AYR ARTS GUILD

Constitution

As amended at the Annual General Meeting of the Guild on 23rd May 2011..

 

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1.    TITLE and DESCRIPTION

The title of the Guild shall be 'Ayr Arts Guild'.

2.    DEFINITIONS

(a)    'Guild' means the Ayr Arts Guild.

(b)    'Area' means Ayrshire.

(c)     'Members' means and includes :

(i)    All amateur clubs, societies, non-public organizations, private limited companies and charities affiliated to the Guild.

(ii)    individual members not representative of any amateur club, society, non-public organization, private limited company or charity.

(d)    'Associate Members' means and includes the members of all affiliated amateur clubs, societies, non-public organizations, private limited companies or charities.  Associate Members shall not be eligible to attend Special General or Annual General Meetings of the Guild, nor have the right to vote.

(e)    'Subscribers' means organizations using the Guild as a vehicle for publicity.  Subscribers shall not be eligible to attend meetings nor have the right to vote.

3.    PURPOSES

The purposes of the Guild are :

to promote, encourage and foster public interest in the study, practice and knowledge of the Arts within the area and other dramatic, literary, musical, educational and cultural purposes connected therewith.

In furtherance of the above purposes the Guild shall seek :

(a)    to assist in organizing, managing, presenting and producing stage plays, concerts, art exhibitions and other presentations as will advance public education in the Arts.

(b)    to make arrangements, plans and programmes either in conjunction with local dramatic, musical, cultural, artistic and educational societies and organizations or on its own initiative.

(c)    to co-operate with the local authorities and local dramatic, musical, cultural, artistic and educational societies and organizations for the establishment of local concert halls, theatres, arts centres and similar facilities.

(d)    to do all other acts as are incidental for the achievement of the purposes.

(e)    to acquire and hold property, heritable and moveable, for such purposes by purchase, lease or otherwise, in the name of the Chairman, Vice-Chairman, Treasurer and Business Secretary as Trustees of the Ayr Arts Guild and to dispose of such property as and when considered appropriate.

4.    MEMBERSHIP of the GUILD and REPRESENTATION

(a)    Membership of the Guild is open to any person, amateur club, society, non-public organization, private limited company or charity interested in the objects of the Guild.

(b)     The Guild shall comprise of a minimum of five amateur clubs, societies, non-public organizations, private limited companies or charities, or a minimum to ten individuals representative of more than one art from within the area, if the number of active amateur clubs, societies, non-public organizations, private limited companies and charities is or becomes less than five.

(c)    Affiliated amateur clubs, societies, non-public organizations, private limited companies and charities shall be represented at all meetings of the Guild by one of their own members nominated by the committee of such affiliated amateur club, society, non-public organization, private limited company or charity for that purpose, and each such nomination shall be notified in writing to the Secretary of the Guild.

(d)    The Executive Committee shall maintain a Register of Members.

5.    EXECUTIVE COMMITTEE and OFFICERS

(a)    The  Executive Committee shall consist of six officers, namely a Chairman, Vice-Chairman, Treasurer, Business Secretary, Promotions Secretary and Membership Secretary and, subject as aforementioned, one ordinary committee member from each amateur club, society, non-public organization, private limited company or charity affiliated to the Guild and six ordinary members of the Guild who are not themselves representative of any amateur club, society, non-public organization, private limited company or charity, whether affiliated or not.  No person shall otherwise be eligible for membership of the Executive Committee, unless already a member of an affiliated amateur club, society, non-public organization, private limited company or charity.  No affiliated amateur club, society, non-public organization, private limited company or charity shall be represented on the Executive Committee by more than one of its own members, and where the nominee of such amateur club, society, non-public organization, private limited company or charity is an Officer of the Guild, no other nominee of such amateur club, society, non-public organization, private limited company or charity shall hold a place on the Guild Executive Committee. The nomination of each amateur club, society, non-public organization, private limited company or charity shall be intimated in writing to the Guild Secretary at or prior to the Annual General Meeting, but may be accepted at the Executive Committee's discretion at a later date.

(b)    The Executive Committee shall be responsible for the administration, management and control of the affairs and property of the Guild, including details of membership and subscription.

(c)    The Executive Committee shall be appointed at the Annual General Meeting.  The ordinary committee members shall retire each year, but shall be eligible for re-selection or appointment.

(d)    In the event of any amateur club, society, non-public organization, private limited company or charity affiliating to the Guild after the Annual General Meeting in any year, a nominee of such amateur club, society, non-public organization, private limited company or charity shall be co-opted to the Executive Committee for the balance of the year remaining.

(e)    The officers shall be elected annually at the Annual General Meeting and shall be eligible for re-election on retiral with the proviso that no office bearer shall be eligible to hold the same office for a longer period than three consecutive years.  In exceptional circumstances the period of office may be extended.

(f)    The Executive Committee may establish such sub-committees (to which they may co-opt other members of the Guild) for such purposes and on such terms and conditions as they may deem necessary.

(g)    The Executive Committee may invite, at its sole discretion, any person or persons to attend any meetings of the Executive Committee in an advisory capacity, without the right to vote.

(h)    Five members of the Executive Committee shall form a quorum.

(i)    The annual subscription and the basis for levying it shall be determined by the Executive Committee.

6.    HONORARY PRESIDENT and HONORARY MEMBERS

The members of the Guild may from time to time at an Annual general Meeting appoint any person to be Honorary President of the Guild and may regulate the terms and conditions of such an appointment.  The Executive Committee may accord the title Honorary Member to any individual member who has rendered distinguished service to the Guild.

7.    INDEPENDENT EXAMINER

An independent examiner shall be appointed by members of the Guild at the annual General Meeting.  The independent examiner shall be responsible for examining the accounts of the Guild.

8.    MEETINGS

(a)    The Guild shall hold the Annual General Meeting in each year not later than 1st November, at such time and place as the Executive Committee shall decide.  Thirty days' notice of such meeting shall be given [for the purpose of clauses 5(a) and 9(c)].

(b)    A Special General Meeting of the Guild shall be called by the Secretary on the written request of members representing at least one quarter of the voting power as defined in clause 8(c) or on the unanimous written request of the Officers or on the written request of a majority of the Executive Committee.

(c)    Ten days' clear notice in writing shall be given by the Secretary for all meetings of the Guild, such notice to state the reason for calling the meeting and, in the case of a Special General Meeting of the Guild, the terms of any resolution to be put before the Guild shall be annexed to such notice.

(d)    Members representing at least one quarter of the voting power of the affiliated clubs shall constitute a quorum.

(e)     Each affiliated amateur club, society, non-public organization, private limited company or charity shall be entitled to three votes and each individual member to one vote for the purpose of determining any item of business at any meeting of the Guild.

9.    ANNUAL GENERAL MEETING

(a)    The business of the Annual General Meeting shall include the election of the Officers and the Executive Committee, the appointment of the Independent Examiner and the consideration of:

        (i)    An Annual Report which shall be prepared by the Executive Committee of the work done by the Guild.

        (ii)    The Report of the Independent Examiner and the Accounts of the Guild.

(b)    The Agenda and the Accounts shall be made available to all members prior to the meeting.

(c)    Any member may have a motion placed on the Agenda by submitting it to the Secretary not less than 48 hours before the Annual General Meeting and

(d)     The Chairman may, at his/her discretion, accept motions at the Annual General Meeting.

10.    FINANCE

(a)    The funds of the Guild shall be applied solely towards the promotion of the purposes of the Guild as stated in Clause 3.

(b)    The Treasurer shall keep books showing all the income and expenditure of the Guild.

(c)    There shall be prepared and presented to the Annual General Meeting of the Guild, independently examined accounts of the Guild and

(d)    No Officer or Member of the Executive Committee nor any individual member or associate member of the Guild shall receive any remuneration or other financial benefit from the Guild or its activities other than reimbursement of expenses properly incurred on behalf of the Guild.

11.    TRUSTEES and PROPERTY

The Chairman, Vice-Chairman, Treasurer and Business Secretary of the Guild for the time being and their successors in office shall be the Trustees of the Guild.  All heritable property acquired or held for the Guild shall stand in the names of all the Trustees, three being a quorum.  This provision shall not invalidate any existing trust arrangements nor shall it affect any subsequent gifts under special trust provisions which the Guild may accept.

12.    CHANGES to the CONSTITUTION

No change shall be made to the Constitution except by a resolution approved at an Annual General Meeting or Special General Meeting of the Guild by a two-thirds majority of the voting power represented at the meeting, provided always that due notice of the proposed resolution shall have been given to all members.  Any alterations to the Constitution will be notified to the Inland Revenue Claims Branch.

13.    DISSOLUTION

(a)    The Guild may at any time be dissolved by a resolution passed by a two-thirds majority of the voting power represented at an Annual General Meeting or Special General Meeting of the Guild and

(b)    All remaining assets of the Guild at the date of dissolution shall be donated to a body that is a charity in law having objects similar to those of the Guild.