Constitution

1) Name

The name of the Council shall be the Bromley Arts Council (hereinafter called ‘the Council’).

2) Objects

The objects of the Council shall be to advance the education of the inhabitants of the London Borough of Bromley (hereinafter called ‘the area of benefit’) by fostering and promoting the maintenance, improvement and development of artistic taste and knowledge, understanding and appreciation of the arts, provided that nothing shall be an object of the Council which is not exclusively charitable. And as ancillary to the foregoing objects but for no other purpose:

[a] to encourage and develop the standards of execution and appreciation of the arts in the area of benefit;

[b] to survey the needs of the organisations in the area of benefit concerned with the arts and to provide or assist in the provision of facilities;

[c] to encourage or to sponsor the formation and development of arts societies, clubs and other organisations having charitable objects similar to those of the Council;

[d] to act as a co-ordinating body for the activities of all organisations both amateur and professional existing to promote the arts in the area of benefit and to provide the means of liaison between such organisations and the appropriate Committee or Committees of the local authority;

[e] to sponsor or present public concerts, dramatic performances, recitals, art exhibitions, lectures, arts festivals and other forms of the arts where such activities are beyond the resources of local organisations, or where such activities can be pursued more effectively by a co-ordinated effort than by the local organisations concerned;

[f] to promote and carry out all activities which will further the objects mentioned above or any of them.

3) Membership

The membership of the Council shall consist of

(i) representatives of the local authority;

(ii) representatives from each of the affiliated artistic or cultural organisations within the area of benefit;

(iii) individual members;

(iv) co-opted members.

(a) Local Authority Members
The local authority shall be entitled to appoint four representatives (Councillors and/or Officers) to serve as members of the Council and its Executive Committee for such period of time as the local authority may decide.

(b) Representatives of Organisations
Organisations whose annual affiliation subscription has been paid not later than twenty-eight days before the date of the Annual General Meeting shall be entitled to appoint each year two representatives to serve as members of the Council.

(c) Individual Members
Individuals whose annual affiliation subscription has been paid not later than twenty-eight days before the date of the Annual General Meeting shall be entitled to serve as members of the Council.

(d) Co-opted Members
Persons co-opted by the Executive Committee shall be eligible to attend and vote at meetings of the Council.

4) Officers

(a) The Mayor for the time being of the London Borough of Bromley shall be invited to become President of the Council during his or her term of office.

(b) The following honorary officers shall be elected at the Annual General Meeting:

(i) Chairman;

(ii) Vice-Chairman;

(iii) Secretary;

(iv) Treasurer.

(c) The Chairman, Vice-Chairman, Secretary and Treasurer shall be ex-officio members of the Executive Committee and all Sub-Committees of the Council.

(d) The Chairman and other honorary officers shall retire each year but shall be eligible for re-election subject to the proviso that the Chairman may not hold office for more than four consecutive years without a break of one year.

(f) The Council in Annual General Meeting may nominate and authorise the Chairman to invite suitable persons to be Vice-Presidents of the Council.

(g) The Council shall be informed of the election of Patrons by the Executive Committee.

5) Meetings of the Council

(a) The Annual General Meeting of the Council shall be held in each year at such time (not being more than fifteen months after the holding of the preceding Annual General Meeting) and place as the Council shall determine. At least twenty-one clear days’ notice in writing shall be given by the Secretary to the members. Other meetings of the Council shall be held at such times as may be determined by the Council.

(b) A Special Meeting of the Council shall be called at fourteen clear days’ notice in writing upon the written demand of not less than ten per cent of member organisations and individual members or by the Chairman or by the Executive Committee.

(c) At the Annual General Meeting the business shall include the election of a Chairman and other honorary officers, the election of persons to fill vacancies on the Executive Committee, the appointment of Auditors and the consideration of an annual report of the work done by or under the auspices of the Council and of the audited accounts.

(d) Each person present at the meeting who is

(i) a Local Authority Member,

(ii) a Representative of an Affiliated Society,

(iii) an Individual or Co-opted Member of the Council,

(iv) an Officer of the Council is entitled to one vote. Voting shall be by show of hands except that it shall be by ballot

(i) in the election of Officers and Members of the Executive Committee, and

(ii) on any other occasion if the meeting so decides by a simple majority on show of hands.

A proposition, duly seconded, that a vote shall be by ballot shall be put to the meeting without debate. The Chairman of the meeting shall have the right to use his casting vote.

(e) Notice of Motions shall be given to the Honorary Secretary at least twenty-one clear days before any General Meeting. At least fourteen days’ notice of such General Meeting shall be given by the Secretary to the Members and shall include notice of any such Motions provided that Motions arising from current business be accepted for discussion.

(f) The proceedings of the Council shall not be invalidated by any failure to appoint, or any defect in the appointment, election or qualification of any Member.

6) Executive Committee

(a) There shall be an Executive Committee (hereinafter called ‘the Committee’) whose duty it shall be to carry out the general policy of the Council, and subject to conditions imposed from time to time by the Council, to provide for the administration, management and control of the affairs and property of the Council.

(b) The members of the Committee shall be elected at the Annual General Meeting and shall hold office until the end of the Annual General Meeting following.

(c) The Committee shall consist of sixteen members of whom four shall be representatives of the local authority in the area of benefit and eleven individual members or representatives of affiliated organisations.

(d) Casual vacancies shall be filled by the Committee until the next Annual General Meeting.

(e) The Officers of the Council shall be the Officers of the Committee.

(f) In addition to the elected and ex-officio members, the Committee may co-opt not more than five persons who are specially qualified to further the objects of the Council and shall decide for what periods such co-opted members shall serve; such co-opted members to have full voting powers at meetings of the Committee or relevant Sub-Committee and to be eligible to attend and vote at meetings of the Council.

(g) The Committee may delegate any of its powers to sub-committees and such sub-committees may be given power to co-opt, provided that no sub-committee may be given power to co-opt more than one-quarter of its total membership.

(h) The Committee may from time to time approve applications for affiliation from non-affiliated organisations or individuals within the area of benefit which support the objects of the Council.

(i) The Committee may appoint on behalf of the Council an Administrator, Warden or Caretaker and such other employees as it may from time to time decide and may fix their remuneration and terms of employment.

(j) The Committee shall have the power to elect Patrons of the Council.

7) Quorum

The Quorum at a meeting of the Council shall be ten per cent of the member organisations and individual members and at a meeting of the Executive Committee one quarter of the Committee or Sub-Committee, or such other number as the Council may from time to time determine

(8) Finance

(a) The Council shall have power to raise money by means of affiliation fees from participating organisations, subscriptions from individuals, donations or legacies, sponsorship, grants-in-aid from statutory authorities, loans and such other sources.

(b) The income and property of the Council, whencesoever derived, shall be applied solely towards the promotion of the purposes of the Council as set forth in this Constitution, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to any member of the Council. Provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Council or the repayment of out-of-pocket expenses.

(c) The Council may appoint a custodian trustee or a trust corporation of not less than three persons to hold any property held by or in trust for the Council or may with the agreement of The Official Custodian for Charities transfer to his personal properly (within the meaning of Section 21 of the Charities Act 1993) so held and make application for an order vesting in him any other property so held.

9) The Council’s Year and Audit

The Council’s year shall run from April 1st to March 31st. Once at least in every year the accounts of the Council shall be audited by one or more qualified auditors.

10) Dissolution

The Council may at any time be dissolved by a resolution passed by a two-thirds majority of those present and voting at a meeting of the Council of which at least twenty-one clear days’ notice shall have been sent to all members of the Council. Such resolutions may give instructions for the disposal of any assets held by or in the name of the Council, provided that if any property remains after the satisfaction of all debts and liabilities, such property shall not be paid to or distributed among the members of the Council but shall be given or transferred to such other institution or institutions having objects similar to some or all of the objects of the Council as the Council may, with the approval of the Charity Commissioners or other Authority having charitable jurisdiction, determine.

11) Alterations to the Constitution

Alterations to the Constitution shall receive the assent of not less than two-thirds of the members of the Council present and voting. A resolution for the alteration of the Constitution shall be received by the Secretary of the Council at least twenty-one clear days before the meeting at which the resolution is to be brought forward. At least fourteen clear days’ notice in writing of such a meeting shall be given by the Secretary to the members and shall include notice of the alterations proposed. Provided that no alteration to Clause 2 shall be made without the approval of the Court or the Charity Commissioners or other Authority having charitable jurisdiction.

Revised Constitution approved at the AGM on 12th July 2005