present to preside, or if no member of the Council be present or if all members of the Council present decline to take the chair, the members of the Association present shall choose someone from their number to preside.

30. Extraordinary General Meetings

The Council may call an Extraordinary General Meeting of the Association whenever it thinks fit
An Extraordinary General Meeting of the Association shall be called on a requisition in writing to that effect given to the Chief Executive by such a number of Societies as shall not be less than 21/s% of the total number of Societies as calculated at the date of the Annual General Meeting immediately preceding the date of such requisition. The requisition must state the business to be transacted at the required meeting and must be signed on behalf of every requisitioning Society by some principal officer of that Society and may consist of several documents in like form each signed in such manner aforesaid.A Meeting so requisitioned shall be convened by the Chief Executive within six weeks after the receipt of the notice. No business other than that given in the notice shall be transactedat an Extraordinary General Meeting.

31 . Council Meetings

Subject to Rule 31(b) the Council may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Five members of the Council present shall form a quorum. Questions arising at any meeting shall be decided by a majority of votes. In the case of equality of votes, the Chairman shall have a second or casting vote.
The Council shall meet at least three times in every year, once within forty-eight hours after the Annual General Meeting, once within the ensuing ten months, and once within forty-eight hours prior to the next Annual General Meeting.

32. Bye-Laws

The Council shall from time to time make, repeal and amend all such Bye-Laws (not inconsistent herewith) as it thinks expedient for the internal management and well-being of the Association. All Bye-Laws made by the Council under this Rule shall be binding until repealed by the Council or set aside by a resolution of a General Meeting of the Association.

33. Casual Vacancies on the Council

The Council (after consultation with the Regional Committee concerned) shall have power from time to time to fill any casual vacancy which may occur amongst the Regional Councillors but any Councillor so appointed shall retain his office only until the next Annual General Meeting but shall be eligible for election and the provisions of Rule 23(d) shall apply

34. Council Quorum

The continuing members of the Council may act notwithstanding any vacancy in their body provided always that in case the members of the Council shall at any time be reduced in number to less than five it be lawful for them to act as the Council for the purpose of filling vacancies in their body or of summoning a General Meeting but not for any other purpose.

35. Patron, Life Members and Honorary Members

The Council shall have power to receive a Patron of the Association.
The Council may from time to time nominate such persons as it thinks fit as candidates for election as Life Members of the Association or Honorary Members of the Association and the names of each person so nominated shall be submitted for election at a General Meeting of the Association. The Association in General Meeting may in the case of any person elected as an Honorary Member determine for what period he shall be so elected. No Life Member or Honorary Member shall be required to pay any subscription.

36. Delegation by Council to Committees

The Council may delegate any of its powers to Committees (whether standing or ad hoc) consisting of such members of the Council as it may think fit and may for this purpose co-opt additional members of the Committee with special knowledge of the subject for consideration of which the Committee is appointed. Any Committee so formed shall conform to all regulations imposed on it by the Council.The meetings and proceedings of any such Committees shall be governed by the provision of these Rules for regulating the meetings and proceedings of the Council so far as the same shall not be superseded by any regulations made by the Council as aforesaid save that subject to any such regulations as aforesaid three members of the Committee present shall form a quorum.

37. Requisition of Committee Meetings

A meeting of any Committee shall be convened on the requisition of the Chairman or any two members of such Committees.

38. Notice of Council Meetings

Notice of every meeting of the Council stating the business to be transacted thereat shall be given to each member of the Council at least fourteen days prior to the date fixed for such meeting except that such notice shall not be necessary in the case of a meeting being held within forty-eight hours after the Annual General Meeting.

39. Meeting Expenses

Every member of the Council attending a meeting duly convened for the purpose of transacting the business of the Association shall be entitled to be reimbursed out of the funds of the Association the return railway fare from his place of residence to the place of meeting (or the equivalent value thereof) and other necessary expenses (if any) incurred by him in attending such meeting.

40. Requisition of Council Meetings

On the request of the Chairman or any five members of the Council at any time, the Chief Executive shall summon a meeting of the Council.

41. Chairman at Council Meetings

The Chairman or in his absence the President of the Association shall be Chairman of the Council and shall preside at all meetings of the Council or if at any meeting the Chairman or President be not present within five minutes after the time appointed for holding a meeting, the members of the Council present shall choose some one of their number to be the Chairman of the meeting until the arrival of the Chairman or President.

42. Validity of decisions

All acts bona fide done by any meeting of the Council or any Committee of the Council or by any person acting as a member of the Council or any such Committee shall (notwithstanding it be afterwards discovered that there was some defect in the appointment of any such member or person acting as aforesaid or that they, or any of them were
disqualified) be as valid as if every such person had been duly appointed and was qualified to be a member of the Council or of such Committee.

43. Minutes of Meetings

The Council shall cause proper minutes to be made of the proceedings of all meetings of the Association and of the Council and its Committees, and all business transacted at any such meeting and any minute of any such meeting if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting shall be conclusive evidence without any further proof of the facts therein stated.

44. Resolutions in writing

A resolution in writing signed by all members for the time being of the Council or of any Committee of the Council shall be valid and effectual as if it had been passed at a meeting of the Council or such Committee duly convened and constituted.

45. Chief Executive

The Council shall appoint and employ a Chief Executive or Chief Officer and such other officers, employees and agents (if any) as the Council shall from time to time consider necessary for the purposes of the Association at such remuneration and generally upon such terms and conditions as the Council shall from time to time deem expedient.

46. Banking and Cheques

The Association's Banking Account(s) shall be kept with such Banker or Bankers as the Council shall from time to time determine. Cheques on the Association's banking accounts shall be signed by the signatories approved by the Council from time to time.

47. Investment Policy

The investment policy of the Association is that funds in excess of current requirements shall be invested, having due regard to the level of those funds and to the foreseeable requirements of the Association as set out in the reserves policy. Investments are to be made with security and safety being the main criteria. A reasonable market return is the secondary objective.

48. Headquarters

The Headquarters of the Association shall be at such address as the Council shall from time to time determine. The Chief Executive shall forthwith notify all members of the Association of any change in such address.

49. Property and Effects

The property and effects of the Association other than money shall be vested in the President and Vice-President for the time being or in such other Trustees (being not less than two in number) or Trust Corporation as the Council shall from time to time appoint.
The Chief Executive shall have the custody of all Marked Stage Books,Vocal Scores, Libretti, Pictorials and other materials belonging to the Association and applications shall be made to him in writing for the loan or hire of the same.

50. Association Accounts

The Association shall cause proper books of account to be kept with respect to:-

the assets and liabilities of the Association;
the sums of money received and expended by the Association and the matters in respect of which such receipts and expenditure take place; and
all sales and purchases of goods by the Association.

51 . Inspection of Accounts

The books of account shall be kept at Headquarters or at such place or places as the Council shall otherwise appoint and shall be open to inspection by Members and duly authorised representatives of Societies at such times and subject to such conditions as the Council may from time to time appoint.

52. Audit of Accounts

Once at least in every year, the Accounts of the - Association shall be examined and the correctness of such Accounts and Balance Sheet ascertained and certified by the Auditors of the Association.

53. Eligibility for Office

No person other than a Member of the Association or a member of a Society shall in any circumstances be eligible to hold office as President or Vice-President or to be a member of the Council or a Regional Representative nor (except a person co-opted to the Council under Rule 19) shall any person be eligible as aforesaid who is currently in receipt of remuneration for services rendered to any Society or other Operatic or Dramatic organisation.

54. Vacation of Office

The office of a member of the Council or Regional Committee shall be vacated:-

if a bankruptcy order be made against him or if he shall make any arrangement or composition with his creditors;
if he be found lunatic or become of unsound mind;
if he shall cease to be a Member of the Association or a member of a Society;
if by notice in writing to the Association he shall resign his office; or
if he shall be convicted of an indictable offence.

55. Removal From Office

The Council shall have the power to remove any Councillor or any Regional Representative or member of any Regional Committee either summarily or upon notice who shall become through illness or any other cause incapable of fulfilling his responsibilities efficiently or who shall be guilty of any conduct derogatory to the Association or incompatible with his responsibilities to the Association and thereupon such office shall become vacant. Any person so removed shall be forthwith notified of his removal and shall have the right of appeal against such removal a permanent Appeal Tribunal consisting of not less than five persons not being Councillors to be elected at the Annual.

General Meeting in each year. A quorum of three will be required for hearings before the Tribunal, and in any particular case neither the Appellant nor any relative or partner of the Appellant shall sit on the Tribunal panel. Any person desiring to avail himself of his right shall within fourteen days of notice of his removal being served upon him give notice in writing to the Chief Executive of his intention to appeal against such removal together with a deposit of L 1000 pending the hearing of such appeal which sum shall be forfeited to the Association in the event of the appeal being dismissed but shall be returned to the appellant in the event of the appeal being allowed.

56. Expulsion of Members

If there shall be brought to the notice of the Council:-

any act, neglect or default on the part of a member of the Association which discloses a prima fade case of conduct which is improper and likely to injure the Association or any of its members; or
any breach of the Rules by a Society, Associate or Member;

the offending member of the Association shall be summoned to appear either by representatives or in person before the Council to explain such conduct. If the explanation offered shall not be deemed to be satisfactory the Council shall have the power to expel the offending member from the Association or to inflict a lesser penalty but any resolution for the expulsion of a member shall not be effective unless carried by a majority of two-thirds of the votes recorded thereon.

57. Eligibility for Membership

No person promoting or supporting any organisation which in the opinion of the Council is injurious to the objects and interests of the Association shall be eligible for election to or entitled to retain membership of the Association but prior to the termination of the membership of any member under this rule a reasonable opportunity shall be given to such member of either satisfying the Council that such organisation is not injurious to the objects and interests of the Association or discontinuing its or his connection with such organisation.

58. Removal of Council Member

The Association may by a resolution passed at a General Meeting by a majority of not less than three-fourths of the total votes cast upon such resolution (for which purpose Rule 14 shall apply) remove any member of the Council before the expiration of his period of office and may by an ordinary resolution appoint any other qualified person to be a member of the Council in his place.

59. Dissolution of the Association

The Association may at any time be dissolved by a resolution of which due notice has been given and which has been passed at a General Meeting by a majority of two-thirds of the total votes recorded thereon (for which purpose Rule 14 shall apply). Such resolutions may give instructions for the disposal of any assets held by or in the name of the Association, provided that if any property remains after the satisfaction of all debts and liabilities, such property shall not be paid to or distributed among the members of the Association, but shall be given or transferred to such other charitable institution or institutions having objects similar to some or all of the objects of the Association as the Association may, with the approval of the Charity Commissioners or other authority having charitable jurisdiction, determine.

60. Interpretation of Rules

The interpretation of these Rules and all Bye-Laws of the Association and the decision on any question arising thereout shall rest solely with the Council and all disputes and differences between members of the Association shall be referred to the Council whose decisions thereon shall be final and binding upon the members concerned.

61. Alteration of Rules

No alteration to these Rules shall be made except by a resolution of which due notice has been given and which has been passed at a General Meeting by a majority of two-thirds of the total votes recorded thereon (for which purpose Rule 14 shall apply).

62. Definitions

In the preceding Rules (and in all Bye-Laws made thereunder) the following expressions shall (where the context so admits) have the following meanings:-

"The Association" shall mean the National Operatic and Dramatic Association.
"Society" shall mean any organisation which is for the time being a Society Member of the Association.
"Associate" shall mean any organisation which is for the time being an Associate Member of the Association.
"Member" shall mean any person who is for the time being a Life Member, Honorary Member, or Individual Member, or any persons who are Joint Members of the Association.
"The Patron" shall mean the person for the time being received by the Council as Patron of the Association in accordance with Rule 35(a).
"The President" shall mean the person for the time being elected (in accordance with Rule 20) to the office of President of the Association.
"The Vice-President" shall mean the person for the time being elected (in accordance with Rule 20) to the office of Vice-President of the Association.
"The Immediate Past President" shall mean that person (other than the President for the time being) last previously elected to the office of President of the Association in accordance with Rule 20.
"Past President" shall mean any person (other than the President for the time being) who has been duly elected to the office of President of the Association in accordance with Rule 20.
"The Chairman" shall mean the person for the time being elected in accordance with Rule 20A to the office of Chairman of the Association.
"Life Member" and "Honorary Member" shall respectively mean a person elected as a Life Member of the Association or an Honorary Member of the Association in accordance with Rule 35(b).
"Regional Councillor" shall mean a person elected as Councillor in accordance with Rule 23.
"Life Members to serve on the Council" shall mean those persons duly elected in accordance with Rule 21.
"The Chief Executive" shall mean and include the person for the time being holding the office of Chief Executive or Chief Officer pursuant to Rule 45 or any-other officer or employee to whom any of the powers or duties of such officer shall from time to time be delegated by the Council.
"Region" shall mean the geographical group or division determined by the Council in accordance with Rule 22.
"District" shall mean the sub-division of a Region determined by the Regional Committee in accordance with Rule 24.
"Regional Committee" shall mean the Committee consisting of the Regional Representatives, Officers and the Regional Councillor for the time being for any one Region.
"Regional Representative" shall mean the person for the time being elected as Regional Representative in accordance with Rule 25.
"Remuneration" shall not include reimbursement of expenses incurred.
The masculine shall include the feminine and the singular shall include the plural.