ARTICLES OF THE NORDIC STAGE FIGHT SOCIETY
THE ARTICLES OF ASSOCIATION
As adopted by the NSFS General Assembly on July the 15th, 2017. See downloadable version at Articles of the Association.
ARTICLE 1: NAME AND PURPOSE
1. The name of the association is: Nordic Stage Fight Society (abbreviation: NSFS).
2. The use of the name and the identifying symbols of the organisation by any person or organization for PR-purposes, or for the purpose of applying for funding etc., must be consented by the NSFS executive board, see article 4.
NSFS is a non-profit organization that provides services to its members by:
1. Furthering the art, study and enjoyment of stage fight.
2. Developing a standardized education system for stage fight.
3. Supporting historical research relevant to stage fight.
4. Seeking dialogue and cooperation with other relevant organisations and societies.
5. Supporting member organisations in their work.
1.3. Ethical responsibility
NSFS will work under ethical responsibility. Members are obliged to avoid participation in projects that promote violence in real life or serve as propaganda for totalitarian ideology.
ARTICLE 2: ORGANISATON
1. The NSFS serves as an umbrella organization for stage fight societies in the Nordic and Baltic countries and serve personal members as well, see article 3.
2. The NSFS’s supreme council is the General Assembly (abbreviation: GA), see article 5.
3. The NSFS is governed by an executive board (abbreviation: the board), see article 4.
2.2. Official Seat
The official seat of the NSFS is at the address of the chairperson unless the board designates another seat.
ARTICLE 3: MEMBERSHIP
3.1. National Organisations
1. Any Nordic or Baltic organisation interested in stage fighting can apply for membership of the NSFS as a national organisation (abbreviation: NO).
2. NO membership is given by a majority of votes at the GA.
3. Individual members of a NO are considered members of the NSFS as long as the NO remains in good standing.
4. A NO is no longer in good standing if
a. it fails to pay the annual membership fee, see article 8.1.2, when required,
b. it has less than 5 paying members or
c. it contravenes the purpose and ethical responsibility of the NSFS, see article 1.3.
3.2. Personal membership
1. Any individual interested in stage fighting can become a member of the NSFS.
2. Personal membership becomes effective upon payment of the membership fee.
3. Personal members are considered members as long as they are in good standing.
4. A personal member is no longer in “good standing” if
a. the member fails to pay the annual membership fee when required,
b. the member contravenes the purpose and ethical responsibility of the NSFS, see article 3.5.
3.3. Honorary membership
1. Any individual can be nominated for honorary membership by any member of the NSFS, based on his/her extraordinary efforts for the good of the NSFS.
2. Honorary membership is given by a simple majority of votes at the GA.
3. Honorary members pay no membership fee and are considered lifetime personal members as long as they remain in good standing.
4. A honorary member is no longer in good standing if the honorary member contravenes the purpose and ethical responsibility of the NSFS, see article 3.5.
3.4. Resignation of membership
Each NO, personal member or honorary member may at any time resign the membership upon request to the board.
3.5. Immediate exclusion
1. The board can set in effect immediate exclusion of any NO, personal member or honorary member who contravenes the purpose and/or ethical responsibility of the NSFS, see article 1.2. and 1.3.
2. An exclusion resolution shall always be considered at the first GA (Ordinary or Extraordinary) and the resolution may only pass with a qualified majority of 3/4.
3. The NO or personal member or honorary member subject to the exclusion shall have the opportunity to be heard at the GA considering their case.
ARTICLE 4 – THE EXECUTIVE BOARD
1. The board shall consist of a chairperson and four board members, and a teacher reprsentative.
2. A minimum of three substitute members is elected to step in if a board member is excused.
3. Each NO must have a member represented as a board member or a substitute member.
4. The chairperson is obliged to transfer to personal membership upon election.
5. The board constitutes itself as regards to vice chairperson, secretary etc. upon election.
1. Any member of a NO, personal member or honorary member in good standing can be elected to the board by a simple majority of votes at the GA.
2. The chairperson is elected directly by the members for two years at a time.
3. The teacher representative is elected directly by the members for one year at a time.
4. The four board members are elected for two years at a time. Two members are elected alternate years.
5. Substitute members are elected for one year at a time.
6. Re-election is allowed.
1. Any board member may convene a meeting.
2. Minutes regarding the decisions and resolutions of the board meetings shall be kept and made available upon request from the members.
3. Substitute members may participate in any meeting but do not have a vote.
1. The quorum for a board meeting shall be three voting members.
2. Voting members are the four board members, the teacher repsentative and the chairperson.
4.5. Voting rules
1. The board shall pass resolutions by a simple majority.
2. In the event of a tied vote, the Chairperson shall have a casting vote.
1. The board governs in accordance with the decisions and resolutions taken by the GA and may enter into the necessary financial commitments for the daily operations of the NSFS.
2. The board determines its own rules of procedure.
3. The board is required to seek advice in any matter that falls outside the board’s expertise.
ARTICLE 5 – THE GENERAL ASSEMBLY
The GA shall be held annually in conjunction with the summer workshop or in case of a cancelled workshop or a gap year, when the board finds it convenient.
1. Members shall be notified of the GA no less than six weeks prior.
2. Proposals for the consideration of the GA must be given to the board no less than four weeks prior.
3. Members receive the GA meeting papers, including the agenda, no less than two weeks prior.
The General Meeting shall form a quorum with the total number of voting members present plus the approved proxies and written votes submitted.
5.5. Voting rules.
1. The resolutions of the GA shall be passed by simple majority unless otherwise stated in the Articles.
2. All members in good standing have one vote. In the event of a tied vote the chairperson gets a casting vote.
3. Members unable to attend the GA can submit their vote in writing, or appoint another member as their proxy. Each member can however only represent a single proxy.
4. Voting is done by a show of hands. Upon request by closed ballot.
5.6. Permanent items on the agenda
1. Declaration of the GA in session
2. Election of secretary and meeting leader
3. Determination of correct convening of meeting
4. Election of two vote-counters
5. Determining the number of voting members present, including proxies and written votes
6. Chairperson’s report
7. NO reports
8. Presentation of annual accounts for the concluded financial year for approval
9. Granting discharge for the resigning board
10. Establishment of membership fees
11. Establishment of daily operations for the upcoming year, including the establishment of budget
12. Proposals to be put to vote (simple majority)
13. Special conditions (3/4 majority)
14. Election of board members, teacher repsentative and/or chairperson and substitute members
15. Election of election committee
16. Election of auditor and substitute auditor
17. Any other business
18. Declaration of the GA as closed
The minutes of the GA shall be signed by the meeting secretary, the meeting leader and the Chairperson.
ARTICLE 6 – EXTRAORDINARY GENERAL ASSEMBLY
1. An Extraordinary GA can be convened by the board if deemed necessary.
2. An Extraordinary GA shall be convened when at least two NOs or one third of the personal members and honorary members hands in a written motion for its convention.
1. Members shall be notified no later than two weeks prior to the date the Extraordinary GA is to take place.
2. The notification shall include the agenda of the meeting.
3. Only the item(s) tabled as motions for the Extraordinary GA can be considered at the meeting.
ARTICLE 7 – ELECTION COMMITTE
1. The Election Committee shall be elected at the GA and shall consist of three members in good standing.
2. Board members cannot serve on the Election Committee.
3. The Election Committee is elected for one year at a time. Re-election is allowed.
1. The Election Committee is responsible for finding and nominating suitable candidates to stand for election to serve as chairperson, board members, substitute board members, auditor, substitute auditor and election committee member the following year.
2. Proposals for candidates shall be submitted to the Election Committee no later than 8 weeks prior to the GA.
3. Upon election the three members choose a leader and notify the board.
ARTICLE 8 – ACCOUNTS AND ASSETS
8.1. Financial year
1. The society’s financial year is the calendar year.
2. NO membership fees shall be paid at the end of the first quarter of the financial year and covers the previous year.
3. Personal membership fees shall be paid before the end of the first quarter of the financial year and covers the current financial year.
1. The accounts shall be audited by an auditor prior to the GA. The auditor shall be elected at the GA and may not be a member of the board nor a substitute member.
2. The auditor can at any time demand access of NSFS’ books and bank accounts and shall bring any irregularities to the attention of the board.
3. The board appoints a Treasurer who shall be responsible for banking NSFS receipts and payment approved by the board.
4. The Treasurer keeps a cash book of all income and expenses in such a way that the society’s actual financial situation can be seen from the book.
5. The Treasurer is responsible for production of the society’s annual accounts.
6. The Treasurer can be a member of the board.
ARTICLE 9. AUTHORISED SIGNATORIES AND LIABILITY
9.1. Authorised signatories
1. The signatures of the Chairperson and one other member of the board can bind the NSFS to external agreements.
2. For external agreements regarding less than 1000 Euro the signature of only one member of the board can bind the NSFS.
3. For taking out loans and sale/mortgaging of property all members of the board shall be jointly and severally liable.
9.2. Financial liability
NSFS shall be liable for the contracts and agreements the society may enter into. The members cannot be held collectively or personally liable for NSFS’ obligations unless such obligations are the result of embezzlement or transactions in contravention of these Articles of Association.
ARTICLE 10 – AMENDMENT OF ARTICLES
1. Any amendments to the Articles require a qualified majority of 3/4 of the voting members present at the GA.
2. Based on experience with the amendment, the next coming GA (ordinary or extraordinary) must validate the established amendment by a majority of votes, else
the change is discarded.
ARTICLE 11 – DISSOLUTION
Dissolution of the NSFS requires a qualified majority of ¾ at two consecutive GA’s, of which one can be extraordinary.
11.2. Distribution of assets
In the event of dissolution the assets of the NSFS shall pass to an organisation or society with objectives that do not conflict with the Articles of Association of the NSFS.