THE CONSTITUTION

2016 Committee

President: Mandy Southan

Chairman: Anethia Sellars
Vice-Chairman/Guild Secretary: Margaret Dunning
Treasurer: Ron Dunning
Minutes Secretary: Delva Robinson
Membership: Elitta Fell
General Enquiries: Tamsen Flack
Editor (Journal & Website): Elitta Fell

Constitution of the Guild of Silk Painters

1. NAME
The Guild shall be called the Guild of Silk Painters

2. OBJECTS
The objects of the Guild shall be
2.1 to promote the art and craft of silk painting
2.2 to help members achieve and maintain a high standard of craftsmanship
2.3 to encourage and assist members in pursuit of higher artistic skills
2.4 to encourage the exchange of ideas and information
2.5 to encourage members to exhibit their work
2.6 to assist in setting up exhibitions, workshops lectures and visits

3. ELECTED, HONORARY & INVITED MEMBERSHIP
3.1 Any person who wishes to become an Elected Member of the Guild must complete application in writing signed by him in approved form. Election to membership shall be at the discretion of the Executive Committee. Elected Members shall have all the privileges of membership. In addition to Elected Members there shall be Honorary Members and Invited Members.
3.2 The Executive Committee may elect any person as an Honorary Member of the Guild for such period as they think fit. The Honorary Member shall be entitled to all the privileges of membership except that they shall not be entitled to vote at meetings or serve as Officers or on the Executive Committee.
3.3 The Executive Committee may elect any person as an Invited Member of the Guild for such period as they think fit. The Invited Member shall be entitled to all the privileges of membership including being entitled to vote at meetings and serve as officers or on the Executive Committee except that they shall not be required to pay an annual subscription.
3.4 In these Rules "member" shall mean any one or more of Elected Members, Honorary Members or Invited Members, unless otherwise stated or as consistent with clauses 3.2 or 3.3 above.

4. SUBSCRIPTION
4.1 The annual subscription shall be determined from time to time by the Executive Committee and the Executive Committee shall in so doing make special provision for any Honorary Member or Invited Member
4.2 The annual subscription shall be due on joining the Guild and thereafter on 31st October each year

5. RESIGNATION
5.1 A member shall cease to be a member if he gives written notice to the Secretary of his resignation
5.2 A member whose subscription is more than four months in arrears shall be deemed to have resigned

6. EXPULSION
The Executive Committee shall have power to expel a member when, in their opinion, it would not be in the interests of the Guild for him to remain a member. A member shall not be expelled unless he is given 14 days written notice to attend a meeting of the Executive Committee and written details of the complaint made against him. The member shall be given an opportunity to appear before the Executive Committee to answer complaints made against him and not be expelled unless at least two thirds of the Executive Committee then present vote in favour of his expulsion.

7. EXECUTIVE COMMITTEE
7.1 The Executive Committee shall consist of the Chairman, Secretary, Treasurer and up to 6 Elected Members.
7.2 The members of the Executive Committee shall be proposed, seconded and elected by ballot at the Annual General Meeting. Election to the Executive Committee shall be for three years. One third of the members of the Executive Committee shall retire annually but shall be eligible for re-election. The members so retiring being those who have been longest in office. Any casual vacancy occurring by resignation or otherwise may be filled by the Executive Committee but any member so chosen shall retire at the next Annual General Meeting but shall be eligible for re-election at the Meeting.
7.3 Executive Committee meetings shall be held not less than one every 6 months and the quorum of that meeting shall be four. The Chairman and the Secretary shall have discretion to call further meetings of the Executive Committee if they consider it to be in the interests of the Guild. The Secretary shall give all the members of the Executive Committee not less than 2 months oral notice of a meeting. A simple majority shall make decisions of the Executive Committee and in the event of equality of votes the Chairman (or the acting Chairman of that meeting) shall have a casting or additional vote. The Secretary, or in his absence a member of the Executive Committee, shall take minutes.
7.4 In addition to the members so elected the Executive Committee may co-opt up to five further members ("Committee Members") of the Guild who shall serve until the next Annual General Meeting. Committee Members shall be entitled to vote at the meetings of the Executive Committee.
7.5 The Executive Committee may from time to time appoint from among their number such sub-committees as they may consider necessary and may delegate to them such of the powers and duties of the Executive Committee as the Executive Committee may determine. All sub-committees shall periodically report their proceedings to the Executive Committee and shall conduct their business in accordance with the directions of the Executive Committee. All sub-committees shall give a report on their activities to the members of the Guild at the Annual General Meeting.
7.6 The Executive Committee shall be responsible for the management of the Guild and shall have the sole right of appointing and determining the terms and conditions of service of employees of the Guild. The Executive Committee shall have power to enter into contracts for the purposes of the Guild on behalf of all the members of the Guild.
7.7 The members of the Executive Committee shall be indemnified by the members of the Guild against all liabilities properly incurred by them in the management of the affairs of the Guild.

8. OFFICERS AND HONORARY AND INVITED MEMBERS
8.1 The honorary officers of the Guild shall be a Chairman, a Treasurer and a Secretary and they must all be Elected Members or Invited Members of the Guild.
8.2 The Officers shall be proposed, seconded and elected by ballot at the Annual General Meeting and shall hold office until the next Annual General Meeting when they retire. Any vacancy occurring by resignation or otherwise may be filled by the Executive Committee. Retiring officers shall be eligible for re-election.
8.3 The Annual General Meeting, if it thinks fit, may elect a President and Vice-Presidents. A President or Vice-President on election shall, ex officio, be an Honorary Member of the Guild.

9. ANNUAL GENERAL MEETING
9.1 The Annual General Meeting of the Guild shall be held each year not later than 30 November to transact the following business :
9.1.1 to receive the Chairman's report on the activities of the Guild during the previous year;
9.1.2 to receive and consider the accounts of the Guild for the previous year and the Auditor's report on the accounts and the Treasurer's report as to the financial position of the Guild;
9.1.3 to receive reports from any Committee Members or Branch Co-ordinator on the activities of sub-committee or Branch during the previous year;
9.1.4 to remove and elect the Auditor or confirm that he remain in office;
9.1.5 to elect the Officer and other members of the Executive Committee;
9.1.6 to decide on any resolution which may be duly submitted in accordance with Rule 9.2
9.2 Nominations for election of members to any office or for membership of the Executive Committee shall be made in writing by the proposer and seconder in accordance with 9.3 below. Notice of any resolution proposed to be moved at the Annual General Meeting shall be given in writing in accordance with 9.3 below.
9.3 Nominations or notices of any resolution shall be given to the Secretary or Publicity Officer not less than 28 days before the copy date of the Spring Issue of the official publication of the Guild.

10. EXTRA ORDINARY GENERAL MEETING
An Extraordinary General Meeting may be called at any time by the Executive Committee and shall be called within 28 days of receipt by the Secretary of a requisition in writing signed by not less than 5 Elected Members stating the proposes for which the meeting is required and the resolutions proposed.

11. PROCEDURE AT THE ANNUAL AND EXTRA ORDINARY GENERAL MEETINGS
11.1 The Secretary shall cause to be sent to each member at his last known address written notice of the date of the General Meeting together with the resolutions to be proposed thereat at least 21 days before the meeting.
11.2 The quorum for the Annual and Extraordinary General Meeting shall be 5 but if the quorum shall not be met then the meeting shall be suspended and no further business of the meeting shall be transacted. The meeting shall be reconvened 2 months from the date of the inquorate meeting.
11.3 The Chairman, or in his absence a member selected by the Executive Committee, shall take the chair. Each Elected Member or Invited Member present shall have one vote and a simple majority shall pass resolutions. In the event of an equality of votes the Chairman shall have a casting or additional vote.
11.4 The Secretary, or in his absence a member of the Executive Committee, shall take minutes at Annual and Extraordinary Meetings.

12. ALTERATION TO THE RULES
The rules may be altered by resolution at an Annual or Extraordinary General Meeting provided that the resolution is carried by a majority of at least two-thirds of members present at that General Meeting.

13. BYE-LAWS
The Executive Committee shall have power to make, repeal and amend such bye-laws as they may from time to time consider necessary for the well being of the Guild, which bye-laws, repeals and amendments shall have effect until set aside by the Executive Committee or at a general meeting.

14. BRANCHES
14.1 The Guild may permit any other organisation to use the name of Guild (namely "The Guild of Silk Painters") on the condition that such organisation shall be a branch of the Guild and shall be regulated by the rules set out in particular in this clause and otherwise by these Rules and such Branch shall be called "The [location] Branch of the Guild of Silk Painters".
14.2 The Branch Co-ordinator and Branch Treasurer
shall be members of the Guild and it is expected that all of the attendees of the branch shall be members of the Guild.
14.3 The Branch Co-ordinator shall be invited to present a report of the activities of the Branch in the previous year to the members at the Annual General Meeting.
14.4 Any rules of the Branch shall incorporate these Rules and should any conflict exist between the Branch rules and these Rules then these Rules shall take precedence
14.5 Branch Co-ordinators shall be entitled to attend Executive Committee meeting but shall not be entitled to vote at such meetings

15. FINANCE
15.1 All moneys payable to the Guild shall be received by the Treasurer and deposited in a bank account in the name of the Guild. No sum shall be drawn from that account except by cheque signed by any one of the three signatories who shall be the Chairman, Secretary and Treasurer, with an upper limit of £250 to be set per cheque, with the exception of journal payments. Larger amounts to have the approval of no less than one other committee member. Any moneys not required for immediate use may be invested as the Executive Committee in their discretion thinks fit.
15.2 The income and property of the Guild shall be applied only in furtherance of the objects of the Guild and no part thereof shall be paid by way of bonus, dividend or profits to any members of the Guild, save as set out in Rule 17.3.
15.3 The Executive Committee shall have power to authorise the payment of remuneration, honorarium or expenses to any officer, member or employee of the Guild and to any other person or persons for services rendered to the Guild.
15.4 The financial transactions of the Guild shall be recorded by the Treasurer in such manner as the Executive Committee thinks fit.

16. PROPERTY
16.1 The property of the Guild, other than cash at the bank, shall be vested in not more than four Custodians. They shall deal with the property as directed by resolution of the Executive Committee and entry in the minute books shall be conclusive evidence of such a resolution.
16.2 The Custodians shall be elected at a General Meeting of the Guild and shall hold office until death or resignation unless removed by a resolution passed at a General Meeting.
16.3 The Custodians shall be entitled to an indemnity out of the property of the Guild for all expenses and other liabilities properly incurred by them in the discharge of their duties.

17. DISSOLUTION
17.1 A resolution to dissolve the Guild shall only be proposed at an Extra-ordinary General Meeting and shall be carried by a majority of at least three-quarters of the members present.
17.2 The dissolution shall take effect from the date of the resolution and the members of the Executive Committee shall be responsible for the winding-up of the assets and liabilities of the Guild.
17.3 Any property remaining after the discharge of the debts and liabilities of the Guild shall be given to a charity or charities nominated by the last Executive Committee.

 

 

 

 

CONSTITUTION

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