(Revised April 2016)
1. NAME: The Name of the association shall be The Friends of Guildford House.
2. OBJECTS: The objects of the association shall be
(1) The advancement of public education in the arts, in particular – but without prejudice to the generality of the foregoing – through the promotion, support, assistance and improvement of the Guildford House art gallery.
(2) To promote Guildford House as a building of historic interest and to support permanent public access.
The association shall have power to:
(a) encourage, promote and assist in the formation and development of a group of Friends of Guildford House.
(b) appoint representatives and delegates to any other bodies with whom The Friends of Guildford House may be concerned.
(c) engage in, support and co-ordinate research, publishing, education, advertising and other work for the furtherance of the above object, organise cultural visits and issue a newsletter, providing that no activities of a permanent nature shall be undertaken by the association.
(d) maintain contact with other local societies concerned with the visual arts.
(e) take any other lawful action to promote the said object.
3. MEMBERSHIP: Membership of the association shall be open to all individuals over the age of 18 years and nominated representatives of other bodies.
4. COMMITTEE: The Committee shall consist of the following Officers elected individually each year by majority vote: four Officers (namely Chairman, Vice-Chairman, Secretary and Treasurer) and up to six Members.
No member may hold the office of Chairman or Vice- Chairman for more than five consecutive years.
Nominations for the Officers and Committee must be submitted to the Secretary in writing by a proposer and seconder together with the written consent of the nominee not less than fourteen clear days before the Annual General Meeting.
Before becoming eligible for election as an Officer or to the Committee, a nominee must have been a member of The Friends of Guildford House for the minimum period of one year.
The Committee may co-opt such additional members as it may decide. No-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Committee would be co-opted members.
5. SUBSCRIPTION: The annual subscription of the association shall be such sum as may be fixed in the Annual General Meeting. Subscriptions shall become due on the first day of April in each year. Members whose subscriptions are two months in arrears shall be deemed to have resigned and automatically excluded from membership.
General Meetings: The AGM of the association, of which at least 30 days' notice shall be given toall members by the Secretary, shall be held in April of each year. The Committee may at any time, and shall within 30 days of receiving a request in writing of any 10 members, summon a special General Meeting of which not less than 30 days' notice shall be given by the Secretary to each member, specifying the business to be transacted.
Annual General Meeting: The business of the AGM shall be to receive a report from theCommittee, to receive the annual accounts and to appoint auditors, and to consider any proposal of which due notice has been given. In every year the business shall also include the election of Officers and Committee.
Committee Meetings: Committee meetings shall be held not less than twice in every year. Fivemembers shall constitute a quorum. In the absence of the Chairman and Vice-Chairman, those present may elect a Chairman for the meeting from amongst their number.
7. ACCOUNTS: All funds and assets in the possession of the association shall be held, paid andapplied as the Committee may direct within the objects of the association and pending such direction all funds shall be held in the separate bank account in the name of the association with such Bankers as the Committee may from time to time direct. All cheques drawn on such Bankers shall be signed by any two of the Chairman, Secretary, Treasurer and one other Committee member designated by the Committee. All documents requiring endorsement shall be sufficiently endorsed if signed by any one of them.
8. POWERS AND DUTIES: The Committee shall have the general management and direction ofthe funds and affairs of the association and in particular (but without prejudice to the generality of the foregoing):
(a) may nominate any of its members to serve on another body.
(b) may pay the whole or any part of the expenses of any member in or about the execution of any of his/her functions and duties on behalf of the association.
(c) may fill casual vacancies from time to time in its membership.
9. INDEPENDENT EXAMINER: An Independent Examiner, who need not be a member of theassociation, shall be elected at the Annual General Meeting.
(a) subject to the following provisions of this clause the constitution may be altered by resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
(b) No amendment may be made to clause 1 (the Name of Charity clause), clause 2 (the Objects clause), clause 12 (the Dissolution clause) or this clause without the prior consent in writing of the Commissioners.
(c) No amendment may be made which would have the effect of making the Charity cease to be a charity at law.
(d) The Committee should promptly send to the Commissioners a copy of any amendment made under this clause.
11. NOTICES: Notices to Friends shall be deemed sufficiently served if sent by ordinary prepaidpost to the address of the member registered on this subscription form.
12. DISSOLUTION: If the Committee decides that it is necessary or advisable to dissolve theCharity, it shall call a meeting of all members of the Charity, of which not less than 21 days' notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting, the Committee shall have power to realise any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Charity as members of the Charity may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final account period of the Charity must be sent to the Commissioners.