THE ARTS SOCIETY NADDER VALLEY

1    Name

The Society shall be called “The Arts Society Nadder Valley”

2    Objects

As a Member Society of The Arts Society (The Arts Society is the operating name for the National Association of Decorative and Fine Arts Societies (NADFAS), the Society shall have as the objects: 

(a)   the promotion & advancement of the education of the public in the cultivation, appreciation & study of the decorative and fine arts;

(b) the conservation and preservation of the artistic heritage of the United Kingdom and other countries for the benefit of the public; and

(c)  the advancement of the arts, culture and heritage, in particular, but without limitation, the decorative and fine arts.

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3    Powers

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For the pursuit and fulfilment of the Society’s objects its powers shall include the following. 

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(a)    To arrange lectures for members of the Society.

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(b)    To arrange study groups, tours and visits to private houses, museums, exhibitions and other places of interest for members of the Society.    

(c)    To arrange related activities of an educational character for children and other members of the public.    

(d)    To arrange voluntary preservation and recording work by its members in relation to the decorative and fine arts.                                                    

(e)    To purchase, take on lease, hire or otherwise acquire any real or personal property or premises including halls or lecture rooms and any rights, privileges or interests which the Society may think necessary for the promotion of the objects.    

(f)    To subscribe, donate or guarantee money for any purpose connected with and calculated to advance the objects of the Society.    

(g)    To raise and utilise funds for the furtherance of the objects but without the power to pledge the personal liability of any member for the repayment of any sums borrowed.    

(h)    To undertake any other lawful activities in fulfilment of the objects.

4    Membership

(a)    The Society shall have ordinary members                                    

(b)    The committee shall decide on the number and admission of ordinary members. A waiting list shall be maintained for those persons applying for membership in excess of the permitted number of members.

(c)    Persons on the waiting list will be admitted to membership in strict order of the date of application, but in exceptional circumstances priority may be given at the discretion of the Committee.

(d)    The committee may elect honorary members who are distinguished in the decorative and fine arts or who have done valuable work for the Society. An honorary member may attend all meetings and events of the Society in the same manner as an ordinary member but shall not be liable to pay a subscription nor be entitled to vote at any general meeting of the Society.  An Honorary member who at the time of election as such was an ordinary member may elect to remain an ordinary member as well and in the event shall continue to be liable to pay a subscription and entitled to vote at the general meetings of the Society.

5    The Officers

(a)    The officers of the Society shall be the Chairman, two Vice Chairmen, the Treasurer and the Secretary, all of whom shall be nominated annually by the Committee for election at the Annual General Meeting.  Neither the Chairman nor the Vice Chairmen may hold office in such post for more than three consecutive years. The Treasurer and the Secretary shall not normally hold office for more than three years but the Committee may extend this up to a maximum of five years to ensure a smooth transition of responsibilities.

(b)    The Chairman

The  Chairman, or  in  his/her absence a Vice Chairman, shall preside at all general  meetings  and  committee  meetings  of the Society. The decision of the Chairman of the general meeting upon any question of order, voting, adjournment of the meeting or interpretation of the rules of the Society shall be final. The Chairman of any meeting shall have an additional casting vote in the event of equality of votes on any matter under consideration by the Society. The Chairman shall attend and represent the Society at all general meetings of The Arts Society, Area and National Meetings or appoint a deputy to attend.

(c)    Honorary Officers 

The committee may appoint honorary officers who shall be a President and no more than two Vice Presidents in recognition of their services to the decorative and fine arts or to the Society. These appointments shall be for a period of five years and may be renewed for a further term but no honorary officer shall hold that office for more than ten years in total.  An honorary officer shall be entitled to all the rights and privileges of ordinary members except the right to vote at general meetings.

6    Committee

(a)    The committee shall manage the affairs of the Society and administer its funds.

(b)    The committee shall consist of not more than 9 members including the Chairman, Vice Chairmen, Treasurer and Secretary.    

(c)    Any ordinary member of the society may propose or second members for election to the committee at the Annual General Meeting.  Nominations must be given to the Secretary not less than 35 days before the Annual General Meeting. Committee members shall retire each year but be eligible for re-election.        

(d)    No Committee Member may serve for more than three years, unless elected from the Committee to be an Officer when they may serve a maximum of three years in each post, with the possibility of extension as provided for in Rule 5 (a).    

(e)    Casual vacancies amongst the committee during the year may be filled by the committee.  Persons so appointed shall hold office until the next Annual General Meeting after the appointment and shall be empowered to vote.    

(f)    The committee may co-opt up to four additional members to the committee. Co-opted Members shall have the right to attend and speak at meetings of the committee but not have the right to vote.  Co-opted Members shall be appointed for a specific period not exceeding two years.                                        

(g)    The committee may appoint subcommittees accountable to it for such purposes as it 

    determines.                                                                    

(h)    The committee may make regulations regarding the conduct of meetings other than general meetings, attendance of visitors, charges for visitors and otherwise for the regulation of the Society’s affairs.            

(i)    The committee shall meet as required and not less than four times each year.  A quorum shall consist of over one half of the number of the elected members of the committee one of whom should be an Officer.

7    Finance

(a)    The Society’s financial year shall end on 28 February in every year.

(b)    An independent Financial Examiner shall be appointed at the Annual General Meeting, whose duties shall be to examine and report on the annual accounts of the Society for submission to the members. The first Examiner shall be appointed by the committee.    

(c)    The committee shall authorise its Officers to arrange payment and re-imbursement of expenditure on behalf of the Society. The funds of the Society will be paid into current, deposit or investment accounts in the name of the Society with such banks, building Societies or investment institutions as the committee shall agree. Cheques and other instruments shall be signed by not less than two Officers or other signatories authorised by the Committee, provided always that one of the two persons signing cheques or other instruments shall be the Chairman or Treasurer.        

(d)    Payment for outings, study days or other events will be due at the time of booking and will not normally be refundable.

8    Subscription

(a)    The  subscription  for  ordinary  members  of  the  Society  shall  be  such  a sum as may be determined by the committee from time to  time.  The first payment shall be due on election to membership and due annually on 1 April in every year.    

(b)    A  Member  whose  subscription  is  not  paid  in  full  within  28  days of the due date shall thereupon cease to be entitled to rights and privileges of membership but may at the discretion of the Committee be reinstated on payment of all arrears.    

(c)    The Committee shall have power to charge an entrance fee for membership of the Society, additional to a member’s subscription.    

(d)    The Society will pay The Arts Society affiliation fee on 1st January of the calendar year for which it is due.

9    General Meetings

(a)    The core business of the Annual General Meeting shall take place online or via post for those members who have registered to receive all communications via post.  Written 

    Notice, including the agenda, the text and proposers and seconders of any resolutions, shall be given 21 days before the online or postal vote ends.

The business of the Annual General Meeting shall be:        

(i)    To receive an Annual Report on the activities of the past year which includes a report on the examined accounts.

    (ii)    To elect officers and committee of the Society,

    (iii)    To elect an independent financial examiner of the accounts of the 

Society,

    (iv)    To consider any resolutions of which due notice has been given,

(v)    Informally raise any other business by posing questions to the committee.

(b)    The election of officers and of the committee shall be by an online ballot.

(c)    The quorum for General meetings shall be 51% of the ordinary membership participating online.

(d)    An Extraordinary General Meeting must be convened within 28 days at the request of the committee or at least 20 members of the society. Resolutions to be considered must be given in writing to the Secretary, who will give all the members 21 days’ written notice of the meeting, stating time and place of the meeting which shall be determined by the Chairman and the text of the resolutions.    

(e)    Voting will be via an online ballot, in the event of equality of votes, the Chairman  shall cast an additional vote.  Proxy voting shall not be permitted.

10     Resolutions

    Notice of Resolutions to be brought forward shall be given in writing, by email or by post, to the Secretary at least 35 days prior to the closing of the AGM online/postal vote.  Any such Resolution shall have been duly seconded and shall be voted online or via post for those members who have registered to receive all communications via post, with the names of the proposer and seconder being published to members as part of the vote process.   Save with the consent of the committee, a resolution which does not comply with the foregoing may not be proposed at a general meeting

11    Members’ Addresses and Data Protection Act

(a)    Members’ details will be processed fairly and lawfully and in accordance with the Society’s legitimate activities

(b)    Members’ details will be disclosed to The Arts Society and to other Member Societies, Area, or organisations affiliated to The Arts Society or the Society 

(c)    Members shall notify any changes of address to the Society

12    Amendment of Constitution and Rules

These Rules may be amended by a written Resolution of which due Notice has been given in accordance with Rule 9 (a) and 9 (d) passed by an online vote with at least 51% of the ordinary members voting.

13    Termination of Membership of The Society

If the conduct or action of any member shall, in the opinion of the Committee, be injurious to or inconsistent with the character, objects or interests of the Society, the Committee shall, if requested, grant the member a hearing before it. If the complaint is upheld, the committee may request in writing such member to resign. Any member so requested who does not resign within one month from the date of such a written request shall cease to remain a member of the Society.

14    Winding up the Society

If a resolution to wind up the affairs of the Society shall have been duly proposed and carried at a general  meeting  (at which a representative of The Arts Society Trustee Board is present)  by at least two-thirds of those present, so much of the assets shall be realised as may be necessary to discharge liabilities  of  the  Society  and  all the remaining assets shall be made over to such one or more charitable institutions or other associations having charitable status with objects similar to those of the Society as the Committee shall decide.

15    Withdrawal from the Association

(a)    A representative of The Arts Society Trustee Board should be invited to a general meeting at which withdrawal from The Arts Society is to be proposed.

(b)    According to the Memorandum and Articles of Association of The Arts Society, six months’ previous written Notice must be given to The Arts Society before a Member Society withdraws from The Arts Society.            

(c)    On withdrawal or termination of Membership by The Arts Society, the Society shall cease to be entitled to the use of The Arts Society name and shall cease to be called the “The Arts Society Nadder Valley.”  The Society shall return to The Arts Society all confidential documentation issued by The Arts Society.

Interpretation

In these rules where the context admits the masculine shall include the feminine and the singular shall include the plural and vice versa.  The decision of the Committee upon any question of interpretation of these Rules shall be final and binding on all Members and guests of the Society. Subject to the provisions of Rule 5(b) as to the General Meeting.