Constitution

CONSTITUTION

1. Guild Name

1.1	The Guild name shall be "Malvern Hills Art and Crafts Guild"
1.2	The Guild shall trade as "Malvern Hills Gallery".

2. Objectives

The objectives of the Guild shall be:

2.1	To advance the education and awareness of the public to their ;environment and heritage through the local expression of the visual and creative arts in all available aspects by the provision and maintenance of a gallery and showroom initially in Malvern.
2.2	To provide a permanent gallery for local Visual and Creative Artists and Craftspeople in Malvern.
2.3	To provide introductory/stimulating workshops in a variety of media.
2.4	To encourage young artists and craftspeople to exhibit their work.
2.5	To set up a Trust Fund with Charitable status, which will be partly supported by a proportion of the profits from The Guild. The Trust Fund will be used to further the objects of the Company and be administered by a Trustees Committee under a separate constitution.

3. Structure

The Guild structure will be:

3.1	An Executive Committee
	3.1.1	The Executive Committee shall be elected at the AGM and be responsible for all business and activities of the Guild.

3.2	A Management Committee
	3.2.1	The Management Committee shall be named Officers from the Executive Committee and be responsible for the day-to-day running of the Gallery.
	3.2.2	The Management Committee shall be responsible to the Executive Committee and work to the principals agreed by the Executive Committee.

3.3	A Gallery Manager
	3.3.1	The Gallery will be run by a Gallery Manager who will be responsible for the day-to-day organisation of the Gallery as laid down in the Job Specification.
	3.3.2	The Gallery Manager will be appointed by the Executive Committee and be responsible to that committee.

3.4	Executive Committee Powers
	3.4.1	In addition to any other powers that it has, the Executive Committee may exercise the following in furtherance of the Guild objects:
		3.4..1.1	The power to lease suitable premises and to fulfil all obligations in relation to it.
		3.4.1.2	The power to employ persons on a paid or an unpaid basis.
		3.4.1.3	The power to apportion a percentage of any profits to declare a dividend for members.
		3.4.1.4	The power to apportion a percentage of any profits to the Charitable Trust Fund to help further the objects of the Guild.
		3.4.1.5	The power to award honoraria for specified duties carried out for the benefit of the Guild. Any honorarium must be approved by a General Meeting.

4. The Executive Committee

4.1	The Guild shall have an Executive Committee, consisting of the following Members:
	4.1.1	A Chairperson
	4.1.2	A Vice-Chairperson
	4.1.3	A Secretary
	4.1.4	A Treasurer
	4.1.5	A Publicity Officer
	4.1.6	An Exhibitions Officer
	4.1.7	A Property Officer
	4.1.8	An Education & Community Officer
	4.1.9	Two other members
	4.1.10	The Gallery Manager

4.2	The Executive Committee, with the exception of the Gallery Manager, shall be elected at the AGM.
	4.2.1	The Executive Committee shall meet at least three times a year.
	4.2.2	A quorum for an Executive Committee meeting shall be 5 members;present.

4.3	The Chairperson, Vice-Chairperson, Secretary and Treasurer shall be elected for two years
	4.3.1	The Chairperson and Treasurer shall be elected in one year with the Vice-Chairperson and Secretary elected in alternating years.

4.4	All other Executive Committee positions shall be elected annually.

4.5	The Chairperson shall have a casting vote when necessary.

4.6	The Executive Committee has the power to co-opt from the membership for specific purposes. Co-opted members do not have voting rights at Executive Committee meetings.

4.7	Friends of the Guild and Junior Members may not be members of The Executive Committee, nor do they have voting rights.

4.8	Executive Committee Officers may form sub committees of co-opted members to aid them with specific tasks.
	4.8.1	The co-opted sub committee members shall be approved by the Executive Committee

5. The Management Committee

5.1	The Management Committee shall be the following officers from the Executive Committee The Chairman The Secretary The Treasurer One other Executive Committee Member The Gallery Manager
	5.1.1	One other Executive Committee Member shall be elected by the first meeting of the Executive Committee following an AGM.
	5.1.2	A quorum for a Management Committee meeting shall be three members present plus the Gallery Manager.

5.2	The Management Committee shall be responsible for ensuring a wide variety of art and crafts is selected for exhibition.
	5.2.1	The Management Committee shall meet to consider applications to display work from potential members within one week of the application.

5.3	The Management Committee shall be responsible for allocating display space to members and ensuring that display standards are maintained.

5.4	The Management Committee shall be responsible to the Executive Committee and circulate minutes of their meetings to Executive Committee Members.

6. Membership

6.1	Membership is open to Artists and Craftspeople, with preference given to those resident in the Malvern Hills District.

6.2	Full Members must be aged 18 or over. Junior Members are those aged under 18 in the year of membership.

6.3	The Annual Subscription will be agreed at the AGM.

6.4	Termination of membership will be automatic in the event of unpaid subscriptions or bankruptcy.

6.5	The Guild will accept requests to terminate Membership which must be made in writing and will be treated as retirement.
	6.5.1	In the event of termination of membership of the Guild, for whatever reason, there will not be a refund of membership subscription.
	6.5.2	In the event of termination of membership of the Guild, for whatever reason, any sums of money owing to the Guild must be paid before the retirement is accepted

6.6	The Membership Structure shall be:
	6.6.1	Full Member - Gallery Exhibitor.
	6.6.3	Student Member (Those members who are in full-time education)
	6.6.4	Junior Member (Those members who are under 18 years of age in the year of membership).
	6.6.5	Group Membership (Schools, Colleges, Art Clubs etc.).
	6.6.6	Friend of the Guild.

6.7	The Executive Committee shall have the right to refuse or revoke membership.

7. Membership Conditions and Rights

7.1	Members shall abide by the Conditions of Membership as agreed by the AGM.

7.2	The membership year shall begin on 6th. April

7.3	Members shall be those individuals/partnerships/groups who have ;paid the appropriate annual subscription and signed their membership contract.
	7.3.1	Members shall be eligible for election to Executive Committee positions.
		7.3.1.1	Only one member from a partnership or group may stand for election to Executive Committee positions.
	7.3.2	Members shall have the right to speak at General Meetings and have one vote on each item of business on the agenda.
	7.3.3	Partnerships/Groups shall have only one vote for each item of business on the agenda at General Meetings.
	7.3.4	Proxy votes may be accepted at General Meetings but must be lodged with the Chairman, in writing, prior to the commencement of a meeting.
	7.3.5	Absent Members may authorise, in writing, the Chairman to vote on their behalf at General Meetings

7.4	Associate members shall not hold Executive Committee positions, but ;may be co-opted by the committee for specific purposes.
	7.4.1	All Membership classes shall have the right to speak in the Open Forum Meetings called by the Executive Committee.

7.5	Student Members and Junior Members are those members paying the appropriate reduced membership subscription.
	7.5.1	Junior Members may not hold Executive Committee positions.
	7.5.2	Student Members and Junior Members are those members paying the appropriate reduced membership subscription.
	7.5.3	Junior Members shall have the right to speak in the Open Forum Meetings called by the Executive Committee.

7.6	Group Membership is for schools, colleges and clubs who pay the appropriate annual membership subscriptions.
	7.6.1	Group Membership entitles the school, college or club to nominate one of their members to attend General Meetings as their representative.
	7.6.2	Group Membership entitles the school, college or club to nominate one of their members to have the right to speak and vote in meetings called by the Executive Committee.

7.7	Friends of the Guild is for those people interested in the development of art and crafts but who are not an artist or craftsperson.
	7.7.1	Friends of the Guild may not hold Executive Committee positions.
	7.7.2	Friends of the Guild shall have the right to attend General Meetings as observers.
	7.7.3	Friends of the Guild shall have the right to speak in the Open Forum Meetings called by the Executive Committee.
	7.7.4	Friends of the Guild shall be eligible for co-option to committees.

8. Meetings and Proceedings

8.1	Annual General Meetings shall be held on the first Thursday of October.
	8.1	Annual General Meetings shall be held on the first Thursday of October.
		8.1.1	A quorum for the Annual General Meeting shall be 25% of the eligible Members.

8.2	The Annual General Meeting business shall be:
	8.2.1	To accept the Minutes of the Last General Meeting
	8.2.2	To adopt the Annual Report of the Guild
	8.2.3	To adopt the Annual Accounts of the Guild
	8.2.4	;To elect the Executive Committee
	8.2.5	Nominations for the Executive Committee shall be proposed and seconded by two Members of the Guild.
	8.2.6	To consider any motions put before the Annual General Meeting.
		8.2.6.1	Motions for consideration at an AGM shall be lodged with the Secretary by September 1st preceding the meeting.
		8.2.6.2	Motions for consideration at an AGM shall be proposed and seconded by two Members of the Guild.
		8.2.6.3	Motions shall be passed by a simple majority.
	8.2.7	To set the Membership Fees for the following membership year.
	8.2.8	To consider any items of Any Other Business.
		8.2.8.1	Items to be discussed under Any Other Business must be given in writing to the Secretary before the start of the General Meeting.

8.3	A Special General Meeting may be requested in writing by ten Full Members
	8.3.1		Requests for a Special General Meeting shall be made to the Secretary.
	8.3.2		Special General Meetings must be held within one month of receipt of the request.
	8.3.3		Special General Meetings shall be held to the same rules as for an Annual General Meeting.

8.4	An Open Forum Meeting shall be called at least once a year for general discussion.
	8.4.1		An Open Forum Meeting shall be called before the Annual General Meeting.
	8.4.2		An Open Forum Meeting held before a General Meeting shall be subject to a stated time limit.
	8.4.3		Open Forum Meetings shall be open for all classes of membership to attend and speak.

8.5	The Executive Committee shall meet at least three times per year.
	8.5.1		The Executive Committee meeting shall receive: A Secretary’s Report A Treasurer’s Report A Gallery Manager’s Report
	8.5.2		The Executive Committee meetings shall discuss matters relevant to the ;business development of the Company and receive progress reports from the Management Committee and other officers.
	8.5.3		The quorum for a Executive Committee meeting shall be five members present.
	8.5.4		Minutes of the Meetings of the Executive Committee shall be available for inspection by the Members of the Guild following their approval by the Executive Committee.

9. Amendments to the Constitution

9.1	Amendments to the Constitution may only be made at a General Meeting.

9.2	The motion for an Amendment to the Constitution must be circulated to Members with the notice of the General Meeting.

9.3	Amendments to the Constitution may be passed with a two-thirds majority.

10. Dissolution of the Guild

10.1	In the event of the dissolution of the Guild, any assets shall be divided equally between the Members once outstanding debts have been discharged.

10.2	Executive Committee Members responsible for organising the dissolution of the Guild shall discharge their duties to provide the maximum benefit to members.

10.3	In the event of the dissolution of the Guild where there is a debt, any outstanding amount shall be equally divided between all members of the Guild.