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CONSTITUTION OF PATRIOTHALL GALLERY, AN UNINCORPORATED ASSOCIATION

1. NAME

The name of the Association shall be the Patriothall Gallery, hereinafter referred to as the Association.

2. OBJECTS

The objects of the Association shall be:

a) To promote public education and interest in the visual and other creative arts UK wide.
b) To create a challenging and innovative programme of exhibitions for people to stimulate debate about contemporary art and its place in society.
c) To provide affordable artist-led space for visual arts exhibitons and other creative arts events in Edinburgh for emerging and established visual artists and other creative people.
d) To support artists who might otherwise have difficulties in obtaining exhibiting opportunities in the commercial marketplace, for example students and recent graduates.
e) To provide low cost, subsidised access to gallery facilities including exhibition spaces and to support exhibitors in mounting their exhibitions.
f) To support exhibitors by art and accessibility groups and other community groups who share the aims of the Association.

The Association shall seek to achieve the stated objectives by any and all appropriate means including:

(i) Bringing together those persons who it deems are most able to contribute towards the achievements of its objects.

(ii) Assisting those individuals by the provision of information, advice, guidance and training.

(iii) Informing the public of the role of those individuals through the production of online and offline media.


 

3. POWERS

To further the above objects, the Association may:-

a) Bring together in conference and work in liaison with representatives of voluntary organisations, government departments, local and statutory authorities and individuals.

b) Collect and disseminate information on all matters affecting the objects, where appropriate arranging for the publication of such information and the holding of exhibitions and meetings on those matters.

c) Take out membership of such organisations as are considered to be in the interests of and compatible with the objects of the Association.

d) Purchase, take on lease or otherwise acquire any property and any interests considered appropriate for the promotion of the objects and make arrangements for the management of any property which may be so acquired.

e) Raise money for the objects and accept grants, gifts and subscriptions on such terms as may be deemed appropriate.

f) Borrow money on such terms as ay be deemed appropriate.

g) Employ staff and make reasonable provision in relation to pension and/or other benefits for members of staff.

h) Enter into such contracts with consultants, training providers and others, as may be thought fit.

j) Sell, let, grant securities over and dispose of any property or assets of the Association and invest any funds not immediately required for the objects in such investments or securities as may be thought fit, subject nevertheless to such conditions (if any) as may at the time be imposed or required by law.

k) Form any company to carry on activities which are connected, directly or indirectly, with any of the objects of the company, to hold shares in any such company, and carry out in relation to any such company any of the functions associated with a holding company.

l) Do all such other lawful things as are incidental or conducive to the attainment of the objects.

 

4. MEMBERSHIP

Any person over the age of eighteen who is normally resident in Scotland may apply for membership of the association.

Full Membership shall be available to all artists and crafts makers who are leasing or otherwise occupying and using studio spaces within the Patriothall Studios in which the Gallery is situated.

General Membership is available to all artists and crafts makers who are resident in, or base their professional practice in, Edinburgh and the Lothians.

Associate Membership is available to any other individual who wishes to support the aims and objectives of the Association.

Application for Membership
Any person who wishes to become a member shall lodge with the association a written application for membership in such form as the Committee require, and lodge such evidence in support of the application as may be requested by the Committee.

The Committee shall notify each applicant in writing of his or her decision within four weeks.

The Committee shall be entitled at its description to refuse to admit any person to membership.

Rights of Membership
Except as noted below:

* All members are entitled to attend and vote at General Meetings of the Association.
* All members are entitled to vote in any ballot organised by the Association.
* All members are entitled to stand for election to the Committee.

A person shall not be eligible to vote at a General Meeting unless he/she has been a member of the Association for at least three months.

A person shall not be entitled to stand for election to the Committee unless he/she has been a member of the Association for at least one year; a person who has been a member of the Association for less than one year may nevertheless be co-opted by the Committee to serve as a member of the Committee.

Exhibiting in the Association’s Gallery
Any person or group, whether a Member of the Association or not, may submit an application for an exhibition or another creative arts event to take place in the Association’s Gallery. All proposals received by the Association will be evaluated by the Selection Panel which shall decide on eligible proposals and form a programme of exhibitons and events on a rolling basis.

 

5. SUBSCRIPTIONS

Members shall be required to pay an annual subscription fee at a level determined by the Association at a General Meeting. Different levels of subscription may be set by the Association for the different categories of membership described in section 4 above.

 

6. GENERAL MEETINGS

Each year the Association shall convene an Annual General Meeting for the purpose of reporting on their activities within the previous year, and holding elections for the Committee for the coming year. Not more than 18 months may elapse between Annual General Meetings.

Notification of General Meetings
Each of the members will receive notice in writing at his/her address (as last notified to the company), or (if he/she has supplied the Association with an e-mail address) by way of e- mail, not less than 14 days before the meeting is due to take place.

Proceedings at Annual General Meetings
the business of an Annual General Meeting will entail:

a) The presentation of the audited or independently examined accounts for the previous year.
b) The appointment of a suitably qualified person to audit or independently examine the accounts for the coming year.
c) The election of members to the Committee to serve until the following AGM.
d) The setting of subscription levels for Membership.
e) The granting of authority to the Committee to set gallery charges, fees, hire charges and other levies for the use of the Association’s facilities or equipment until the following AGM.
f) Any other business that the Committee wishes to conduct, if notice of this has been included in the notification of the General Meeting.

Special General Meetings
A General Meeting, other than an Annual General Meeting, can be convened at any time by the Committee following the proper notification of all members of the Association, stating the reason for the meeting taking place.

In addition, the Committee shall convene a General Meeting, if it receives a written request, made by a minimum of 50% of the members who are eligible to vote at a General Meeting, requesting that such a meeting take place. Again the Committee is responsible for ensuring that all members of the Association receive proper notification of the meeting.

If after 28 days of the request being made, the Committee has not convened a General Meeting, then the members who made the request are entitled to convene the meeting by the proper notification of all members of the Association.

 

Voting at General Meetings
Each member (other than a person who has been a member for less than three months) is entitled to one vote at General Meetings. Voting shall be by show of hand unless a majority at the meeting request that a ballot take place. In all cases except the amendment of this constitution and dissolution, a simple majority will suffice in any vote. In the event of a tied number of votes, the Chair shall have a casting vote.

Quorum at General Meetings
The quorum for a General Meeting shall be 10. In the event of a quorum not being present within 30 minutes of the commencement of the meeting, the General Meeting will be re- convened to take place at a future date following the proper notification of the members. If the re-convened General Meeting remains inquorate, it shall be empowered to conduct the business of the meeting.

 

7. COMMITTEE

The Association shall form a committee to act on its behalf in between General Meetings.

Composition of Committee
The committee shall consist of no less than four and no more than eight members elected at the General Meeting. In addition, the committee has the power to co-opt further members provided that the total number of members of the committee (including elected members) does not exceed eight.

At all times the number of Full Members must form a majority of the committee members and, if required, additional Full Members will be co-opted onto the committee to serve until the next Annual General Meeting to ensure that this requirement continues to be met.

Retirement of Committee Members
Members of the committee may resign at any time, but in the case of an elected or co-opted member not attending three consecutive committee meetings without explanation, then that person shall be deemed to have resigned from the committee.


At each Annual General Meeting, two of the committee members (the two who have been longest in office since they were last appointed/reappointed) shall retire from office; where two or more members of the committee were last appointed/reappointed on the same date, the question of which of them is to retire shall be determined by some random method. A member of the committee who retires at an Annual General Meeting shall be eligible for re-election.

Office Bearers
The committee shall at its first meeting after the Annual General Meeting appoint a Chairperson, Vice Chairperson, Secretary and Treasurer to serve as office bearers for the Association for the coming year. The committee shall have the power to fill any vacancy in such offices which arise during the period between one Annual General Meeting and the next.

Proceedings at Committee Meetings
the committee shall meet at least four times each year and ensure that a proper minute of each meeting is taken and retained by the Secretary.

Voting shall be by show on hand unless a majority at the meeting request that a ballot take place. A simple majority will suffice in any vote. In the event of a tied number of votes, the Chair shall have a casting vote.

Quorum at Committee Meetings
The quorum for committee meetings is three but in the event that the membership of the committee falls below that number for any reason, then the committee may meet solely for the purpose of taking any action to restore its membership to a minimum number.

Selection Panel
The committee shall elect from amongst its own numbers and other Full Members a Selection Panel which shall review proposals submitted to the Association for exhibitons and other events.

Sub-Committees
The committee may create any standing or ad hoc committees it wishes in order to further its objects but all such sub-committees must report directly to it.

8. HOLDING OF PROPERTY

The title to all property (including company shares) shall be held in the names of the Chair, Vice Chair, Secretary and Treasurer of the Association, (and their successors in office). Any person in whose name any property of the Association is held shall take such steps in relation to that property as the committee may direct from time to time. In particular, the individuals holding shares in any company on behalf of the Association shall exercise the votes and other powers of control attaching to those shares (or otherwise available to them in relation to the association) in strict accordance with the directions issued by the committee from time to time, and shall nt exercise any of such powers without the sanction of a specific direction by the committee.

9. AMENDMENTS TO THE CONSTITUTION


Any alterations to this constitution must be passed by two thirds majority of the votes cast at a General Meeting, whether Annual or Special, at which details of the proposed alteration have been given to all members, not less than 21 days before the meeting is due to take place always providing that no alteration shall be made which would have the effect of causing the Association to cease to be recognised by the Inland Revenue as a charity for tax purposes.

 

10. FINANCE

The committee shall keep proper accounts of the finances of the Association and shall ensure that those accounts are audited or independently examined once each year and presented to the Annual General Meeting.

An interim report on the finances of the Association shall be made to the committee at each of its meetings.

Any member eligible to vote at a General Meeting shall be able to inspect the annual accounts of the Association within seven days of making such a request.

No member of the committee shall receive any remuneration or payment from the Association, with the exception of the reimbursement of any reasonable, out-of-pocket expenses incurred on behalf of the Association.

All monies raised by the Association shall be applied to further the objects of the organisation and for no other purpose.

All contracts entered into by the Association and all cheques and other disbursements made on behalf of the Association shall be authorised and signed on the Association’s behalf by any two of the office bearers.

 

11. DISSOLUTION

In the event of the Association deciding on the grounds of expenses or otherwise to dissolve, it shall convene a General Meeting, giving at least 14 days notice in writing of its intention, to all members.

If such a decision is confirmed by a two-thirds majority of the votes cast at that General Meeting, the Association shall have the power to dispose of its assets. Any assets remaining after the satisfaction of proper debts and liabilities shall be transferred to any other charitable organisation, having objects similar to those of the Association.

We certify that the above is a true copy of the Constitution of Patriothall Gallery as adopted 13th February 2006

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