1 NAME
The Society shall be called DUNDEE ART SOCIETY .
OBJECTS
Dundee Art Society is a charitable, non-profit-making organisation which shall have as its objectives the promotion, encouragement and advancement of the Arts. In particular, in furtherance of these objectives, the Society shall hold and promote public exhibitions and lectures, and shall promote extended relations between Society members and others practicing or interested in the Arts.
(Amended at Extraordinary General Meeting 25th April 1995)
MEMBERSHIP
The Society shall comprise two classes of subscribing members, namely Members and Student Members; and one class of non-subscribing members, namely Honorary Members. Those eligible for membership are as follows:-
Members: Those wholly or mainly engaged in the practice of the fine arts or kindred professions, and those admitted by invitation of the Council; also those who, though not wholly or mainly engaged in the practice of the fine arts or kindred professions, are interested in the objects of the Society Membership may be by Individual Subscription or by Family subscription, in which latter case the Member, the Member’s Spouse or Partner and children below the age of eighteen shall be included.
Student Members: Such persons enrolled as full-time or part-time vocational (matriculated) students at an institution of higher education, and young persons below the age of 21 years interested in the objects of the Society;
Honorary Members: Those elected by the Council by reason of their eminence in the realms of the Arts, or in respect of their services to the Arts or the Society.
All subject to such regulations regarding admission and membership as may be contained in the bye-laws which shall not be inconsistent with the Constitution.
FEES AND SUBSCRIPTIONS
The annual subscription applicable to each category shall be proposed by Council to the Annual General Meeting and decided at that meeting. Subscriptions shall be payable in September of each year, except that new members joining after December 31st shall be charged at half-price for the remainder of their first year.
5 COUNCILS, COMMITTEES AND EXAMINATION OF THE ACOUNTS
Executive Committee
The management of the Society shall be vested in an Hon President, Hon. Vice-President and an Executive Committee consisting of the President, Vice-President, Secretary, Treasurer, who shall be designated as The Officers of the Society, and not more than 8 ordinary members. The Executive Committee shall appoint from the ordinary members an Exhibition Convener, Gallery Maintenance Convener, Gallery Hire Convener, Programme Convener, Webmaster, Publicity Convener and Visits Convener who shall be collectively be responsible for the day to day running of the Society, plus a Membership Secretary, who shall be a member of the Society but need not be a member of the Executive Committee, such appointments to be confirmed at a Quarterly Meeting of the Council or at the AGM. For the convenience of administration the Executive Committee shall also have power to appoint assistants to named officers or Conveners, such appointments to be renewable each year and to be confirmed at the Annual General Meeting. Assistants shall not themselves be counted as Officers and shall not be members of the Executive Committee, though they may be invited to attend meetings thereof without having a vote. Seven shall form a quorum of the Committee, providing the President or Vice-President and at least one other officer is present. The immediate Past-President shall also be a member of the Executive Committee for one year after demitting office, if not a member in any other capacity. The Executive Committee shall be responsible for the policy direction of the Society, and shall have power to make Bye-laws, not inconsistent with the constitution, and to alter and amend such Bye-laws, which shall be binding on members. No Bye-law or alteration or amendment thereof shall remain in force longer than the date of the next quarterly or Annual General Meeting unless confirmed by members at that meeting. A regularly updated record shall be kept of all bye-laws and their status, which shall be attached as schedules to the Constitution.
Executive Committee and Council decisions are subject to the authority of the Annual General and Special General Meetings. .
There shall be a Council of the Society, elected at the Annual General Meeting from members of the Society who are not members of the Executive Committee, to which the Executive shall report quarterly; the AGM shall be counted as one of these quarterly meetings. There shall be twenty-five members of the Council, or other such number as to ensure a majority over the Executive. The Executive Committee shall report to the Council at the quarterly meetings. At each quarterly meeting the Executive shall outline any changes or developments they had proposed since the last quarterly meeting (or the AGM, which ever was the more recent) as well as proceeding with the normal business of the Executive Committee meeting, and shall require the ratification of all such matters by the Council. The Executive shall also outline any other proposals or changes they are considering, and shall give the Council an opportunity to debate any matters which arise.
Election of Council and Officers
The Executive Committee and the Council shall be elected by members at the Annual General Meeting. The offices of Hon. President and Hon. Vice-President may be filled at an Annual General Meeting or special meeting but may remain vacant. Nominations for the offices of Hon. President and Hon. Vice-President may, and for the offices of President and Vice-President shall, be made by the Executive Committee who shall have the power also to make nominations for other vacancies on the Executive Committee and/.or the Council, and to fill vacancies arising in the course of a year, all such nominations and appointments being confirmed at the next Quarterly Meeting of the Council, Nominations to the Committee or the Council or for any office must be forwarded to the Secretary in writing so as to reach him/her at least three weeks before the Annual General Meeting, bearing the signed consent of the nominee to the nomination together with the names of the proposer and seconder, all of whom must be members of the Society. Notice of any vacancies on Council shall be given to the Society in sufficient time in the Newsletter, or in writing to all members, prior to the AGM.
ii) The President and Vice-President respectively shall normally be elected to office for two consecutive years and demit those offices at the end of that time, with the normal practice being that the Vice-President, on demitting that office, will become President. They shall subsequently be eligible for election in any other office or to the Executive Committee as Ordinary Members. The other members of the Executive Committee, other than the Secretary and Treasurer, shall hold office for one year and shall be eligible for re-appointment. Such members of the Executive Committee shall be eligible for election for three years, but shall not be eligible for re-election for one year thereafter.
d) Committees.
The Executive may appoint a Finance Committee, a Programme Committee, an Exhibitions Committee and a Gallery Committee, chaired respectively by the Treasurer, the Programme Convener, the Exhibitions Convener and one or other of the Gallery Officers, each Committee having also four members of the Society in addition to the members of the Executive Committee. The President, Vice-President, Secretary and Treasurer shall be members of all committees ex officio.
e) The Executive Committee may appoint from its members and/or the members of the Society such other committees, for such periods as it considers necessary, to promote the objects of the Society. Such committees may be delegated the power to co-opt other members, though co-opted members shall not have a vote. Any committee appointed shall act strictly within the scope of such powers as may be conferred upon it by the Executive Committee, to which all committees shall report in the first instance. Committees shall not have the power to take final decisions, but shall submit their recommendations to the Executive Committee for debate and decision. The Executive shall have power to invite to its meetings or meetings of committees, if necessary, individuals who are not members of the Society but whose expertise or experience might be needed for the better deliberations of the Council or its committees.
f) Examination of the accounts
An Independent Examiner, who shall not be a Member of the Executive Committee or Council, or an office-holder of the Society, shall be elected at the Annual General Meeting. The Treasurer’s accounts shall be examined by said Independent Examiner. The Independent Examiner shall be elected for one year at a time, and shall, be eligible for re-election.
6 MEETINGS
Ordinary Meetings
Ordinary Meetings of the Society shall be held at such place and times as the Executive or Council shall determine, and for the purpose of confirmation of appointments to vacancies made by the Executive, and for other purposes laid out in the Schedules, meetings of the Society notified in the Programme shall count as General Meetings and the announcement of such meetings in the Programme shall be taken as giving written notice to members. Unless otherwise advised, meetings will normally be held at the Society’s premises at Roseangle Gallery, Roseangle.
b) Special Meetings
Special meetings of the Society shall be held only after at least seven days prior notice thereof, stating the purpose of the meeting, shall have been given in the Dundee “Courier and Advertiser” or in writing to all members. Special Meetings shall be held at the discretion of the Executive or the Council or in response to a requisition sent to the Secretary and signed by at least twelve members stating the purpose of the meeting, and sent in such time as to give the Secretary three weeks notice of the meeting.
c) Annual General Meeting
. The Annual General Meeting shall normally be held in May each year, but must be held before the end of June, on a date to be notified in the Programme or in writing to all members. Fifteen members, in addition to any officers and members of the Executive Committee shall constitute a quorum at all meetings of the Society, provided that the President, Vice-President, Secretary, Treasurer and at least one other officer are present. At the Annual General Meeting the President shall present a report on the year past and the well-being of the Society, with any necessary recommendations, followed by a report from the Treasurer on the financial state of the Society and the presentation of audited accounts. There shall be an opportunity for questions and discussion.
d)Conduct of Meetings
The President (whom failing, the Vice-President) shall take the chair at all meetings of the Executive Committee, Council or Society. In the absence of both President and Vice-President, another officer shall take the chair, the order of precedence being that given in clause 5 (b) (ii) above, except that the Secretary shall only take the chair in the absence of any other officer so that he/she can continue to take the minutes. The President (or other officer in the Chair) shall have discretion to decide on the course of action in cases of dispute, including a request for a ballot if requested by less than the requisite number of people. In the event of a challenge to the Chairman’s ruling, which shall take immediate precedence to any other business, the chair shall be vacated in favour of the next most senior officer for the purpose of resolving the challenge to the Chairman’s ruling. The temporary chairman shall allow a speech challenging the ruling and a speech defending it, after which there shall be a vote to settle the matter. The President or other officer shall then resume the chair.
7 VOTING
Votes at meetings of the Society may be taken by show of hands, though a ballot may be requested by not less than twelve members. In case of equality the Chairman shall have a casting vote in addition to his or her deliberative vote. All members shall have equal voting powers. In the event of more nominations being received for vacancies on the Executive Committee or Council than there are vacancies, or more than one nomination being received for an officer’s post, there shall be a ballot, for which the Executive Committee shall have prepared beforehand proper voting papers.
8 ALTERATION OF THE CONSTITUTION
The Constitution shall not be altered except at a properly constituted Special or Annual General Meeting. No alterations shall be made that might jeopardise the charitable status of the Society. Drafts of proposed alterations shall have been made available to members in the notices calling such meetings or in writing to all members. For the purposes of this clause. for the Annual General Meeting timeous publication in the Newsletter shall be sufficient notice to members.
9 POWERS
The Society shall have the following powers:
Power to feu or purchase and to hold as heritable proprietor and to sell any heritable property in the City of Dundee and to borrow money on the security of the same.
Power to purchase lease or otherwise acquire any heritable or moveable property, patents, licences, rights or privileges which the Society may think necessary or convenient for the attainment of its objects, and to construct, maintain and alter any buildings or works necessary or convenient for the purposes of the Society.
Power to let on lease or otherwise any property belonging to the Society or any part thereof.
Power to borrow or raise money in any way the Society shall think fit, and in particular by overdraft on current account, or in any other way, and to burden or pledge any or all of the properties or assets of the Society.
Without prejudice to the above powers, power to ratify and approve the use of any of the above powers before the date hereof. For the purpose of carrying out these powers the President, Secretary and Treasurer of the Society all for the time being shall be Trustees ex officiio for behalf of the Society with power to grant and sign all necessary Deeds in connection with such heritable property and to bind the Society.
Exercise of the above powers shall require a full meeting of the Council and a subsequent ratification by a General Meeting of the Society.
10 FINANCE
The Society may not make any dividend, gift or bonus in money to any of its members, provided that nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Society or to any member in return for services actually rendered or expenses incurred, nor prevent payment of interest at a reasonable and proper rate on money lent to the Society; nor prevent the payment of the proceeds of sale of any picture or work of art by any member exhibited for sale in any exhibition by, or under the auspices of, the Society; nor prevent the presentation of prizes or the promotion of a raffle, provided that no member of the Executive Committee or Council shall be appointed to any salaried office or to be paid any remuneration or other benefit in money or money’s worth;
11 DISSOLUTION
Upon the winding up or dissolution of the Society if there remains after all the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed amongst the members, but shall be given or transferred to, or held by trustees for, some other body that is a charity in law having primary objects similar to the objects of the Society, such body to be selected by members of the Society at or before the time of dissolution.
Schedules to the Constitution.
Where the Constitution refers to notice being given to all members, or words to that effect, notice published in the Newsletter and/or Programme shall count as such notice. Individual notice to members shall, of course, also fulfil this requirement, and for this purpose “individual notice” may be by postal notification or by email, always provided that members without access to email shall receive postal notification, which for this purpose also shall include letters or other communications delivered by hand.
Where a clause requires The Executive Committee or the President to make nominations (eg. as in 5 b ii, The Executive Committee shall nominate a Secretary, Treasurer, Membership Secretary, Exhibition Convener, Gallery Maintenance Convener and Gallery Hire Convener etc.,) this requirement shall not be invalidated if there is a lack of a suitable candidate.
Bye-Laws
No work of art submitted to one of the Society’s Exhibitions shall be accepted unless the artist has the copyright, or has the permission of the copyright holder.
2. The premises of the Society shall be smoke free zones, and no person using or visiting the gallery shall be permitted to smoke on the premises.
3 Artists submitting work to exhibitions undertake, in the event of the work being sold, to donate 20% of the value, or such other percentage as may be in force for the time being, to the Society.
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