1. Name
The club shall be called the Inverness Camera Club (the “Club”).
2. Objects
The objects of the Club shall be:
. (1) to promote the science and art of photography in any of its forms;
. (2) to provide facilities for its members including opportunities for education, recreation and competition; and
. (3) to promote the Club within local, national and international communities.
3. Membership
(1) The membership of the Club shall consist of:
. (a) Ordinary Members; and, from time to time,
. (b) Honorary Life Members.
(2) Ordinary Membership shall be open to any person, approved by the Committee, who completes a membership application form and who pays, if appropriate, a joining fee, and the relevant subscription due from time to time. The Committee may, in its absolute discretion, decide to defer consideration of any application for Membership for any period. The Committee may waive any formal irregularity in respect of an application for membership. The Committee may delegate any of its powers under this sub-clause to one or more Officers of the Club.
(3) Honorary Life Membership may be conferred by the Committee on any person who has rendered outstanding service to the Club or to photography. An Honorary Life Member shall have all the rights and powers of an Ordinary Member and such privileges as the Committee shall determine.
(4) Any Member of the Club, including any person acting as an Officer or a member of the Committee, who breaches the rules in this Constitution shall be liable to compensate the Club for any loss caused.
4. Officers
(1) The Officers of the Club shall be the President, Vice-President, Secretary, Treasurer and Competition Secretary.
(2) All Officers of the Club shall be elected at an Annual General Meeting of the Club from the Members of the Club and shall cease to hold office if they cease to be Members. A person shall not be barred from being elected to, or holding an Office, because of a temporary non payment of any subscription which is due provided that the period of non-payment does not exceed three consecutive months.
(3) All Officers shall hold office until the conclusion of the following Annual General Meeting, unless having previously resigned or otherwise ceasing to hold office. Any Officer may be re-elected to the same or another office. No Officer shall hold the same office for more than three consecutive years, the normal period of duration of that Office, but, in very exceptional circumstances, a person may hold an Office for the whole or part of a fourth year.
(4) An Officer may resign at any time in writing addressed to the Secretary or, in the case of the Secretary or in the absence of the Secretary, to any other Officer.
(5) In the event of the resignation, death or permanent incapacity of an Officer, or the Officer otherwise ceasing to hold Office, the vacant post shall be filled by the Committee from the Members of the Club until the next Annual General Meeting of the Club. In the event of the inability of an Officer to attend meetings of the Club or of the Committee for a continuous period in excess of two months, the Committee may appoint a Member of the Club to act in place of the Officer while the Officer is absent.
(6) Subject always to the overriding terms of this Constitution, the Officers shall have such powers and duties as shall be determined by the Committee and by any General Meeting of the Club, from time to time. The Officers shall comply with and implement decisions of the Committee and of any General Meeting.
5. The Committee
(1) The Club shall be managed through a Committee consisting of:
. (a) all Officers of the Club; and
. (b) such other Members of the Club as shall be elected at an Annual General Meeting of the Club from Members of the Club. The appropriate number of Members on the Committee shall be decided by the Annual General Meeting prior to the election of Members to serve on the Committee.
(2) The Committee shall:
. (a) control the affairs of the Club on behalf of, and in the best interests of, the Members of the Club;
. (b) give such directions as are appropriate to the Officers, or any of them, on the exercise of the Officers’ functions;
. (c) make such rules as it sees fit for the efficient running of the Club including, but not limited to, rules applying to competitions and to meetings of the Club and meetings of the Committee (but these rules shall not be in conflict with this Constitution);
. (d) implement decisions of any General Meeting of the Club directed to the Committee;
. (e) supervise the finances of the Club in accordance with rule 6;
. (f) take out and maintain in force adequate insurance to cover the public liabilities of the Club, its Officers and Members and to cover loss or damage to property belonging to the Club;
. (g) supervise membership of the Club in accordance with rule 3;
. (h) be responsible for deciding whether or not to institute a disciplinary hearing in the event of a complaint against a Member, including an Officer or a Committee Member, who is alleged to have contravened any rule of the Club or to have acted contrary to the good interests of the Club; the Committee shall be responsible for conducting any disciplinary hearing and for taking any action of discipline, suspension or expulsion of a Member or Officer, after giving the Member or Officer an opportunity of a hearing; and
. (i) act with reasonable care in protecting the assets of the Club and in carrying out the Committee’s functions.
(3) The meetings of the Committee shall be chaired by the President, or in his or her absence, by any member of the Committee chosen by the Committee.
(4) A quorum at meetings of the Committee shall be five including at least two Officers. Any member of the Committee who has a personal interest in a discussion or decision of the Committee shall disclose this interest to the Committee and, if required by the other members of the Committee, shall be absent during any discussion or making of a decision.
(5) In the event of dispute, decisions of the Committee shall be made on the basis of a simple majority vote of those attending and voting. The Chairman shall have an additional casting vote. Decisions of the Committee shall be recorded by the Secretary or, in his or her absence, by any other Officer nominated by the Committee.
(6) A member of the Committee may resign at any time in writing addressed to the Secretary or, in the absence of the Secretary, to any other Officer. In the event of the resignation, death or permanent incapacity of a member of the Committee, or a member of the Committee otherwise ceasing to act, the vacant post may be (but need not be) filled by the Committee from the Members of the Club until the next Annual General Meeting of the Club.
6. Finances
(1) The Treasurer shall keep accurate accounts of the affairs of the Club. The Club’s financial year shall close on the last day of February in each year.
(2) The Committee of the Club shall supervise the finances of the Club and must give prior approval for an expenditure which is in excess of £500. This applies to a series of related transactions in respect of which the total amount or aggregate value exceeds £500. The Treasurer shall report all material transactions to the Committee at the subsequent meeting of the Committee.
(3) In addition to the requirements of sub-rule (2) above, all dealings with Club monies, investments, funds or other assets when the value of the monies, investments, funds or other assets exceeds £5000 require the prior written authorisation of three Officers of the Club. The authorisation must be delivered to any third party holder of the monies, investments, funds or other assets. This rule applies to a series of related transactions in respect of which the total amount or aggregate value exceeds £5000.
(4) The Club shall maintain a bank account or accounts in the name of the Club. The Treasurer shall not retain more than £100 in hand for more than seven days. All cheques shall require the signature of at least two Officers of the Club.
(5) The monies of the Club shall not be invested in any investment other than accounts with banks or building societies whose head offices are in the United Kingdom.
(6) The annual subscription, and any joining fee, payable by Ordinary Members shall be determined by an Annual General Meeting in respect of the following year. Subscriptions shall be due annually for the year commencing 1st September. Subscriptions levels may vary according to different categories of Members.
(7) The Committee may determine the amount of any incidental sums payable by members, or non-members, including attendance fees for meetings, always subject to any direction given to the Committee by any General Meeting of Members.
(8) An audited statement of annual accounts shall be presented by the Treasurer at the Annual General Meeting. The auditor (as defined in sub-rule (10)) shall be a person or firm or other organisation independent of the Club holding professional qualifications to conduct business or charity audits. The auditor must not be a Member of the Club. The auditor shall be appointed at an Annual General Meeting (or, if appropriate, at an Extraordinary General Meeting) to act until the conclusion of the subsequent Annual General Meeting. The auditor may resign or otherwise cease to hold office in which case the Committee shall fill the casual vacancy in the office of auditor until the subsequent Annual General Meeting.
(9) The auditor shall have access to all the Club’s records and may require any Officer of the Club and any member of the Committee to give such information and explanations as are necessary for the performance of the duty of auditor. The auditor is entitled to receive notices of General Meetings of the Club and personally or by authorised representative to attend and to speak (but not to vote) at any General Meeting. The auditor may make such report to a General Meeting or, at any time, to the Committee, as the auditor sees fit. The auditor has a duty to check that the finances of the Club have been conducted in accordance with the law and the rules of the Club and shall report any breaches to a General Meeting. The Committee, or a General Meeting, may request the auditor to carry out an interim audit or inspection of the books of the Club, at any time. The auditor shall be paid appropriate professional remuneration.
(10) In this Constitution “audit” includes “independent examination” and “auditor” includes “examiner” or “reporting accountant” and all references to audit (including audited accounts) shall be construed accordingly.
7. General Meetings
(1) General meetings of the Club may be (a) Annual General Meetings or (b) Extraordinary General Meetings.
(2) The Annual General Meeting shall be held as soon as is reasonably practical after the close of the Club’s financial year. The business of the Annual General Meeting shall include (but need not be limited to):
. (a) Election of a Chairman for the whole or part of the Annual General Meeting under rule 7(8).
. (b) Such reports from Officers of the Club as are appropriate
. (c) Consideration of audited accounts under rule 6(8) and any submission or report from the auditor under rule 6(9).
. (d) Determination of the annual subscription, and any joining fee, under rule 6(6).
. (e) Any motions from Members in terms of sub-rule (3) below.
. (f) Election of Officers of the Club under rule 4.
. (g) Fixing the number of Members of the Committee and election of the Members of the Committee under rule 5(1)(b).
. (h) Appointment of an auditor under rule 6(8).
(3) Any Member may propose a motion for discussion at the Annual General Meeting provided that written notice of the motion is delivered to the Secretary seven days prior to the meeting.
(4) An Extraordinary General Meeting may be called to consider any matter and may perform any of the functions of an Annual General Meeting. An Extraordinary General Meeting may decide that any Officer of the Club or any Committee Member shall cease to hold office and may appoint a replacement for the remaining period of office.
(5) Any three Officers of the Club may call an Annual General Meeting or an Extraordinary General Meeting by twenty one days written notice to all Members of the Club. An Extraordinary General Meeting may also be called (a) by the Committee or (b) by fifteen Members of the Club. The Club shall bear the expense of calling General Meetings and the Secretary and the Treasurer shall provide any necessary assistance in the calling of a meeting.
(6) Notice of an Annual General Meeting in the Club’s published list of events shall be deemed to be valid notice to Members. Otherwise a notice of a General Meeting shall be posted to the known addresses of Members. A notice which is prepaid, addressed and posted shall be deemed to have been given on the date of posting. A notice of an Extraordinary General Meeting shall specify the purpose or purposes for which the meeting is called.
(7) In the event of dispute (subject to the special consideration of rules 8 and 9) decisions made at a General Meeting shall be made on the basis of a simple majority vote of those attending and voting. The Chairman shall have an additional casting vote. Decisions of a General Meeting shall be recorded by the Secretary or, in his or her absence, by any other Officer chosen by the meeting.
(8) A General Meeting shall be chaired in whole or in part by any Member of the Club chosen by the meeting. Subject to the overriding terms of this Constitution the Chairman shall control the procedure to be followed at a general meeting.
(9) A quorum for a General Meeting shall be seven Members.
(10) Only Ordinary Members who have paid subscriptions for the relevant year and Honorary Life Members are entitled to attend, to speak and to vote at General Meetings.
8. Alterations to the Constitution
(1) No alterations to this Constitution may be made except at a General Meeting of the Club. An alteration of the Constitution requires twenty one days written notice of the proposed change to all the Members of the Club, whether as part of the notice calling the meeting or separately.
(2) Any alteration of this Constitution requires approval of at least two-thirds of the votes cast.
9. Dissolution of the Club
(1) A resolution that the Club should be dissolved must be passed at a General Meeting of the Club. The resolution requires twenty one days written notice to all the Members of the Club, whether as part of the notice calling the meeting or separately.
(2) A resolution to dissolve the Club requires approval of at least two-thirds of the votes cast and in addition the number of votes cast in favour of the resolution must exceed one-half of the Members entitled to attend and to vote.
(3) If the resolution to dissolve the Club is passed, the Committee shall be responsible for winding up the affairs of the Club. Any surplus assets and funds shall be transferred by the Committee to an organisation or organisations having objects similar to that of the Club in Inverness or elsewhere in Scotland, preferably in the Highlands. No Member of the Club shall have any interest in the surplus assets and funds, other than indirectly as one of the members of the organisation to which a transfer is made.
10. This Constitution
(1) This Constitution replaces all previous Constitutions of the Club. On joining the Club each new Member shall be given a copy of this Constitution as it may be amended from time to time.
(2) The Committee of the Club may decide, from time to time, to issue a copy of this Constitution, as it may be amended from time to time, to every Member of the Club, free of charge. On payment of appropriate copying charges any Member of the Club may obtain from the Secretary of the Club, at any time, a copy of the current version of the Constitution.
[Note:
The above is the Constitution approved at the delayed 2020 Annual General Meeting held on 27 January 2021.
An annexed version is available and a printed copy is issued to each new member.
The annexed version to these ten clauses are provided with “Notes” to explain the drafting.
They are not a formal part of the Constitution but they may assist comprehension.
The terms of the Constitution rule over anything in the Notes.
W.McB.]
Version date: 22 Jan 2021