The Constitution

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CONSTITUTION

September 2011 REVISION – Please download a copy here

1. NAME

The name shall be ‘Stafford District Arts Council’ [hereinafter referred to as ‘the Council’]

2. AIMS

The Council shall foster and promote the maintenance, improvement and development of artistic taste and knowledge, understanding and appreciation of the arts, both directly and through local societies, among the inhabitants of the district of Stafford, and in furtherance of the foregoing aims, but not further or otherwise:

a] to improve standards of execution and appreciation of the arts;

b] to promote and market, and to encourage and assist in promoting and marketing, the practice, presentation and study of the arts;

c] to co-operate with and to give guidance and advice to any association, society, or other body established for charitable purposes only and having primary objects wholly or partly similar to those of the Council;

d] to give financial assistance to those societies, organisations and individuals who are members of the SDAC. In exceptional circumstances, applications from non-members will be considered.

e] to bring together and co-ordinate the efforts of the local authority, bodies, organisations, societies, and individuals concerned or interested in the attainment of all or any of the aims of the Council;

f]] to take steps to secure the provision and development of suitable buildings where the arts may be practiced, presented and studied, and the provision and development in any such buildings or elsewhere of facilities for such purposes;

g] to do all such other things as are necessary to the attainment of the foregoing aims.

3. AREA OF BENEFIT

For the purposes of this constitution the term ‘District of Stafford’ shall mean the area administered by Stafford Borough Council as at any time constituted.

4 MEMBERSHIP

a] membership shall be open to such of the following as choose to apply:

{i} Individuals and organisations whose aims are not inconsistent with the aims of the Council and who operate on a “not for profit” basis. Such organisations shall be entitled to nominate one representative to the Council.

{ii} Individuals and organisations whose aims are not inconsistent with the aims of the Council and who operate on a “for profit” basis, on the understanding that they shall not be entitled to financial assistance from the Council or from other bodies who might provide benefits normally given to Council members. Such organisations shall be entitled to nominate one representative to the Council.

{iii} Representation of organisations as follows:

1. Six representatives of the Stafford Borough Council.

2. One representative of the Staffordshire County Council

{iv} Life members as may be appointed by resolution of the Council at the Annual General Meeting of the Council, such appointments to be carried nem con.

{v} The officer (or nominee) responsible for the Arts in Stafford Borough Council.

b] Subscriptions

The amount of subscriptions shall be determined at the Annual General Meeting of the Council following a recommendation of the Executive Committee. These subscriptions shall apply from the beginning of the next full financial year following the meeting.

c] Resignation

A member of the Council may resign at any time by giving one month notice in writing to the Secretary, and shall be deemed to have resigned if the subscription has not been paid by the date of the Annual General Meeting of the Council.

5. GENERAL MEETINGS

a] An Annual General Meeting shall be held in September each year. The business transacted at the Annual General Meeting shall include:

{i} the consideration, and if approved, the adoption of a report of the previous years work, together with an audited statement of accounts and balance sheet.

{ii} the appointment of the Officers;

{iii} the appointment of auditors, who shall not be members of the Executive.

{iv} the appointment of the Executive Committee;

b] There shall be a minimum of three General Meetings per year inclusive of the Annual General Meeting. A Quorum of a Council meeting shall be fifteen members or one quarter of all members entitled to vote, whichever be the fewer.

c] Special General Meetings of the Council may be called at any time by a resolution of the Council at any General Meeting or by the Chairman or by the Executive Committee or the Secretary on receipt of a request from any ten members of the Council.

d] Not less than fourteen days notice of a General Meeting shall be given in writing to all members of the Council.

6. OFFICERS, COMMITTEES & PANELS

a] The Officers, namely the President, Chairman, Vice-Chairman, Secretary and Treasurer, and up to four other Officers as appropriate, shall be appointed annually by the Council. [The Chairman shall be eligible for re-election until he has served a maximum period of three years, after which he shall become ineligible for election to the same post for a period of one year].

b] {i} The Executive Committee shall consist of the Officers, seven other members and the Chairs of the Advisory Panels, appointed annually by the Council.

{ii} The Executive Committee may co-opt up to three persons as members of the Executive Committee providing such persons are voting members of the Council. Such co-options shall be submitted for approval to the next General Meeting of the Council.

{iii} Any member who is absent from three successive meetings without an apology shall be deemed to have resigned.

c] The Executive Committee shall appoint such Panels, as it considers necessary for the execution of its duties, and shall lay down terms of reference for such Panels.

d] There shall be a minimum of ten meetings of the Executive Committee per year, and the quorum shall be five, of whom at least one shall be an Officer.

e] In the event of equality of votes in the determination of any matter at any meeting of the Council, its Committees or Panels, the person chairing the meeting shall be entitled to a casting vote.

f] The Executive committee may, at its discretion, appoint a president who will not be a voting member of the executive committee. In making this appointment the Executive Committee will take into account the President’s ability to support and represent Stafford District Arts Council externally and to progress its aims and objectives.

g] All members of the Executive Committee shall be Trustees of the Charity and be registered as such with the Charity Commission.

NOTE: The Trustees of the Charity are not necessarily the same as the bare Trustees of the Executive in section 7d) of the Constitution.

7. FINANCE & AUDIT

a] The Council shall have powers to raise money by means of subscriptions from its members, donations and legacies, grants in aid, loans and other sources. In particular, the Council will seek grants from the Arts Council of England and other funding bodies and may also undertake fund raising projects and activities.

b] The Council’s financial year shall run from 1st April to 31st March and subscriptions shall be due in advance on 1st April each year.

c] The income and property of the Council shall be applied solely towards the aims redefined in clause 2 hereof and no portion thereof shall be paid or transferred directly or indirectly by way of profit to any member of the Council; but so that nothing herein contained shall prevent repayment in good faith of reasonable out-of-pocket expenses, or the payment to any official or servant of the Council of reasonable and proper remuneration, or the payment of any grants to any member in pursuance of the aims of the Council.

d] {I} The title to any property, real or personal, which may be acquired by or for the purposes of the Council may be vested in trustees (“the Trustees”) who shall hold such property as bare trustees for the Executive and shall deal with the same as the Executive shall from time to time direct and account to the Executive for all rents, profits, interest, dividends, proceeds of sale and other monies of what so ever nature accruing from such property.

NOTE: The Trustees in this section are not necessarily the Trustees of the Charity as defined in Section 6g).

{ii} The number of the Trustees shall not be less that two or more than four.

{iii} The Trustees shall be indemnified out of the property of the Council against all damage, costs and expenses incurred in the proper execution of their trust.

{iv} The Trustees shall hold office until death or resignation or until removed from office by resolution of the Executive.

{v} The first trustees shall be nominated by resolution of the Executive and appointed by the Chairman. The Chairman shall have power upon the nomination of the Executive as aforesaid to appoint new Trustees, either in place of a Trustee or Trustees who have died, resigned or have been removed, or as an additional Trustee or Trustees but so that the maximum specified in sub-clause [b] of this Clause shall not be exceeded.

{iv} The power to appoint new Trustees shall, for the purpose of Section 36 of the Trustees Act 1925 be vested in the Chairman. All appointments made under this Clause 6 shall be by Deed.

8. STANDING ORDERS

The Council shall draw up Standing Orders which shall define such matters as the duties of the Executive Committee, the appointment and function of Advisory Panels and Sub-committees, the ordering and conduct of Meetings and any other matters which the Council considers appropriate. The Standing Orders shall be subject to additions and amendments by the Executive Committee without reference to the Council, except insofar as they relate to the duties of the Executive Committee and Council saving that such additions and amendments to be reported to and approved by the next General Meeting of the Council.

9. ALTERATION TO CONSTITUTION

Alterations to the Constitution shall only be made by the Council at the Annual General Meeting or at a Special Meeting and shall be approved by a vote in favour of such alterations of not less than two-thirds of the Council Members present.

Not less than 42 days notice in writing shall be given to the Secretary of any motion to alter the Constitution and not less than 28 days in writing of any Annual or Special Meeting at which such motion shall be considered shall be given to all members of the Council such notice to be accompanied by a written statement of any proposed alteration to the Constitution provided that no alteration of Clauses 2 and 11 and this clause shall be made without the approval of the Court or the Charity Commissioners or other authority having charitable jurisdiction, and provided further that no alteration shall be made which would have the effect of causing the Council to cease to be a Charity at Law.

10. VALIDITY OF PROCEEDINGS

The proceedings of the Council and its committees and advisory panels shall not be invalidated by any failure to appoint or any defect in the appointment, election or qualification of any member or representative.

11. DISSOLUTION

The Council may be dissolved by a Resolution passed by a two thirds majority of those present and voting at a Special General Meeting convened for the purpose of which 21 days notice shall have been given to the members. Such resolution may give instructions for the disposal of any assets, held by or in the name of the Council, 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 Council 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 Council as the Council may determine and if and insofar as effect cannot be given to this provision, then to some other charitable purpose.

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