Constitution

SOCIETY OF EQUESTRIAN ARTISTS
CONSTITUTION
[Adopted as amended on 19 August 1985 and as further amended by Resolution of the Society at its Annual General Meeting on 16 May 1999. and as further amended  by the resolution of the Society at its AGM on 22nd April 2012]

1. NAME
The Society shall be called the Society of Equestrian Artists.

2. DEFINITIONS
In this Constitution –
(i)     “The Society” shall mean “The Society of Equestrian Artists, registered charity No. 294729”.
(ii)   “The Committee” shall mean the Committee of Management referred to in Clause 12.
(iii)   “Member” shall mean a member in any of the classes of membership specified in Clause 5.
(iv)   Words denoting the masculine gender shall be deemed to include the feminine.
(v)   Words in the singular shall include the plural and words in the plural shall include the singular.

3. OBJECTS AND POWERS
(a)   The Society is established to promote the practice of equestrian painting and sculpture and to advance public education and appreciation of this art.
(b)    In furtherance of the above objects but not otherwise the Society may –
(i)   arrange public exhibitions of the works of its members;
(ii) encourage through mutual criticism, discussion and example, the highest levels of artistic competence among its members;
(iii) raise funds through membership subscriptions and otherwise;
(iv) produce catalogues and other publications;
(v) hold meetings, lectures and classes; and
(vi) do all such other lawful things as are necessary to further the said objects.

4. APPLICATION OF FUNDS
(i)   All moneys received by way of membership subscriptions, fees, levies, donations, sales of catalogues, rules, or otherwise, shall be applied in carrying out the objects of the Society;
(ii) Without prejudice to any civil or criminal proceedings, any officer or member found to have misapplied any funds of the Society shall immediately be suspended from office and/or membership of the Society pending enquiries to be made by the Committee or such panel of members as may be appointed by the Committee (or the Chairman of the Committee) for the purpose of making recommendations to the Committee. The officer or member concerned shall be given the opportunity to make representations to and to appear before the Committee or Panel. After enquiry, or if no enquiries are possible, the Committee (acting, if appropriate, on consideration of the recommendation of the Panel) may debar the officer from resuming office or exclude the member from membership of the Society, or both.

5. MEMBERSHIP
(i)   There shall be the following classes of member: Founder Members (named in clause 7(i)); Full Members; Associate Members; and Friends. In addition, there may be a President, one or more Vice-Presidents, and one or more Patrons.
(ii) Particulars of the advancement of members within classes and of new members shall be routinely reported to the Committee.
(iii) The officers of the Society (specified in Clause 13) shall be elected at a General Meeting by a majority of the members present and entitled to vote. Their tenure of office shall be for three years, with eligibility for re-election for a further term of three years. Retirement shall be effective on the dissolution of the Annual General Meeting at which the term of office expires. On failure of such election those last appointed shall, unless otherwise disqualified, continue in office.
(iv) Honorary Members (including the President and Vice-Presidents) shall be such persons who can make or who have made, some special service to the Society, which the Society wishes to recognise by this means. They shall be elected by the Committee for such period and on such conditions as the Committee shall determine. Their voting rights shall accord with their previous membership status, if any

6. PRIVILEGES OF MEMBERS
(i)   Exhibition of Work: Members of all classes shall be entitled to submit works for consideration for hanging at the Society’s exhibitions subject to any General or Special Rules that the Committee may lay down.
(ii) Post-nominal letters: Full Members shall be entitled to use the letters “S.E.A.” following their names and Associate Members may use the letters “A.S.E.A.
Subject to the foregoing, the Committee shall determine the rights and privileges of all classes of members.

7. QUALIFICATIONS AND METHOD OF ADMISSION OF MEMBERS
(i)   Founder Members: The Founder Members of the Society were: John L Baker, Leslie Charlotte Benenson, Neil Cawthorne, Tom Coates, Joanna Daniell, Norman Hoad, Gillian Hoare, John King, L J Morris and Susie Whitcombe.
(ii) Full Members: Associate Members and others considered by the Committee to be of exceptional merit are eligible to be considered for promotion to Full Member in accordance with the prevailing Promotions Procedures of the Society as agreed by a majority vote in General Meeting.
(iii) Associate Members: Friends of the Society shall be eligible for promotion to Associate Member in accordance with the prevailing Promotions Procedures of the Society.
(iv) Friends: Unless otherwise disqualified, any person who supports the objects of the Society may become a Friend upon completion of the Society’s application form and payment of the subscription for this class of membership.

8. SUBSCRIPTIONS AND FEES
(i)   Every Full Member, Associate Member and Friend of the Society shall pay an annual subscription.
(ii) The subscription year shall commence on the first day of January in every year, but the subscription of any member joining after the first day of November may cover a period of up to fifteen months, provided always that the member does not wish to submit work for hanging in an exhibition being held between the date of joining and the 31st of December in that year.
(iii) The Committee shall undertake an annual review of the subscriptions and shall fix the rate for the ensuing year. The subscription rates may be different for different classes of membership and special subscription rates may be determined for overseas or country membership.
(iv) The subscription rates, which may be different for the different classes of membership, shall be notified to the Annual General Meeting.
(v) A member of any class will have his status revoked if the Annual Subscription has not been paid and will not be eligible to submit work for exhibition nor participate in any activity of the Society whilst he is in default.
(vi) In addition to the membership subscription, the Committee shall have power to impose entrance fees and hanging fees for work submitted for exhibition.

9. CONDUCT OF MEMBERS
All members are required to support the objects and interests of the Society and maintain its reputation and standing.
In case the conduct of any Member shall, in the opinion of the Committee, or any seven Members thereof, who shall certify the same in writing to the Secretary, be injurious to the interests of the Society, the Committee shall be empowered after enquiry, during which the Member shall be offered an opportunity to state his case to the Committee or to a Panel of Members appointed by the Committee, to recommend in writing to such Member to resign. If such Member shall not resign within fourteen days of the date of such recommendation, the Committee may then call an Extraordinary General Meeting. If such meeting agree by ballot, by a majority of two-thirds of the members present and voting, for the expulsion of such Member, he shall cease to be a Member of the Society, but, nevertheless, shall be responsible for any arrears.

10. CHANGE OF RESIDENCE OF MEMBERS
Members shall notify the Secretary of any change of address of their residence.

11. GENERAL MEETINGS
(i)   The Society shall in each calendar year hold a General Meeting as its Annual General Meeting.   This Meeting to be held at such time and in such place as may be determined by the Committee, and shall be held not more than fifteen months after the last preceding Annual General Meeting.
(ii) An Extraordinary General Meeting shall be held whenever and wherever the Committee think expedient, or whenever seven Full Members or Associate Members so request in writing delivered to the Secretary.
(iii) Twenty-one days notice shall be given of the Annual General Meeting and fourteen days notice of any Extraordinary General Meeting. The Notice shall state the business to be transacted at such meeting and shall be given to every member in writing, left at or posted to his last known address.
(iv) At all general meetings ten members shall form a quorum.
(v) Subject to the limitations specified in Clause 6 (iii) of this constitution, every Member present in person shall have one vote. Voting at all general meetings shall be by show of hands unless the person taking the chair shall otherwise direct. Voting by proxy is not allowed.

12. THE COMMITTEE OF MANAGEMENT
(i)   The Society shall have a Committee of Management, comprising the Chairman, Treasurer and, if the Committee of Management deems appropriate, the Secretary and not more than a total of ten further committee members who shall include not less than two Full Members and wherever possible two Associate Members. The members of the Committee, including the Chairman, Treasurer and, where appropriate, the Secretary are the Trustees of the Society and all have voting rights at meetings of the Committee of Management. Except as provided in Clause 14 of this Constitution, they shall be elected at the Annual General Meeting.
(ii) The Committee shall meet on such days and hours as may be convenient. The Chairman of the Society, or another member of the Committee, shall preside. Four members (two of whom shall be Full Members) shall form a quorum. The Committee shall have full power to superintend and conduct the business of the Society according to the rules thereof, and shall in all things act for and in the name of the Society. Every question shall be decided by a majority of votes, and if the votes are equal the Chairman or person presiding at the Meeting shall have a casting vote in addition to any vote he may have as a member. Any five members of the Committee may call an special meeting thereof by giving seven clear days’ notice in writing to the Secretary, but at such special meeting no other business than that specified in the notice shall be taken into consideration.
(iii) Providing there are candidates for election to the Committee within the classes of members specified, two members of the Committee shall offer their resignation every year; with any acceptance of resignations being in order of the longest serving member first. A committee member so retiring shall not be eligible for re-election until after the expiration of one year from his retirement.

13. OFFICERS
(i)   The Chairman: The Chairman shall be elected and hold office in accordance with the provisions of clause 5(iii) of this constitution.
(ii) The Treasurer: The Treasurer shall be elected and hold office in accordance with the provisions of clause 5(iii) of this constitution. He shall take charge of the funds of the Society and pay all demands when ordered to do so by the Society, or by the Committee or by the Chairman and Secretary for the time being. He shall not pay any money without written authority signed by the Chairman and Secretary or another officer in the case of incapacity of the Chairman or the Secretary.
He shall produce all books, documents, property and money of the Society in his possession and render a full and clear account at each audit and whenever required by resolution of the Society or of the Committee. He shall also give up all books, documents, moneys and property of the Society in his possession when required to do so by a resolution of the Society or of the Committee.
(iii) The Secretary shall either be appointed or elected and hold office in accordance with the provisions of clause 5(iii) of this constitution. He shall on all occasions in the execution of his office act under the superintendence, control and direction of the Committee. He shall summon and give due notice of all meetings of the Society and of the Committee and keep the documents and papers of the Society in such a manner and for such purposes as the Committee may direct. He shall attend all meetings of the Society and of the Committee and shall record the proceedings of meetings and the attendance thereat (so far as this is reasonably practicable in respect of General Meetings). He shall receive proposals for admission to the Society; he shall forthwith hand over all moneys received by him to the Treasurer. He shall produce all books, documents, property and money of the Society in his possession whenever required by resolution of the Society or of the Committee. He shall also pay over all moneys and give up all books, documents and property belonging to the Society when ordered to do so by a resolution thereof or of the Committee.
In relation to Clause 13(ii) above, the Secretary shall not be a party to the authorization of any honorarium or expenses paid or reimbursed to the Secretary.

14. DISQUALIFICATION/REMOVAL FROM OFFICE
(i)   No person who is a minor shall be elected to any office.
(ii) Any officer or member of the Committee may be removed by resolution of an extraordinary general meeting, which may proceed to fill the vacancy.
(iii) In case any officer shall die, resign, be removed or become unfit or incapable to act, the Committee may at any time appoint a person to fill the vacancy until the next Annual General Meeting, unless the vacancy is previously filled at an Extraordinary General Meeting.

15. BYE LAWS AND SUBSIDIARY BODIES
The Committee shall have power to make Bye Laws not inconsistent with this constitution, and shall have power to appoint sub-committees for any purpose which to the Committee seems expedient, and shall have power to appoint selection committees, hanging committees and judging panels in connection with the Society’s exhibitions, consisting of such persons (not being less than three) as the Committee shall determine.

16. MINUTES
The minutes of meetings shall be authenticated by the signature of the Chairman (or person presiding) at the next succeeding meeting, and any such minute, duly signed, shall be regarded as conclusive evidence of the facts therein stated.

17. ACCOUNTS
(i)   The Committee shall cause proper accounts of the Society to be kept by the Treasurer.
(ii) It shall be the duty of the Treasurer and the Secretary to keep a copy of the balance sheet for and on behalf of the Committee.

18. INSPECTION OF BOOKS
The Committee shall cause the books to be available for inspection by any member or person having interest in the funds of the Society at all reasonable hours at such place as may be determined by the Committee or the Chairman acting on behalf of the Committee, and it shall be the duty of the Treasurer or Secretary, as appropriate, to produce them accordingly.

19. AUDIT
The Society shall in each year of account arrange for the Society’s accounts to be audited in accordance with not less than the minimum requirements of the Charities Acts and/or the current relevant Statement of Recommended Accounting Practice.
 
20. ANNUAL RETURN
The Secretary shall supply to every member or person interested in the funds of the Society on his application either a copy of the last annual return or a balance sheet or other document duly audited containing the same particulars relating to the affairs of the Society as are contained in the annual return together with a copy of the report of the auditor on the annual return or his report on the balance sheet or other document supplied in lieu of the annual return. A charge may be made.  

21. NOTICES
All summonses and notices shall be deemed to have been duly served if addressed to the member or person for whom they are intended at his last known address and delivered at or sent by post to that address.

22. COPIES OF RULES
On demand, the Secretary shall deliver by post a copy of the constitution and bye laws made thereunder to any person so requesting them on payment of such charge as may be appropriate.

23. AMENDMENTS
Amendments to this Constitution may be made by the positive votes of at least two-thirds of the members present and voting at a general meeting. No amendments shall be made to Clause 3, this Clause or Clause 26 without the prior written approval of the Charity Commissioners and no amendments shall be made which would cause the Society to cease to be a charity at law.

24. EXPENSES OF OFFICERS
The Society may reimburse the Chairman, Treasurer, Secretary and the Editor of its Newsletter for travel and other incidental expenses incurred by them in the execution of the Society’s business.

25. INDEMNITY
Without prejudice to any indemnity to which a Trustee may otherwise be entitled, every Trustee, Secretary, auditor or other officer of the Society shall be entitled to be indemnified out of the assets of the Society against any liability incurred by him in that capacity.

26. DISSOLUTION
The Society may be dissolved by the positive votes of at least two-thirds of the members present and voting at a meeting specially called for the purpose. Any assets remaining after the satisfaction of any proper debts shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Society as the Committee shall, with the approval of the Charity Commissioners, decide.

Link to S.E.A. Byelaws