CONSTITUTION
l. Name
The name of the Association is the Kent County Photographic Association (hereinafter referred to as “the Association”) or other such name as the Executive Committee may from time to time decide.
The Association shall affiliate to the Photographic Alliance of Great Britain (PAGB).
2. Administration
Subject to the matters set out below the Association and its property shall be administered and managed in accordance with this Constitution by the members of the Executive Committee constituted by Clause 6 of this Constitution.
3. Objects
To encourage and facilitate the development of and participation in photography by:
• promoting co-operation between Associate Clubs
• organising photographic competitions and exhibitions
• participating in events organised by the Photographic Alliance of Great Britain
• providing and maintaining a high standard judging and lecturing service
• promoting courses, workshops and events.
4. Powers
In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
4.1 to raise funds and to invite and to receive contributions provided that in doing so the
Executive Committee shall not undertake any substantial permanent trading activities.
4.2 to buy, take on lease or exchange any property necessary for the achievement of
the objects and to maintain and equip it for use.
4.3 subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Association.
4.4 to co-operate with other Associations and Federations, voluntary bodies and statutory authorities engaged in furtherance of the objects and to exchange information and advice with them.
In each of the foregoing the Executive Committee shall conform to any requirements of the law.
5. Membership
Membership of the Association shall be open to photographic clubs, societies and other organisations (hereinafter referred to as “Associates”) within or close to the historical boundaries of the County of Kent and who have paid the annual subscription as fixed from time to time by the members present at the Annual General Meeting or any Special General Meeting called specifically for that purpose.
5.1 Applications by organizations outside these boundaries will be considered on their individual merits.
5.2 The Executive Committee may unanimously and for good reason terminate the membership of an Associate provided that the Associate shall have the right to be heard by the Executive Committee.
5.3 The Executive Committee may create any class of member they deem necessary and may determine what benefits or rights such members may have.
6. Executive Committee
6.1 The Executive Committee shall consist of the following:
President
Vice-President
Honorary Secretary
Honorary Treasurer
Immediate Past President
No more than sixteen other persons.
6.2 The Executive Committee may in addition appoint up to three co-opted members. Each appointment shall take effect from the end of the meeting at which the appointment was made unless the appointment is to fill a place which has not been vacated in which case the appointment shall run from the date when the post becomes vacant.
6.3 All members of the Executive Committee and any co-opted member must at all times be members of an Associate.
6.4 All the members shall retire from office together at the end of the Annual General Meeting next after the date on which they came into office.
6.5 The President, Senior Vice President and Vice President may serve a maximum of three consecutive years in each position but must be elected annually.
6.6 On completing his/her term of office the President will remain a voting member of the Executive Committee for a period not exceeding two years.
6.7 The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment of a member.
7. Meetings and Proceedings of the Executive Committee
7.1 The Executive Committee shall hold at least two ordinary meetings a year. A special meeting may be called at any time by the President or by any five members of the Executive Committee upon not less than fourteen days’ notice being given to the other members of the Executive Committee of the matters to be discussed. All notices must be given in writing or by email. In addition a Delegates’ meeting will be held once a year at which two nominated delegates from each Associate may attend in addition to the members of the Executive Committee.
7.2 The President shall act as Chairman at meetings of the Executive Committee and at the Delegates’ Meeting. If the President is absent from any meeting the members of the Executive Committee present shall choose one of their number to be Chairman of the meeting before any other business is transacted.
7.3 There shall be a quorum when at least nine Executive Committee members are present at the meeting.
7.4 The Executive Committee shall keep minutes, appropriately recorded and archived, of the proceedings at meetings of the Executive Committee and any sub-committee.
7.5 The Executive Committee may from time to time make or alter rules, standing orders or regulations but no rule, standing order or regulation may be made that is inconsistent with this Constitution.
7.6 The Executive Committee may appoint one or more advisory or sub-committees of the Executive Committee for the purpose of supervising or performing any function or duty that in the opinion of the Executive would be more conveniently undertaken or carried out by a sub-committee. The Executive Committee shall lay down terms of reference and require the sub-committee to report fully and promptly any acts or decisions taken by the sub-committee.
7.7 The Executive Committee shall elect four members as delegates to the Photographic Alliance of Great Britain.
8. Receipts and Expenditure
8.1 The funds of the Association, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Association at such bank or building society as the Executive Committee shall from time to time decide. The Association may operate more than one bank account. All cheques drawn on the Association’s bank account must be signed by two members of the Executive Committee.
8.2 The funds belonging to the Association shall be applied only in furthering the objects.
9. Annual General Meeting
9.1 An Annual General Meeting of the Association shall be held each year within three months of the end of the Association’s financial year or as soon after as is practicable.
9.2 Every Annual General Meeting shall be called by the Executive Committee. The Honorary Secretary shall give at least 28 days’ notice of the meeting in writing or by email to the named Secretary of each Associate. Every Executive Committee member and two Delegates from each Associate will be allowed to attend and to vote provided that the names of the Delegates have been given to the Honorary Secretary before the commencement of the Annual General Meeting.
9.3 The President of the Association then in office shall be the Chairman of each Annual and Special General Meeting but if he/she is not present the persons present shall appoint a Chairman of the meeting before any other business is conducted.
9.4 The Executive Committee shall present to each Annual General Meeting the report and audited accounts for the preceding financial year. The meeting shall elect an Honorary Auditor who shall not be a member of the Executive Committee.
9.5 Nominations for election to the Executive Committee must be made by an Associate or a member of the Executive Committee in writing or by email and must be in the hands of the Honorary Secretary at least 14 days before the Annual General Meeting. The person nominated must confirm in writing or by email his or her willingness to stand. Should nominees exceed vacancies election shall be by ballot.
10. Special General Meetings
10.1 The Executive Committee may call a Special General Meeting of the Association at any time if at least five members of the Executive Committee or five Associates request such a meeting in writing or by email stating the business to be considered. The Honorary Secretary shall call such a meeting. At least 28 days’ notice must be given and the notice must state the business to be discussed.
10.2 Every Executive Committee member and two Delegates from each Associate will be allowed to attend and to vote provided that the names of the Delegates have been given to the Honorary Secretary before the commencement of the Special General Meeting.
11. Procedure at General Meetings
11.1 The Honorary Secretary or other person specially appointed by the Association shall keep a full record of proceedings at every meeting of the Association.
11.2 There shall be a quorum when at least 25 members and/or Associate delegates are present at any General Meeting.
11.3 If after 30 minutes from the time stated for the commencement of the meeting there is still insufficient members present to form a quorum, the meeting shall be adjourned to another time. The adjourned meeting shall take place within 42 days of the date of the original meeting, or as soon after as is practicable.
11.4 If at the adjourned meeting there are insufficient members present to form a quorum, the meeting will proceed after a delay of 30 minutes unless sufficient members are present before that time to form a quorum.
12. Notices
12.1 Any notice required to be served upon any member or Associate shall be in writing or by email and shall be served by the Honorary Secretary to the member or Associate at their last known postal or email address and any letter or email so addressed shall be deemed to have been received within 7 days of posting or emailing.
13. Voting
Every Executive Committee member and each Associate Delegate shall have one vote on any resolution on which he or she is entitled to vote. An Executive Committee member who is also an Associate Delegate and vice versa will have only one vote. Every resolution shall be decided by a majority of votes by those present and entitled to vote on the matter but in the case of a tied vote the Chairman of the meeting shall have a second and casting vote.
14 Alteration to the Constitution
The Constitution may be altered by a resolution supported by not less than two thirds of the members present and voting at a General Meeting. The notice of the General Meeting must include notice of the resolution, setting out the terms of the alteration proposed.
15. Dissolution
If the Executive Committee decides that it is necessary or advisable to dissolve the Association it shall call a meeting of all members and Associates. 28 days’ notice of the meeting shall be given and the notice must state the terms of the resolution to be proposed. If the proposal is supported by two-thirds of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other institution or institutions having objects similar to the objects of the Association as the members may determine.
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