Amended constitution for adoption at AGM Sept 24, 2008
Constitution
of
Down Arts Forum
This constitution was formally adopted on the____ day of__________________200____
by the members of the Forum in an annual general meeting
A. Name.
The name of the Association is Down Arts Forum (‘the Forum’)
B. Administration.
Subject to matters set out below the Forum and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by Clause H of this constitution (‘the Executive Committee’).
C. Objects.
The objects of the Forum shall be:-
1 To advance the education of those persons living or working in the Down District area (the “area of benefit”) in all forms of the arts and creative activity (including musical, visual, literary, dramatic and crafts) and thereby encouraging a wider appreciation of the arts, in particular but not exclusively by:
(i) providing a community forum promoting information, training, support and advice services to those persons and organisations involved in the social, cultural and creative regeneration of the area of benefit;
(ii) encouraging the exchange of views, building of networks, identification of needs and formation of partnerships, so as to enhance the access to and quality of the arts and crafts within the area of benefit;
(iii) communicating the views and needs of individuals and organisations involved in the arts;
(iv) encouraging participation in the arts and community-based arts activities;
(v) providing practical assistance to the Arts Service of Down District Council (or any successor body) and other arts organisations;
2 To promote such other charitable purposes as may from time to time be determined.
D. Powers.
1 The Forum seeks to work by building networks with those active in the arts and crafts. It does not anticipate a role as a fundraising employer or asset owning body but as a facilitator and fulcrum for exchange. To this end it has limited its powers to those below.
2 In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
(a) power to raise funds for the purposes of covering reasonable administration costs only and to receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
(b) power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them.
(c) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(d) power to appoint and constitute such advisory committees as the Executive Committee may think fit;
(e) power to do all such other lawful things as are necessary for the achievement of the objects.
E. Membership.
1 Membership of the Association shall be open to the following without regard to age, gender, disability, religion, ethnic identity or sexual orientation:-
(a) Any persons interested in furthering the objects of the organization and who has paid the annual subscription laid down from time to time by the Executive Committee. Every full member aged eighteen or over shall have one vote.
(b) Community-based, charitable, community and voluntary organisations in the area of benefit may, upon application to and with the approval of the committee be admitted as member groups and such approval shall not be unreasonably with-held. Member groups shall appoint a representative (authorised in writing by the organisation’s committee) with the power to vote on behalf of the member group at general meetings, and such representative shall be eligible to be nominated for election to the Committee of the Forum.
2 The Committee shall fix the rate of annual subscription appropriate to each category of membership, shall keep records of current members and shall have the right for good and sufficient reason to terminate the membership of any member provided that the member concerned shall have the right to be heard by the association before a decision is made.
F. Honorary Officers.
1 The members of the Forum should elect from among themselves a Chair to serve for two years from date of AGM meeting. The chair should be elected by process of nomination and election as for members as at N5.
2 At the first Executive Committee Meeting after the AGM the committee shall elect from its number a Vice Chair, treasurer, secretary and any other Honorary Officers as the committee may from time to time lay down.
G. Executive Committee.
1 The Executive Committee shall consist of
(a) not less than 8 and not more than 14 members elected at the annual general meeting who shall hold office from the conclusion of that meeting subject to G11 below;
(b) up to 5 co-opted members appointed by the Executive Committee, but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the total Executive Committee would be co-opted members. Up to 2 of such co-opted members may be aged between 16 and 18 years and representative of a particular interest group, but such co-opted members shall not be entitled to vote. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause J1 and shall take effect from the end of that meeting, subject to G11 below, unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date the post becomes vacant. Co-opted members shall serve only until the next annual general meeting following their appointment. A retiring co-opted Committee Member may stand for election subject to the provisions of G7 below.
2 No Committee member may stand for election to the Committee if they have, at the time of their election or appointment, served on the Committee for a period of 5 or more years without a break of at least 12 consecutive months.
3 The Forum in General Meeting may from time to time increase or reduce the number of members of the Committee and may make any appointments necessary for effecting any such increase provided that no less than 21 days notice of such resolutions is given in writing to all members entitled to vote.
4 The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
5 Nobody shall be appointed:
(a) as a voting member of the Executive Committee who is aged under 18 years of age;
(c) as a member of the Executive Committee who would, if appointed, be disqualified under the provisions of the following clause.
6 No person shall be entitled to act as a member of the Executive Committee,
whether on a first or on any subsequent entry into office, until after signing a declaration of acceptance and of willingness to act in the trusts of the Forum. This declaration shall contain a personal statement of the individual.
H. Determination of Membership of Executive Committee.
A member of the Executive Committee shall cease to hold office if he or she:
1 is incapable by reason of mental disorder, illness or injury, of managing and administering his or her own affairs; or
2 is absent without permission of the Executive Committee from all their meetings held within a six months period and the Executive Committee resolve that his or her office be vacated ; or
3 notifies the Executive Committee of a wish to resign (but only if three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
I. Executive Committee Members not to be personally interested.
1 Subject to the provision of sub-clause (2) of this clause, no member of the Executive Committee shall acquire any interest in property belonging to the Forum (otherwise than a trustee for the Forum) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.
2 Any member of the Executive Committee for the time being who is a solicitor, accountant or another person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the Forum: Provided that at no time shall a majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration , or that of his or her firm, is under discussion.
J. Meetings and proceedings of the Executive Committee
1 The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chair or any two members of the Executive Committee upon not less than 4 days’ notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days’ notice must be given.
2 The Chair shall act as chair at meetings of the Executive Committee. If the chair is absent from any meetings, Vice Chair shall chair. If neither are available the Executive Committee present shall choose one of their number to be chair of the meeting before any business is transacted.
3 There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or four members of the Executive Committee, whichever is greater, are present at a meeting before any other business is transacted.
4 Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chair of the meeting shall have a second or casting vote.
5 The Executive committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
6 The Executive Committee may from time to time make or alter rules for the conduct of their business, summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
7 The Executive committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee for the purpose of making any inquiry or supervising of performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive committee.
K. Receipts and expenditure
1 The funds of the Forum, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Forum at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.
2 The funds belonging to the Forum shall be applied only in furthering the objects.
L. Accounts.
1 The Forum’s financial year shall end at midnight on 31 March each year.
2 In maintaining records, the Executive Committee shall aspire to the standards set by the Charities (Northern Ireland) Order 2007 (or any statutory re-enactment or modification of that Order) with regard to the keeping of accounting records, the preparation of annual statements of account and the auditing or independent examination of the statements of account of the Forum.
M. Annual Report.
The Executive Committee shall prepare an annual report and summary of accounts make this available to all members of the Forum through the AGM and the general public on request.
N. Annual General Meeting.
1 Annual General meetings of the Forum shall be held in the month of December each year, or as soon as is practicable thereafter, and in any case not more than 15 months from the date of the last annual general meeting.
2 Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 21 days’ notice of the annual general meeting to all the members of the Forum. All members of the Forum shall be entitled to attend and all those meeting the requirements for of membership may vote at the meeting.
3 Before any other business is transacted at the first annual general meeting the persons present shall appoint a chair of the meeting. The chair shall be the chair of subsequent annual meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chair of the meeting.
4 The Executive Committee shall present to each annual general meeting the reports and accounts of the Forum for the preceding year.
5 Not later than 60 days prior to the date of the Annual General Meeting nomination forms will be circulated to members of the Forum, in order that members of the Forum, or individuals from outside the Forum, where appropriate may be nominated as members of the Board
6 The nomination form shall be signed by the candidate and must include a statement giving reasons for that candidate’s nomination to be made available to members in the event of a ballot being held and to be sent to the Secretary to arrive not later than 30 days prior to the date of the Annual General Meeting.
7 The candidate shall undertake to serve if elected but may withdraw his/her nomination at any time before his/her election.
8 If the nominated candidates be not more in number than the number of vacancies they shall be deemed to be elected.
9 If the number of candidates be greater than the number of vacancies an election by ballot shall forthwith take place in the manner hereinafter prescribed.
10 The Secretary shall forward to each member who shall be entitled to vote not later than 14 days prior to the date of the Annual General Meeting a voting paper which shall contain the following particulars:¬
a. the names of the candidates;
b. the statement giving reasons for that candidate’s nomination;
c. the number of vacancies;
d. the day by which the voting paper is to be returned.
11 Each member of the Forum, who no later than 30 days prior to the date of the Annual general meeting, satisfies completely all requirements of membership, shall have one vote. The voting papers shall be returned to the Secretary and be kept until 28 days after the Annual General Meeting after which they shall be destroyed.
12 In the event of 2 candidates polling the same number of votes the Chairperson shall have the casting vote.
13 The report of the Secretary shall be conclusive as to the result of the ballot.
14 Members of the Executive Committee shall commence their duties at the conclusion of business at the Annual General Meeting at which their election is reported subject to G6 above.
O. Special General Meetings.
The Executive Committee may call a special general meeting of the Forum at any time. If at least ten full members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days’ notice must be given. The notice must state the business to be discussed.
P. Procedure at General Meetings
1 The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the charity
2 There shall be a quorum when at least one tenth of the number of full members of the Forum or the number of full members in post or at least 21 full members whichever is greater are present at any general meeting
Q. Notices.
Any notice required to be served on any member of the Forum shall be in writing and shall be served by the secretary or the Executive Committee on any member wither personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom and any letter so sent shall be deemed to have been immediately received.
R. Alterations to the Constitution.
Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting must include notice of the resolution, setting our the terms of the alternation proposed .
S. Dissolution.
If the Executive Committee decides that it is necessary or advisable to dissolve the Forum it shall call a meeting of all members of the Forum 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 Executive Committee shall have power to realise any assets held by or on behalf of the Forum. 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 Forum as the members of the Charity may determine or failing that shall be applied for some other charitable purpose.
