Southport Photographic Society Constitution

 

 

 

 

1. TITLE

 

The name of the Society shall be the Southport Photographic Society hereinafter referred to as the Society.

 

2. OBJECTS

 

The objects for which the Society is established are to advance the education of the public in the theory and practice of photography as an art and solely as ancillary thereto and in furtherance thereof:

 

(a) To organise and conduct public exhibitions of photographs, photographic art and apparatus.

 

(b) To acquire, collect and preserve for the public benefit examples of photography and photographic apparatus of historic and artistic interest and importance.

 

(c) By means of research, instruction, information, advice, lectures, publications, sources of reference and otherwise to collect and to make publicly available information concerning photography and photographic art apparatus and history.

 

(d) To do all such other things as are necessary for the furtherance of the objects aforesaid.

 

3. MEMBERSHIP

 

(a) Subject to sub-paragraph (c) below membership of the Society shall be open to those who pay the annual subscription at the appropriate rate or rates as determined in accordance with paragraph 12 below.

 

(b) Applications for membership shall be made in a form approved by the Council and shall be accompanied by a remittance in respect of the subscription in force at the time the application is made.

 

(c) The Council may elect as an Honorary Member any individual who, having rendered distinguished service to the Society or photography in general, is willing to assist in the promotion of the Society's objects. Such election may be for life or for such other period as the Council may determine. Such members, other than life members, shall have no right to vote at any meeting of the Society or to be elected to the Council or any office in the Society.

 

(d) Members and visitors under 18 years of age must be accompanied at all meetings and other events by a parent or guardian, or an adult with the specific agreement of the parent/guardian, who will be responsible for their safety at all times.

 

4. MANAGEMENT

 

4.1 The management of the affairs of the Society shall be vested in the Council, which shall consist of the Officers of the Society, six other members elected as hereinafter provided, and such persons as may be nominated or co-opted in accordance with the provisions contained in paragraph 6 hereof. The Officers of the Society shall consist of a President, Past President, President Elect. Honorary Secretary or Secretaries, and Honorary Treasurer. The President shall preside at all meetings of the Council and of the members, and in his absence the Past President shall preside. In the absence of both President and Past President, the President Elect shall preside and in the absence of the President, Past President and President Elect, the Chairman of the meeting shall be elected by a show of hands of those present at the meeting.

 

4.2 The Council shall control the finances of the Society, and have full power to make regulations regarding:

 

(a) the handling by the Honorary Treasurer of the monies of the Society.

 

(b) the use of any rooms occupied by, and any apparatus belonging to the Society.

 

(c) the conduct of all meetings save as expressly herein provided.

 

5. ORDINARY MEETINGS

The Society shall meet at least once each week during the period from September to April unless otherwise decided by the Council.

 

6. ANNUAL GENERAL MEETINGS AND ELECTION OF OFFICERS AND COUNCIL

6.1 An Annual General Meeting of the Society shall be held on the last normal meeting night of the Winter session each year at such place as the Council shall decide. At least fourteen days' notice in writing of such Meeting shall be given.

 

6.2 At such Meetings:

 

(a) The Minutes of the previous Annual General Meeting shall be read.

 

(b) The Honorary Secretary shall present a Report of the activities of the Society from the date of the previous Report.

 

(c) The Honorary Treasurer shall present a balance sheet and a Statement of the Society's income and expenditure from the date of the previous Statement to the close of the normal weekly meeting prior to the AGM. By the first meeting of the next winter session the accounts shall be examined by an Independent Examiner/Auditor appointed by the members and a copy of those accounts shall be distributed to members.

 

(d) Elections shall be held for: The Hon. Secretary, Hon. Treasurer and Hon. Syllabus Secretary. If elected they shall serve as such until the conclusion of the Annual General Meeting after that.

 

The new President Elect, nominated by the Serving President, Immediate Past President and the existing President Elect, shall stand for election by the members and if elected will serve for two years. Normally there will be no other nominations. The President Elect will then, after two years, automatically become President and shall serve as such until the conclusion of the Annual General Meeting in two years time.

After a term of two years in office the retiring President shall normally become Past President and shall serve for a further period of two years.

 

(e) An Independent Examiner or Auditor shall be appointed.

 

(f) Any other business of which notice shall have been given in the notice convening the Meeting which the Chairman shall decide ought to be conducted in the best interests of the Society, shall be dealt with.

 

6.3 At the first Annual General Meeting to be held after the adoption of this Constitution six persons shall be elected to serve as members of the Council. At every subsequent Annual General Meeting three of the elected members shall retire from office. The persons to retire in every year shall be those who have been longest in office since their last election but as between persons who became members of the Council on the same day those to retire shall be determined by reference to the number of votes cast in their favour at their election, those with the lesser number retiring first. In the event of equality of votes those to retire shall be determined by lot. An appropriate number of persons shall be elected to fill any vacancies arising in the membership of the Council.

 

6.4 The name of any member nominated for election as an Officer or as a member of the Council shall, except where the nomination is by the Council, be given to the Honorary Secretary in writing at least seven days before the Annual General Meeting.

 

6.5 The Officers and members of the Council who are to be elected shall be elected by ballot, and every member present at the Meeting shall be entitled to one vote for each vacancy which is to be filled.

 

6.6 The Council shall be entitled to nominate a person to serve as an additional Officer and to co-opt a number of persons to serve as additional members of the Council and such additional Officers or co-opted members of the Council shall retire at the conclusion of the Annual General Meeting next following their nomination or co-option. Any elected or nominated Officer or elected or co-opted member of the Council shall be eligible to be elected, nominated or co-opted again.

 

6.7 All Officers and members of the Council shall be members of the Society.

 

7. EXTRAORDINARY GENERAL MEETINGS

If at least ten members of the Society shall by written request to the Honorary Secretary, stating their reason or reasons therefore, require a Meeting to he held, or the Council shall decide that it is expedient that such a Meeting shall be held, an Extraordinary General Meeting of the Society shall be called. At least fourteen days' notice of such Meeting, stating the object of the Meeting, shall be given to all members of the Society.

 

8. CASUAL VACANCIES IN OFFICERS AND COUNCIL

The Council shall be entitled to elect a member of the Society to fill any casual vacancy in the Officers or members of the Council, but the member so appointed shall hold office only until the next following Annual General Meeting, when he shall retire but shall be eligible for re-election. If he has been appointed to fill a vacancy among the members of the Council he shall not be taken into account in determining the members of the Council who are to retire by rotation at such Meeting.

 

9. QUORUM FOR MEETINGS

Five members present shall form a quorum at all Council Meetings of the Society, and fifteen members present shall form a quorum for all Annual General and Extraordinary General Meetings.

 

10. NOTICES OF MOTION

All notices of motion to be moved at an Annual General or Extraordinary General Meeting of the Society (other than any alterations and/or additions to this Constitution) shall be forwarded in writing, signed by the proposer and seconder, to the Honorary Secretary at least seven days before the date of the Meeting. Any amendment to a notice of motion shall be put forward at the Meeting, but shall not be voted upon unless duly moved and seconded.

 

11. VOTING

Except where otherwise herein provided, at all meetings of the Council or of the members of the Society, the decision of the majority of the members present and voting shall decide all matters. In the case of equality of votes, the Chairman of the meeting shall have a second or casting vote.

 

12. SUBSCRIPTIONS

The rates of subscriptions shall be determined by the Council for each year.

 

 

13. AMENDMENT OF THE CONSTITUTION

13.1 No alteration or addition to this Constitution shall be made except at an Annual General Meeting or at an Extraordinary General Meeting. Notice of any proposed alteration or addition shall be sent in writing to the Honorary Secretary at least twenty one days before the date of the Meeting at which such suggested alteration or addition shall be submitted for approval,  and at least seven days' notice of all suggested alterations or additions shall he given to the members of the Society before the date of the Meeting at which such alterations or additions shall be submitted. No alteration or addition to this Constitution shall be made unless the suggested alterations or additions shall be approved by two-thirds of the members present at the Meeting.

 

13.2 No such alteration or addition shall be made to paragraph 2 hereof without the consent of the Charity Commissioners for England and Wales and no such alteration or addition shall be made which shall have the effect of causing the Society to cease to be a Charity.

 

14. APPLICATION OF INCOME AND PROPERTY

The income and property of the Society whence-soever derived shall  be applied solely towards promoting the objects declared in paragraph 2 above. No portion thereof shall be paid or transferred either directly or indirectly to any member or members of the Society except in satisfaction of legitimate expenses incurred on behalf of the Society.

 

15. DISSOLUTION

In the event of the winding up or dissolution of the Society, any assets remaining after all liabilities have been discharged shall not be paid or transferred to any member or members of the Society but shall be transferred to such charitable organisation or charitable organisations whose objects are similar to those of the Society and whose foundation instrument or instruments preclude the distribution of income and assets to its or their members as the Council of the Society may determine.

 

16. DISTRIBUTION OF COPIES OF CONSTITUTION

A copy of the Constitution of the Society shall be provided to every member thereof.

 

This Constitution was adopted at an AGM held on 9th April 1980, as amended at the EGM on 6th January 1992, the AGMs on 30th April 2001 and 25th April 2005. It was amended at the EGM of April 18th 2011.