Northleach Decorative & Fine Arts Society

NDFAS

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CONSTITUTION

 

NORTHLEACH DECORATIVE & FINE ARTS SOCIETY.

 

CONSTITUTION & RULES (as adopted by the Society at its initial meeting on 21st October 2001 and amended by resolution of the Society on 21st May 2009)

 

1.  NAME

The Society shall be called the Northleach Decorative & Fine Arts Society (hereinafter called "the Society") and it shall be affiliated to the National Association of Decorative & Fine Arts Societies (hereinafter called "the Association").

 

2.  OBJECTS

The Society shall have as its objectives the promotion and advancement of the aesthetic education of the public, the cultivation, appreciation and study of the decorative and fine arts, and the giving of aid to the preservation of our national artistic heritage for the benefit of the public.

 

3.  POWERS

Without prejudice to the generality of Rule 2, there shall be included all or any of the following objects or powers:­

a) The arrangement of lectures for members of the Society.

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

c) The arrangement of related activities of an educational character for children and other members of the public.

d) The arrangement of 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 its 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 objectives but without the power to pledge the personal liability of any member for the repayment of any sums borrowed.

 

4.  MEMBERSHIP

a) The Society shall have Ordinary Members and may have Honorary Members if the Committee so decides.

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 normally be admitted to Membership in strict order of the date of application, but in certain circumstances priority may be given in accordance with Rule 6(i).  

d) The Committee may appoint as Honorary Members of the Society for a period of up to five years, which may be extended to ten in exceptional circumstances, persons who are distinguished in the decorative and fine arts or who have done outstanding work for the Society but subject to the number of Honorary Members not exceeding ten. Honorary Members shall be entitled to attend all meetings and events of the Society but shall not be liable to pay the annual 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 pay a subscription and vote at General Meetings.

 

5. THE OFFICERS

a) The Officers of the Society shall be the Chairman, the Vice-Chairman, the Treasurer, the Secretary and the Membership Secretary all of whom shall be nominated annually by the Committee for election at the Annual General Meeting.

Neither the Chairman nor the Vice-Chairman may hold office in such post for more than three consecutive years.

The Treasurer, the Secretary and the Membership Secretary shall not normally hold office for more than three years but the Committee may extend this for up to a maximum of five years to ensure a smooth transition of responsibilities.

 

b) THE CHAIRMAN

The Chairman or in his absence an appointee of the Committee, 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 NADFAS General Meetings, 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 up to five 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 five-year 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 less than six and not more than ten Members including the Chairman, the Vice-Chairman, the Treasurer, the Secretary and the Membership 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) Members of the Steering Committee forming the Society may serve an additional year.

f) 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.

g)         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.

h) The Committee may appoint sub-committees accountable to it for such purposes as it determines.

i) The Committee may make, vary and revoke By-laws (not being inconsistent with these Rules) to regulate the internal affairs of the Society and the conduct of the Members. These Rules and By-laws from time to time in force shall be displayed on the Notice Board on the occasion of each lecture and shall accordingly be binding on all Members.

j) The Committee shall meet as required and not less than four times each year.

 

7.  FINANCE

a) The Society's financial year shall end on 31st December 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 no 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 the Treasurer.

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

 

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 1st August in every year.

b) The Committee may, at its discretion, reduce the first subscription payable by a Member joining the Society later than six months from the date in Rule 8(a).

c) 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 re-instated on payment of all arrears.

d) The Committee shall have power to charge a joining fee for Membership of the Society, additional to a Member's subscription.

e)  The Committee shall have the power to charge a fee for visitors.

 

9. GENERAL MEETINGS

a) The Annual General Meeting shall be held at such time and place as shall be determined by the Committee. Written notice, including the Agenda, the text and proposers and seconders of any Resolutions, shall be give 21 days before the meeting. The business of the Annual General Meeting shall be:

(i)  To receive the examined Accounts of the Society and the Report thereon.

ii)  To receive the Committee's Report on the activities of the past year.

iii) To elect the Officers and Committee of the Society.

iv) To elect an independent Examiner of the Accounts of the Society.

v)  To consider any resolutions of which due notice has been given.

vi) Informally to discuss any other business with the permission of the Chairman.

 

b)  The election of the Officers of the Committee shall be by show of hands unless there are more candidates than there are vacancies to be filled, in which case the relevant election shall be by ballot of those present at the Meeting.

c)  An Extraordinary General Meeting must be convened within 28 days of the request of the Committee or at least 20 Ordinary 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.

d)  Except under Rule 9(b), voting shall be by a show of hands and by simple majority (abstentions, for the avoidance of doubt, not constituting a vote) save where an increased majority and/or majority of those present and entitled to vote is expressly required. In the event of equality of votes, the Chairman of the Meeting shall cast an additional vote. Proxy voting shall not be permitted.

 

­10. QUORUM

The quorum for General Meetings shall be one third of the total of Ordinary Members. For an Extraordinary General Meeting the quorum shall be one half of the Ordinary members. The quorum for Committee Meetings shall be one half of the elected Committee Members.

 

11. RESOLUTIONS

Notice of Resolutions to be brought forward shall be given in writing to the Secretary at least 35 days prior to the holding of a General Meeting. Any such Resolution shall have been duly seconded and shall be set forth in the Agenda with the name of the proposer and seconder. Save with the consent of the Committee, a Resolution which does not comply with the foregoing may not be proposed at a General Meeting.

 

12. MEMBERS' ADDRESSES & DATA PROTECTION ACT

a)  Members shall notify any change of address to the Membership Secretary.

b)  Where the names and addresses and telephone numbers of Members are held in a computer, Members must consent to the disclosure of such information to the National Association of Decorative and Fine Arts Societies, or to other Societies, Areas or companies affiliated to NADFAS or the Society.

 

13. VISITORS

Visitors shall not be admitted to any Meeting of the Society except:­

i) Lecturers & their guests

ii)  Guests of the Committee

iii) Waiting list members

iv) Visiting Members of the public under Rule 3(c).

v) Members may invite a Visitor with the express leave of the Membership Secretary or the Chairman. The introducing Member shall be responsible for ensuring that the guest observes these rules.

 

14. AMENDMENT OF CONSTITUTION & 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(c) and passed at a General Meeting by at least two thirds of the Members present and voting.

 

15. TERMINATION OF MEMBERSHIP OF THE SOCIETY

If the conduct or action of any Member at a Society or NADAS event shall, in the opinion of the Committee, be injurious to or inconsistent with the character, objects or interests of the Society, the Committee shall 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. ­

 

16. WINDING UP THE SOCIETY

If a Resolution to wind up the Society shall have been duly proposed and carried at a General Meeting (at which a Member of the NADFAS Executive Committee is present) by at least two-thirds of those present, so much of the assets shall be realised as may be necessary to discharge the 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.

 

17  WITHDRAWAL FROM THE ASSOCIATION

a)  A Member of the NADFAS Executive Committee should be invited to a General Meeting at which withdrawal from the Association is to be proposed. If no reply is received to the invitation then the Meeting shall proceed.

b)  According to the Constitution and Rules of the National Association of Decorative and Fine Arts Societies, six months' previous written Notice must be given to NADFAS before a Member Society withdraws from the Association.

c)  On withdrawal or termination of Membership by NADFAS, the Society shall cease to be entitled to the use of the NADFAS name and shall cease to be called the "Northleach Decorative and Fine Arts Society" The Society shall return to the Association all confidential documentation issued by NADFAS.

 

18. EXCLUSION OF LIABILITY

Neither the Society nor any Officer shall be liable to any Member or Guest for any loss or damage to any property occurring from whatever cause in or about the premises from time to time being used by the Society, nor for any injury sustained by any Member or Guest while entering, on or leaving such premises.

 

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.

 

May 2009.

 

By-laws of the Northleach Decorative & Fine Arts Society (the Society)

(as adopted on 18th October 2001 and amended on 24th June 2002, 6th September 2004 and  19th June 2009 by the Committee of the Society in accordance with clause 6,  paragraph i) of the Constitution & Rules of the Society)

 

1. Admission of Ordinary Members. The Membership Secretary will keep a Waiting List of applicants who cannot be immediately admitted to the Society and subject as below applicants will be admitted in order of their date of application. Where applications for membership have been received from applicants transferring from other NADFAS affiliated Societies located more than 20 miles from Northleach, they will (subject to production of a note from their previous Society confirming current membership) be given limited priority, so that one transferring applicant will be admitted to membership for every two non-transferring applicants admitted. The joining fee in addition to the annual subscription will be payable on joining by transferring and non-transferring members. Subscriptions will not normally be refunded on a member’s resignation from the Society

 

2. Charges and Cancellations.  All subscriptions and charges are to be paid by cheque in favour of Northleach DFAS or by any other means acceptable to the Committee. Charges for attending visits, study days, special interest days, lunches and other functions  (“Outing(s)”) will be payable in advance at the time of booking by the Member (or guest where permitted). On cancellation by the Member or guest, the organiser must be informed by the Member or guest.

 

No refund will be made if a financial commitment by the Society based on final numbers attending the Outing had been given prior to cancellation and no replacement found from a list of reserves held by the organiser.

 

A refund (less a £5 administration fee) will be made either:-

(i) where cancellation had been notified to the organiser before any financial commitment by the Society based on final numbers attending the Outing had been given or,

(ii) if a financial commitment by the Society based on final numbers had been given and a replacement found from a list of reserves held by the organiser no later than 48 hours before the date of the Outing.

Any other refund will be at the discretion of the Committee.  

 

Deposits payable or paid to third parties will be returnable or not depending on the arrangement with the third party.

Should it become necessary for the Committee to cancel a lecture or other event for any reason, they will do their best in the time available to give advance notification to the membership and others booked to attend.

 

3. Guests.   Guests (which includes individuals on the Waiting List) will only be admitted to Lecture meetings by prior arrangement with the Membership Secretary (or the Chairman if the Membership Secretary is not available). The Committee may at any time, either generally or for a particular meeting or meetings, limit the number of guests that may be admitted, limit the number of occasions that any individual may attend meetings as a guest in any Society year and/or limit the number of guests that may be introduced by any one Member in any Society Year. Any such limitation once imposed may be subsequently varied or revoked. The powers under this by-law may be delegated from time to time as the Committee sees fit.

Subject to the above, individuals on the Waiting List who have subscribed to the mailing list will have priority over other guests wishing to attend lecture meetings until 8 weeks before the due date for the lecture. Guests will be accepted strictly in order of application except as set out above.

A charge of such amount as the Committee may decide from time to time will be made for each Guest attending a lecture, payable at the time of booking. Guests will be required to sign the Visitors Book on arrival at the lecture meeting.

 

Guests may also be accepted on payment of the required charge at visits, days of special interest and other functions, where bookings are not fully taken up by Members by the stipulated deadline for booking. In that event, individuals on the Waiting List who have subscribed to the mailing list will have priority over all other applicants for a period of two weeks following the deadline date.

 

June 2009