Constitution

Ipswich Arts Association Constitution 
This document formally sets out the structures and aims of the Association.

1. Name 
The name of the Association shall be the Ipswich Arts Association (hereafter called ‘the Association’).

2. Objects 
The main objects of the Association shall be to maintain, promote and develop the practice, understanding and appreciation of the arts among the people of Ipswich, and for this purpose:-

(a) to act as a co-ordinating body for organisations and individuals, both amateur and professional, in the furtherance of activities which promote the objects of the Association in the Ipswich area; and to provide means for liaison between such organisations and individuals and local statutory bodies and other arts bodies;

(b) to present or help in presenting public concerts, dramatic perfromances, recitals, arts exhibitions, lectures, arts festivals and other similar events;

(c) to provide or assist in providing means for bringing to the attention of the people of the Ipswich area the activities of organisations and individuals engaged in all fields of the arts;

(d) to further the work of charitable institutions existing or to be formed for the promotion of any of these objects.

3. Membership 
The membership of the Association shall be as follows:

(a) Town Members shall be Organisations and Societies mainly domiciled or carrying out their business within the boundaries of the Borough of Ipswich, and whose objetcs are similar to those of the Association as set out in clause 2 of this Constitution. Each such Organisation and Society shall be entitled to appoint each year one voting representative to all General Meetings of the Association;

(b) Country Members shall be Organisations and Societies mainly domiciled or carrying out their business outside the boundaries of the Borough of Ipswich, and whose objetcs are similar to those of the Association as set out in clause 2 of this Constitution. Each such Organisation and Society shall be entitled to appoint each year one voting representative to all General Meetings of the Association;

(c) Individual Members shall be individual persons who support the objects of the Association as set out in clause 2 of this Constitution and the work of the Association. Each such person shall be entitled to attend all General Meetings of the Association as a voting member;

(d) Ipswich Borough Council Members. The Ipswich Borough Council shall be entitled to appoint three members as representatives to serve as members of the Association for such period as the Cou8ncil may decide. Such members shall be entitled to attend all general meetings of the Association as full voting members;

(e) Suffolk County Council Members. The Suffolk County Council shall be entitled to appoint two members as representatives to serve as members of the Association for such period as the County Council may decide. Such members shall be entitled to attend all General meetings of the Association as full voting members;

(f) Patron members. Any individual or organisation which supports the objects or work of the Association may, at the discretion of the membership of the Executive Committee of the Association, be admitted to Patron membership of the Association on such terms as the Association shall decide from time to time but such members shall not be entitled to vote at General Meetings of the Association except as may be provided in Clause 5 paragraph (d) of this Constitution.

4. Meetings of the Association
The full membership of the Association will have the duty to decide the policies of the Association within the objects as laid down in Clause 2 of this Constitution, together with such other business as may be assigned from time to time, at General Meetings of the Association.

(a) General Meetings

(i) The Annual General Meeting of the Association shall be held each year at such time (not being more than fifteen months after the holding of the previous Annual General Meeting) and take place as the Executive Committee shall determine. At least twenty-one clear days’ notice in writing shall be given by the Secretary to the members At the Annual General Meeting the business shall include the election of a Chair and other honorary Officers, the election of the Executive Committee, the appointment of Auditors, and the consideration of an annual report of the work done by and under the auspices of the Association and of audited accounts;

(ii) Ordinary General Meetings of the Association shall be held not less than twice every twelve months at such intervals and at such times as the members shall decide from time to time. Fourteen days’ notice of such Meetings together with notice of the business which it is proposed should be transacted at the meeting shall be given by the Secretary

(iii) An Extraordinary Meeting shall be called at fourteen clear days’ notice in writing upon demand of fifteen members, or by the Chair, or by the Executive Committee.

(b) The procedings of the Association shall not be invalidated by any failure to appoint or any defect in the appointment, election or qualification of any member.

5. Officers 
(a) The following honorary Officers shall be elected at the Annual General Meeting:-

(i) The Chair of the Association

(ii) The Secretary

      (iii) The Treasurer
    (iv) Such other Officers as the Association may from time to time decide;

(b) The honorary Officers shall be members of the Executive Committee as described in Clause 6 and ex-officio members of all sub-committees of the Association, except where the Association or Executive Committee shall decide otherwise;

(c) the Chair and other honorary Officers shall retire each year but shall be eligible for re-election;

(d) notwithstanding that the Chair of the Association and honorary Officers may vote at General meetings or at meetings of the Executive Committee or Sub-committees by virtue of their office, the persons elected to such offices may be so elected whatever their class of membership of the Association they hold, whether that class of membership carries full voting rights or not.

6. Executive Committee
(a) There shall be an Executive Committee whose duty it shall be to carry out the general policy of the Association, and subject to any conditions imposed from time to time by the Association, to provide for the administration, management and control of the affairs of the Association;

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

(c) the Executive Committee shall consist of 13 members of whom:

(i) 3 shall be the Chair of the Association, the Secretary of the Association and the Treasurer of the Association;

(ii) 5 shall be members of the Association elected at the Annual General Meeting of the Association;

(iii) 3 shall be the Ipswich Borough Member representatives;

    (iv) 2 shall be the Suffolk County Council Member representatives;

(d) the Chair, the Secretary and the Treasurer of the Association shall serve on the Executive Committee in the like capacities;

(e) the Executive may elect a Vice-Chair from among its members;

(f) casual vacancies may be filled by Executive Committee nominees until the next Annual General Meeting;

(g) in addition to the elected and ex-officio members, the Executive Committee may co-opt not more than 5 persons who need not be members of the Association;

(h) the Executive Committee may delegate any of its powers to Sub-committees, and such Sub-committees may be given powers to co-opt;

    (i) minutes of Sub-committee meetings shall be circulated with the agenda of the next following meeting of the Executive Committee, and shall be considered by the Executive Committe as an integral part of the agenda;

(k) the Executive Committee may invite officers from statutory autghorities and other bodies as observers at their metings as and when they see fit.

7. Quorum
(a) The quorum at a General Meeting of the Association shall be 12 members of whom two-thirds shall be from categories 3(a) and 3(b);

(b) The quorum at a meeting of the Executive Committee shall be 6 members of whom 4 shall be elcted members or Officers of the Association;

(c) In the event of a quorum not being present ata meeting of the Association or the Executive Committee, the Chair shall call a further meeting giving notice that the quorum of such meeting shall be the number present.

8. Finance
(a) The Association shall have the power to raise money by means of subscriptions from participating authorities, organisations, individuals, donations or legacies, grant aid from statutory authorities, loans or other sources;

(b) the income of the Association, wheresoever derived, shall be applied solely towards the promotion of the purposes of the Association as set forth herein, providing that nothing herein shall prevent the repayment of reasonable out-of-pocket expenses of any Oficer or member incurred in good faith for, on behalf of and in the objects of the Association.

9. The Association’s Year and Audit
The Association’s year shall run from 1 September to 31 August. The accounts of the Association shall be audited once a year by a qualified auditor to be appointed at the Annual General Meeting.

10. Alterations to the Constitution
A resolution for the alteration of the Constitution of the Association shall be received by the Secretary of the Association at least 21 days before the meeting at which the resolution is to be brought forward. At least 14 days’ clear notice in writing of such a meeting shall be given by the Secretary to the members and shall include notice of the alterations proposed. Alterations to the Constitution shall require the assent of not less than two-thirds of the members present and voting, provided that no alteration to caluse 2 (Objects), clause 10 (Alterations to the Constitution) or clause 11 (Dissolution) shall be made without the prior approval of the Charity Commissioners, and no amendment, deletion or addition may be made the effect of which would cause the Association at any time to cease to exist.

11. Dissolution 
The Association 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 Association of which at least 21 days’ notice shall have been sent to all members of the Association. Such resolutions may give instructions for the disposal of any assets held by or in the name of the Association, provided that if any property remains after the satisfaction of all debts and liabilities such property shall not be paid to or distributed among members of the Association but shall be given or transferred to such other charitable institution or institutions having objects similar to some or all of the objects of the Association as the Association may with approval of the Charity Commissioners or other authority having charitable jurisdiction determine.

12. Codicil
In the event that the Association ceased to exist, the Charter Hangings should be placed in the care of a specially created Trust. The copyright of the Hangings remains with Isabel Clover. The Trust would ensure the Charter Hangings are maintained and protected and never separated but kept on public display together. Any monies raised from the sale of any items connected with the Charter Hangings such as postcards or books should go to the Trust.