Thursday, November 27, 2008

Present Constitution

TRANSMISSION GALLERY CONSTITUTION



NAME: The name of this association shall be Transmission.

OBJECTIVES: To advance the education of the public generally and in particular the inhabitants of Glasgow and its environs by securing and maintaining premises for the purpose of presenting the arts in all their forms. In particular the works (in the widest meaning) of persons who under normal circumstances would be denied a platform for expressing their artistic ideas, so long as such ideas expressed through their work are not subversive of all religion and morality.

MEMBERSHIP: Membership shall be open to anyone over 18 years of age who supports the Objectives. Transmission reserves the right to refuse membership by a majority vote of the Committee if there is reasonable doubt surrounding the applicant's support for the Objectives. The applicant in such cases will then have the right of appeal to a General meeting of members. A meeting called for this purpose will require at least 14 days' notice and the applicant must have the support of at least two thirds of the membership present. The decision of such a General Meeting would be final.

GENERAL MEETINGS: An Annual General Meeting (hereinafter AGM) shall be held in September each year. Office bearers will present their reports for the year ending March 31st, at the AGM, the financial reports having been audited. Special General meetings may be called at any time on the request of 10 members to the Secretary. Voting at all General Meetings will be taken on a show of hands and shall be on the basis of one vote per member, a simple majority deciding. The Chairperson of the meeting shall have a deliberative and casting vote.. Any member may attend General Meetings, provided they have paid their annual subscription.

COMMITTEE: At the AGM the association will approve a Committee to administer the day to day affairs of the association. This Committee shall comprise of a Chairperson, a Secretary, a Treasurer and at least 2, but not more than 4 other ordinary members. The maximum period allotted to members of the Committee being two terms (2 years). Any casual vacancy arising may be filled by the Committee. The Chairperson will preside at all meetings of the association, and in the event of their absence the Committee or the association, as the case shall be, shall appoint one of their number.

QUORUM: The quorum for the meeting for the association shall be one third of the full members and all Committee Members.

COMMITTEE MEETINGS: The Committee will meet monthly to discuss all aspects of the Gallery's business.

COMMITTEE VOTING: Voting at all meetings of the Committee shall be on show of hands, a simple majority deciding; the Chairperson shall have a deliberative and casting vote.

NOTICES OF MEETINGS: All General Meetings require 14 days' notice. The Chairperson may call an emergency meeting of the Committee. In the event of any member of the Committee being unable to attend a meeting they forfeit their vote.

MINUTES: Minutes shall be kept of all meetings of the association and of the Committee meetings.

RECORDS: Proper books of accounts and copies of official correspondence shall be maintained by the appropriate office bearers and shall be open to inspection by any member at any reasonable time.

AUDITORS: One or two auditors, who shall not be office bearers, shall be appointed for the following year at the AGM and shall have the responsibility for auditing the annual income, expenditure account and balance sheet. They shall also check the books of account at such intervals as they deem appropriate.

CONTRACTS: Contracts shall be signed on behalf of the association by the Chairperson, the Secretary and the Treasurer.

LEGAL RIGHT: Nothing contained in this Constitution shall supersede the legal rights of any member.

AMENDMENT OF CONSTITUTION: Alterations of the Constitution shall receive the assent of not less than two thirds of those present and eligible to vote at a properly convened General Meeting at which 28 days' notice has been given, including the business to be discussed.

COMMISSION: The association shall charge a 15% commission on all works of art that are sold within the Gallery. Such moneys shall be accrued for the administration costs of the association.

EXHIBITION: The Committee shall make all decisions regarding the exhibition and presentation of works in the Gallery by both members and non-members. Non-members who are invited to use the gallery shall be encouraged to become members of the association. The entire Committee shall be responsible for the operation of the Gallery. Members have the right of appeal on the Committee's decisions.

FINANCE: Transmission shall have the power to raise money by any appropriate means other than those which would adversely affect its charitable status. The income and property of Transmission from whatever source derived shall be applied solely towards the promotion of the purposes of Transmission as set forth in the Constitution, and no portion thereof shall be paid or transferred directly or indirectly way of dividend, bonus or otherwise, nor by way of profit to any members of the Committee; provided that nothing therein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of Transmission, in return for any services requested by and rendered to Transmission, or the repayment of out-of-pocket expenses; such members shall have no voting rights in relation to these matters. No members of the Committee shall be appointed to any salaried office at Transmission or to any office of Transmission paid by fees and no remuneration or any other benefit in money or moneys worth shall be given by the Gallery to any member of such governing body except reimbursing out-of-pocket expenses. The Gallery's financial year shall run from April 1st to March 31st. The accounts shall be audited by one or more independent auditor(s) annually.

DISSOLUTION: Transmission may be dissolved by a resolution passed by a two-thirds majority by those present and voting at a properly convened General Meeting, of which 28 days' notice has been given, including the business to be discussed. Such resolution may give instruction for the disposal of any assets held by or in the name of Transmission, provided that if any property remains after the satisfaction of all debts and liabilities, such property shall be given or transferred to such other charitable institution or institutions having objects similar to some or all of the OBJECTIVES of Transmission, as the General Meeting may determine.

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