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Terms and Conditions - English Ceramic Circle


1 Name

The name of the Society is ‘The English Ceramic Circle’ (‘Circle’)

2 Administration
Subject to the matters set out below the English Ceramic Circle and its property shall be administered and managed in accordance with these rules by the members of the Committee, as constituted by rule 8.

3 Objectives
The objectives of the Circle are:

To advance the public knowledge and appreciation of ceramics and enamels manufactured, decorated, or used in the British Isles.
To promote research and study in all matters relating to ceramics and enamels manufactured, decorated, or used in the British Isles and to disseminate the useful knowledge gained for the public benefit.
4 Powers In furtherance of these objectives but not otherwise, the Committee may, at its discretion, exercise the following powers:

a) Raise funds, invite and receive contributions provided that in raising funds the Committee shall not undertake any permanent trading activities and shall conform to any relevant requirements of the law.

b) Publish in the Transactions of the Circle (‘Transactions’) papers read at the meetings of the Circle, edited where necessary. Other suitable material may also be published in Transactions or as a separate publication.

c) Arrange events alone or in co-operation with other organisations.

d) Make grants out of the Circle’s funds in furtherance of the objectives. e) Organise visits to both public and private collections.

f) Hold, promote or assist in the sponsorship of relevant exhibitions including the cost of preparing or printing a catalogue.

g) Apply sums from the funds of the Circle for or towards the preservation, acquisition or restoration of relevant material.

h) Promote friendly association among the members

i) Do all such other lawful things as are necessary or useful for the achievement of the objectives.

5 Membership

a) Membership of the Circle shall be open to any person interested in furthering the objectives and who has paid the annual subscription.

b) Single, joint or institutional membership is available. Institutional membership of the Circle is available to museums, libraries, learned societies, corporate bodies with an interest in ceramics, educational establishments and similar organisations.

c) The Committee may, at its discretion, reject an application for membership.

d) The Committee may elect any member as an honorary member at its discretion, on such terms as the Committee may decide.

e) Members who, after two reminders, still neglect to pay their subscription shall be considered to have resigned from the Circle. Reminders may be issued by letter or by email.

f) The Committee may for good reason and by unanimous vote terminate the membership of any individual or institution, provided that the member shall have the right, accompanied by a friend, to be heard by the Committee before a final decision is made.

g) At meetings or social gatherings held under the aegis of the Circle, unless expressly organised by the Committee as an event bringing financial benefit to Circle funds, members may not buy, sell or barter ceramics or enamels.

6 Meetings

a) The Circle shall aim to meet at least eight times a year, on a regular basis.

b) An institutional member is entitled to send two representatives to attend each meeting

c) Members may occasionally invite guests to meetings, subject to the prior notification to the Meetings Secretary. No guests may be invited to the Miscellany Meetings (i.e. meetings where members are invited to bring pieces for discussion and attribution) or to an AGM/EGM (but guests shall be entitled to attend any lectures which are given before or after an AGM or EGM).

7 Subscriptions

a) Each member, except honorary members, shall pay an annual subscription.

b) The Committee is empowered to fix the rates of subscription.

c) The first subscription is payable on commencement of membership. Subsequent subscriptions are due on the first day of each November (the start of the Circle’s financial year). Members who join the Circle and subscribe for the first time on or after 1st June in any year shall receive an extended first subscription expiring on 31st October of the following year.

d) Members’ subscriptions shall entitle them to receive one copy of any Transactions published during the Circle’s financial year in which their subscription is paid, or in the case of an extended first subscription, published in the financial year commencing on the next 1st November.

e) The Committee is empowered to operate bank accounts in the name of, and on behalf of, the Circle. Three members of the Committee should have signing authority.

8 Committee

a) There shall be a Committee of not more than fifteen members (subject to Rule 8e).

b) The Committee shall have the power to appoint a sub-committee for any purpose. Any sub-committee will report back to the full Committee.

c) The Committee will appoint from its members the President (see 9d1 below) and any other officers as required.

d) Officers other than the President may be appointed by the Committee to such roles as may be appropriate, including but not limited to the roles of Membership Secretary, Treasurer, Webmaster, Librarian, and Editor. The Committee shall be responsible for deciding which roles are to be defined for the purposes of this rule. Some Committee members may not be required to fulfil a defined role. No member of the Committee shall serve in the same defined role for a period exceeding six years unless in exceptional circumstances the Committee have voted to extend such term just prior to the expiry of the six year period. A Committee member whose defined role is not extended may, unless resigning or being removed under sub paragraph i) hereof, take up another defined role or remain on the Committee with no defined role.

e) The President of the Circle may not remain in office after serving two successive three-year terms and shall retire from the post. At the expiry of the two terms the Committee shall elect a new President subject to such confirmation at the next AGM. However, unless retiring from the Committee or being removed under rule 8h above, nothing shall prevent the retiring President from serving again as President if appointed by the Committee to fill a vacancy at least three years after retiring from the post. Any such re-appointment shall be subject to this same rule.

f) The term of office of the President and of other Committee members in defined roles will end if they are not re-elected at any Annual General Meeting in accordance with Rule 9d below.

g) The Committee may co-opt no more than three members (even if they are additional to the fifteen allowed under Rule 8a) to serve ad-hoc until the next AGM at which time they may be proposed for election and, by retirement or otherwise, the Committee shall then be reduced to not more than fifteen members.

h) The President or any two members of the Committee may call a Committee Meeting. Subject to Rule 8 (i) below, at least seven days’ notice of a Committee meeting shall be given to all Committee members (provided that a meeting may be held on shorter notice with the consent of all Committee members). The Committee should meet as often as required.

i) The quorum at all Committee meetings shall be four. In the absence of the President, members attending the meeting shall appoint a Chairman. Decisions may be taken by a majority of those present.

j) Any Committee member attending fewer than half the number of Committee meetings (as called under rule 8f) in any year may be required to resign from the Committee.

k) Any Committee member may be removed by a vote of no confidence, passed with a majority of at least two-thirds of the full Committee, provided that any such person shall have received not less than fourteen days’ notice of the resolution to remove such a member.

l) The Committee shall be entitled to elect a retiring Committee member as an Honorary Vice President in recognition of their outstanding contribution to the Circle.

m) No member of the Committee shall acquire any interest in property belonging to the charity (otherwise than as a trustee for the charity) or receive remuneration or be interested (otherwise than as a member of the Committee) in any contract entered into by the Committee.

9 The Annual General Meeting (AGM)

The Annual General Meeting (AGM) will normally be held during April, the objectives being, inter alia:

a) To receive reports on the activities of the Circle.

b) To approve the accounts of the Circle and to appoint an Independent Examiner or Auditor (in accordance with current charity regulations) for the following year.

c) To discuss resolutions. A member wishing to move a resolution at the AGM shall give notice thereof in writing to the Secretary of the Meeting not less than six weeks’ before the date of such meeting.

d) To elect the members of the Committee for the ensuing year:

d1) The President of the Circle is appointed for a term of three years, subject to confirmation by members voting at the next AGM.

d2) All Committee members are elected for a maximum of three years. At each AGM, elections shall be held for at least three vacancies on the Committee. Such vacancies may arise from resignation or expiry of term of Committee Members (including the President and other office holders) or from other causes. If six weeks prior to the AGM, fewer than three vacancies on the Committee have arisen, the number of vacancies must be made up to three by the resignation of one or more Committee Members (resigning members may stand for re-election). Such resigning Committee Members shall be those, excluding the President, who have served longest since last being elected or re-elected. If the choice falls between Committee Members who have served equally long since last being elected, lots shall be drawn to decide which must resign

d.3 Any Circle member may nominate other members for election to the Committee, provided that each nomination is signed by at least two members of the Circle. Such nominations, together with the written consent of the nominee to act, should be received by the Secretary of the meeting at least six weeks’ prior to the AGM.

d.4 If a position on the Committee is contested (i.e. there are more candidates than vacancies) members due for retirement as well as the new candidate(s) may submit themselves for election. In such an event, the candidates with the highest number of votes shall be deemed elected.

d.5 In the event of there being no new nominations, the retiring Committee members shall continue in office, if willing to serve.

d.6 The newly elected Committee will take office immediately after the AGM.

d7) The Committee shall ensure that a minute book of the proceedings at all AGMs and EGMs is kept

10 Extraordinary General Meeting (EGM)

a) An EGM may be called at any time by the Committee or in response to a motion signed by fifty members of the Circle.

b) Not less than six weeks’ notice in writing (from the date of posting by first class mail or airmail or the date of sending an email or electronic message, or other appropriate means) shall be sent to each member outlining the purpose for which the meeting is called.

c) An EGM will only discuss the issue(s) set out in the motion(s).

11 Winding Up

a) A motion proposing the winding-up of the Circle must be subscribed by at least 25% of the existing membership and lodged with the President

b) The President shall thereupon convene an Extraordinary General Meeting to consider the motion giving not less than six weeks’ notice in writing to all members. The quorum at the AGM or EGM shall be twenty members. The Chairman of the meeting will determine the manner of voting

c) The motion must be passed by at least two-thirds of those members voting.

d) In the event of the winding-up of the Circle, any surplus assets shall be distributed in such manner which, so far as possible, shall promote the objectives for which the Circle was formed and which shall have been specified in the winding-up resolution, subject to the necessary approval of the Charity Commissioners

12 Conduct of and Voting at an AGM or EGM

a) The President (or the President’s nominee) shall take the Chair.

b) Fully paid-up single and institutional members have one vote. Fully paid-up joint members have two votes. Honorary members have one vote. In the event of an election for the Committee, each Circle member shall have one vote for each vacancy.

c) The quorum at the AGM or EGM shall be twenty members.

d) The Chairman of the meeting will determine the manner of voting.

13 Rule changes

a) The present rules may be altered by a vote of two-thirds of the members voting in person at an AGM or EGM or by way of proxy duly appointed in accordance with Rule 13b.

b) Members not attending the AGM/EGM may appoint the Chairman of the meeting to vote on their behalf in respect of rule changes. Instructions so to act, together with voting intentions, must be received in writing (or by email) by the President or the Secretary of the meeting at least 48 hours before the meeting. Any instructions considered incomplete or ambiguous by the Chairman will be disregarded.

c) Rule changes come into effect immediately after the end of the AGM or EGM

d) Not less than twenty-one days’ notice in writing (from the date of posting by first class mail or airmail or the date of sending an email or electronic message, or other appropriate means) of the proposed rule changes shall be given to members by the Secretary of the meeting.

The above Rules took effect from 19th March 2016