Rules and Constitution of Scottish Arts Club
(as amended May 2015)
1. The Club shall be called “The Scottish Arts Club”.
2. The object of the Club shall be to promote the interests of the Arts in general, and social intercourse amongst its Members. The Arts includes, but is not limited to, painting, sculpture, architecture, design, music, literature, drama and film.
3. The Club shall consist of Ordinary Members, Honorary Members and other special classes of membership as provided for in the rules. Ordinary Members shall be of two classes, Professional and Lay.
4. The affairs of the Club shall be managed by a Council of thirteen members. The properties of the Club shall be vested in a body of Trustees, who shall give effect to the decisions of the Council for the time being in all matters relating thereto. The Trustees shall at no time exceed nine in number, or be fewer than five. No member of Council or Trustee shall be permitted to derive financial benefit from their post, nor may they serve concurrently as an employee of the Club.
1. Professional Members shall consist of Ladies and Gentlemen engaged in the vocation of Painting, Sculpture, Architecture, Design, Music, Literature or Drama or otherwise pursuing a vocation in the arts. Lay Members shall consist of Ladies and Gentlemen interested in the arts. Honorary Members shall be Ladies and Gentlemen who, possessing the foregoing qualification are, in the opinion of the Members, worthy of the distinction. There shall be Special Classes of Membership as set out in Rules 18 to 22 inclusive. No person under eighteen years of age shall be eligible for election as a Member of the Club. In the Rules which follow, words importing the masculine gender shall include the feminine.
2. The Council shall consist of a President, two Vice-Presidents, Honorary Secretary, Honorary Treasurer, Honorary Architect, Arts Convenor, House Convenor, Social Convenor and four additional Ordinary Members, two of whom should be Professional Members and two of whom should be Lay Members. One Vice-President and the Arts Convenor shall be a Professional Member and the other Vice-President a Lay Member; others may be either Professional or Lay, save that there shall be not less than three Professional Members of Council.
POWERS OF THE COUNCIL
3. The Council is charged with the executive conduct of the Club’s affairs.
ELECTION OF COUNCIL
4. (a) There shall be an annual election by ballot for membership of Council at the end of old business at the Annual General Meeting.
(b) Elections to the Council shall be annual. The President shall be eligible for re-election and shall hold office for a maximum of two consecutive years subject to paragraph (c) hereof; other members of Council shall be eligible for re-election and shall hold office for a maximum of four years after which they must stand down for one year before seeking re-election.
(d) In exceptional circumstances a President who has served for two consecutive years may be elected for a further period of one year on a motion carried by two-thirds of the professional members and two-thirds of the Lay Members present and voting.
NOMINATIONS FOR COUNCIL
5. (a) A Nomination List shall be posted on the Club notice board at least 28 days before the Annual General Meeting.
(b) The closing date for nominations is 14 days before the Annual General Meeting.
(c) A typed list of nominations, together with the names of proposers and seconders, shall be posted on the notice board at least 10 days before the Annual General Meeting.
(d) Vacancies occurring on Council between one Annual General Meeting and the next shall be filled up by Council until the next election, when the Vacancies shall be filled in the normal way.
MEETINGS OF COUNCIL
6. The Council will meet normally monthly, but as frequently as necessary. The quorum for meetings of Council will be seven.
7. (a) The Council may appoint Advisory Committees, permanent or ad hoc, for any purpose.
(b) The Lay Vice-President shall be the Convenor of the Membership Committee and the Honorary Treasurer Convenor of the Finance Committee. The Honorary Architect shall be Convenor of the Property Committee.
(c) At its first meeting the Council may designate members of the Council to assist the various convenors.
(d) The Council shall appoint a Member of the Club to be Keeper of the Club’s works of art, books and other artefacts. The Keeper shall look after these items in the Club and may make to the Council such proposals for their conservation or otherwise as he deems fit. The Council shall also appoint a Member of the Club to be the Club’s Librarian. The Librarian shall be responsible for the ordinary management of the Club’s library. The Keeper and the Librarian will hold office at the will of the Council.
8. The Council shall have power at any time to make, amend or rescind Bye-Laws for the proper regulation of the Club. Such Bye-Laws shall be in conformity with the Constitution and Rules of the Club, and shall be exhibited in the Club for the guidance of Members.
9. The Council may appoint a Manager and also a Secretary of the Club whose duties may include attendance at the Club, Council and Committee Business Meetings, and keeping Minutes thereof, as well as other duties determined by the Council, including the keeping of correct books and accounts to show the financial affairs and intromissions of the Club.
All cheques drawn on the Club’s bank accounts and withdrawals from the Club funds shall be signed by two Office-bearers or by an Office-bearer and the Manager. Electronic payments may be made by individuals previously approved by Council for this purpose where the payment has the prior written authorisation of two Office-bearers or by an Office-bearer and the Manager.
10. The Council shall have the power to appoint or dismiss any member of the Club staff. The Manager may carry power delegated by the Council to appoint or dismiss staff. In an emergency the President or either Vice President shall have full powers of appointment or dismissal, with the concurrence of two other members of the Council and the cognisance of the Club Secretary.
11. The Trustees shall be appointed by the Council of the Club. Each Trustee shall have been a member of the Club for not less than ten years at the time of his appointment. Each Trustee shall be at liberty to resign office at any time upon three months’ previous notice in writing to the Council, but shall otherwise hold office for five years or during the pleasure of the Council. At the end of a Trustee’s term of five years he may be invited in writing by the Council to continue to serve. The Trustees shall have the power to pledge the credit of the Membership and the assets of the Club in Club matters, as well as power of sale, power to sue and defend actions in the name of the Club, and power of compromise and submission. These powers shall only be exercised after the proposal to exercise any of them has been laid before Council and approved by the Council. Provided that, if the Council refuses approval, the Trustees and the Council may meet together, and if the Trustees’ proposal is approved by the majority of such a meeting, it shall be given effect to, but not otherwise.
A majority of the Trustees may act, and each shall be liable for his own actual intromissions only.
ANNUAL GENERAL MEETING
12. An Annual General Meeting of the Club shall be held not later than thirtieth of April in each year when the Council shall submit their report for the year with the Treasurer’s Statement of Accounts after which the Members of the Council shall be elected and any other business transacted.
Any Member who has not paid the amounts payable as his dues of membership in advance of any Annual or Special General Meeting shall not be entitled to vote at such meetings.
SPECIAL MEETINGS AND NOTICE THEREOF
13. The Council shall have power to call Special General Meetings of the Club, or Special Meetings of its Professional or Lay Members, when matters arise which seem to require their consideration. The Council shall also be required to call a Special General Meeting on a requisition to that effect being sent to the Secretary, signed by not fewer than twenty Members of the Club.
When a General or Special Meeting is called by the Council, Members must receive notice by circular; to be issued at least fourteen days prior to the date of such Meeting, and this circular shall state the purpose for which the meeting is called. It shall be competent nevertheless for any Member to propose a counter motion at such a General or Special Meeting without prior notice.
14. Twenty five shall form a quorum for all General Meetings, and fifteen for Special Meetings of Professional or Lay Members.
15. At all Meetings of the Club, or of its Council or Committees, the Chairman shall have, in the case of an equality of votes, a second or casting vote.
NOMINATION OF MEMBERS
16. Every candidate shall be proposed by a Member of the Club and seconded by another Member and the nomination may be endorsed by other Members. It shall be understood that the proposer, seconder and Members endorsing, vouch, from their personal knowledge of the candidate, that he is a fit and proper person to be a Member of the Club. The names and addresses of candidates, along with the names of their proposers and seconders, shall be exhibited in a conspicuous place in the Clubhouse for at least fourteen days before their election is considered by the Council,
ELECTION OF MEMBERS
17. The election of Members is vested in the Council and shall be conducted, by the show of hands, at any business meeting of the Council. The Secretary shall keep a register in which he shall enter the name of every Member with his usual designation, address, the names of his proposer and seconder, and the date of his election.
SPECIAL CLASSES OF MEMBERSHIP
18. The special classes of Membership (whether professional or lay) are Honorary, Affiliate, Overseas, Temporary, Student and Young Person.
None of these classes shall:
(a) have any voice in the management of the Club, by vote or otherwise save that Honorary Members who have been Ordinary Professional or Lay Members for 10 years or more may take part in discussions or debates at General Meetings, but shall have not vote, or
(b) be eligible for election to any of the Club’s offices, or
(c) with the exception of Honorary Members in terms or Rule 31, be entitled to share in any surplus of assets on a winding up of the Club, or
(d) be liable for the debts or other obligations of the Club, or
(e) with the exception of Overseas, Student and Young Person Members, be liable for any form of membership dues.
(f) with the exception of Honorary Members, be entitled to avail themselves of reciprocal arrangements made with other Clubs in terms of Rule 25.
Except as provided in these rules, these special classes of Membership shall be entitled to the rights and privileges, and be subject to the obligations of Membership in all other respects.
19. The Council may recommend to any General Meetings of the Club persons who, in their opinion, are worthy of the distinction of Honorary Membership, in terms of Rule 1. The names of the persons so recommended shall be exhibited in the Clubhouse for at least fourteen days prior to the Meeting, their election being decided by a majority vote at such Meeting. Honorary Members shall not be required to pay any entrance fee or subscriptions, and they shall be free to attend the Club, and avail themselves of its privileges. Honorary membership ex officio may be granted at the discretion of the Council to Consuls General or Directors of Cultural Institutes.
20. Overseas membership shall be open to persons who reside in the United Kingdom for not more than 60 days in any calendar year.
21. The Council may enter into arrangements with other Societies or Organisations at home or abroad for the occasional use of the Club premises by properly accredited members. Persons accredited under such agreements and who wish to avail themselves of the facilities of the Club may do so to the extent provided for in the affiliation agreement and on the terms and conditions specified therein and at such subscription as may from time to time be determined by the Council. No member admitted under this rule shall have any voice in the management of the Club, or any interests in its assets, or obligations for its liabilities. He shall not be eligible to vote or hold any office in the Club. Any affiliation agreement entered into in terms of this rule may be terminated immediately by Council if the agreement is no longer deemed to be in the interests of the Club.
STUDENT, YOUNG PERSON AND TEMPORARY MEMBERS
22. Student members are persons who are or have been in the past two years engaged in full-time study. Young Person Membership is open only to members below 35 years of age. Persons admitted to membership under this rule may at the discretion of Council transfer immediately to another class of Membership determined by Council without further proposal.
The Council shall have power at any of their Meetings to elect to Temporary Membership, not exceeding twelve months in duration, at a rate of subscription and on such conditions to be determined by the Council in each case, persons who are in other respects eligible for ordinary Membership. Such elections shall proceed under Rules 16 and 17.
The Council shall also have powers to elect to Temporary Membership persons within the following or similar categories, in which cases the election shall be exempt from the conditions of Rule 16:
(a) persons contributing to the Edinburgh International Festival, to the Edinburgh Film Festival or to Fringe Productions and all other Festivals in Edinburgh approved by Council, as artistes, performers, exhibitors, designers, producers, directors or as other contributors;
(b) persons who are professional performers in the fields of music and drama, whose income is derived in whole or in part from performance fees, and who perform from time to time without fee at the Club's social events and gatherings.
MEMBERSHIP DUES AND SUSPENSE LIST
23. The amounts payable as dues of Membership, whether as Entrance Fees, subscription, levies or any other dues shall be fixed in General Meeting from time to time. The Club may fix different levels of dues to be paid by various categories of Members. Members may be categorised for this purpose by residence, age, length of Membership of the Club or as spouses or members of a family, or on any other basis agreed in General Meeting, and by any combination of these various criteria. The distinction by residence shall be: (a) in the case of members having membership prior to 1st January 1997 between those who have any residence, studio or place of business within The City of Edinburgh District who shall be categorised as Resident, and those who do not; and (b) in the case of members who become members, after 1st January 1997, between those who have any residence, studio or place of business within a fifty kilometre radius of the Club, who shall be categorised as Resident, and those who do not. A residence, studio or place of business situated north of the River Forth is within a fifty kilometre radius of the Club if but only if it is situated within a twenty five kilometre radius measured from the north side of the Forth Road Bridge.
The Annual subscription shall be payable on the first day of January in each year, after which no notice of withdrawal shall exempt the retiring Member from payment of the current year’s subscription. The subscription may be paid in twelve appropriate monthly instalments beginning on the first day of January, provided that they are made by the Member’s bank on some suitable form of standing arrangement.
If the subscription of any Member remains unpaid on the first day of February, or if an instalment payment of any Member remains unpaid one calendar month after the date on which it is due, his default shall be reported to the Council who shall have power to take such action as they shall decide is appropriate and who may post the name of any defaulting Member in the Clubhouse.
The election to Membership of anyone who shall fail to make payment of any entrance fee and subscription within two months of the intimation thereof by the Secretary shall lapse, and thereafter admission to Membership shall only be upon re-nomination and re-election.
If any Member shall have occasion to go abroad for any considerable period of time, he shall be entitled upon giving due notice in writing to the Secretary, to have his name place upon a Suspense List to be kept by the Secretary; and so long as such Member shall reside continuously abroad, the Annual Subscription shall not be exigible from him, provided always that he must pay such subscription as the Council may determine for the year during the currency of which he shall return to the United Kingdom; and that, in the event of a temporary visit to Scotland, during which he may wish to avail himself of the privileges of membership, he shall pay such subscriptions Council may determine.
24. Except at General and Special Meetings of the Club, each Member shall have the privilege of introducing visitors. Except by permission of the Council previously obtained, no more than three visitors shall be introduced on any single occasion; and no visitors shall be introduced more frequently than twice in any calendar month. Upon introduction of a visitor to the Club’s premises the Member introducing the visitor shall enter the date, his own name, and the name and address of the visitor in the book kept for that purpose, and no such visitor shall upon any account be supplied with alcoholic liquor within the Clubhouse, unless upon the invitation and in the company of a Member, and after the name of such visitor shall have been duly entered in the Visitor’s Book. No alcoholic liquor shall be sold or supplied in the Club to any person under 18.
On the recommendation of three Members of the Club, at least one of whom shall be a Member of the Council, anyone, who under Rule 1 would be eligible for election as an Ordinary Member of the Club, may be accorded the privileges of the Clubhouse for a period of seven days, on his name being entered in the book kept for that purpose; and on the like recommendation, similarly recorded, these privileges may be extended for a further period not exceeding fourteen days. These privileges shall not be accorded to the same visitor more often than once in six months.
25. The Council may enter into arrangements with other Clubs at home or abroad for the occasional use of the Club premises and privileges, by properly accredited Members. A Member of such reciprocating Club who wishes to avail himself of this provision shall, on production of satisfactory evidence of his qualifying Membership, be accorded the facilities of temporary membership on an occasional basis, without entry money or subscription, provided his Membership of the reciprocating club continues.
No person accorded facilities in terms of this Rule shall have any voice in the management of the Club, or any interests in its assets, or obligations for its liabilities. He shall not be classed in either of the existing sections of Membership, nor shall he be eligible to vote or hold office in the Club.
26. The Council shall have power for special purposes, to close the Clubhouse temporarily, either in whole or in part. Notice of any such temporary closing shall be put up in the Clubhouse previously.
AUDIT OF ACCOUNTS AND REPORT OF COUNCIL
27. The financial year of the Club shall close upon the thirty-first day of December. The accounts shall be reviewed by any independent accountant, whose appointment shall be made by Council and confirmed by the Members at the Annual General Meeting.
The Report of the Council, along with an abstract of the accounts for the year, and a balance sheet showing the actual financial condition of the Club at that date, with the auditor’s docquet, shall be copied and sent to each Member of the Club at least fourteen days before the Annual General Meeting.
RESIGNATION OF MEMBERS
28. Any Member resigning shall give written notice to the Secretary, and from the date of its acceptance by the Council he shall forfeit all claims on the Club’s property, funds and effects, but he shall be liable for his proportion of all legal obligations of the Club for one year thereafter.
DEATH OF MEMBERS
29. On the death of any Member, his heirs and representatives shall not have any claim whatever on the Club’s property, funds and effects, nor shall they be held liable for any of its obligations.
EXPULSION OF MEMBERS
30. If the conduct of any Member either within the Clubhouse or elsewhere is such as to appear to the Council to affect adversely the character, reputation or interest of the Club, the Council may recommend such Member to resign from the Club by a letter written to him in their name by the Secretary or an Office-bearer and posted to the Member at his last known address. If, within the period of twenty-one days after the date of posting the said letter the Member should not have intimated his resignation, Council may resolve that he shall cease to be a Member. Such resolution shall be intimated to the Member by letter written to him and posted as aforesaid, and, if the Member shall not previously have intimated an appeal, as hereinafter provided, such resolution shall become final and effective on the twenty-first day after the date of posting the last mentioned letter. If the Member shall desire to appeal against the said resolution he shall so intimate in writing to the Secretary of the Club who shall as soon as convenient thereafter convene a Special General Meeting of the Club, giving at least eight days’ previous notice thereof, for the purpose of considering a motion by the appellant that the said resolution of the Council shall be rescinded. No such motion shall be deemed to be carried unless at least two-thirds of those present and voting shall vote in favour of the motion. The vote shall be taken by ballot. If the motion is not carried, the said resolution shall then become final and effective. Anyone who has ceased to be a Member under this Rule shall thereupon cease to have any interest in the property, funds and effects of the Club.
WINDING-UP OF THE CLUB
31. At any time it shall be competent for three-fourths of the Professional Members, together with three-fourths of the Lay Members, to instruct the Council to arrange to wind-up the Club. If any surplus shall remain after legal debts and obligations have been met, the Members of the Club shall be entitled to a share of the surplus in proportion to the periods of five years’ Membership completed, no regard being had to any period of less than a complete five years, during which they have had voting rights. Honorary Members shall be entitled to share in respect of periods of five years during which they were voting Members before being granted Honorary Membership.
DISTRIBUTION OF RULES
32. Each Member shall receive from the Secretary a copy of the Club’s Constitution and Rules; but no Member shall be absolved from the action of these Rules on the plea of his not having received them.
ALTERATION OF CONSTITUTION AND RULES
33. No alteration upon or addition to the Constitution and Rules of the Club shall take place except at an Annual General Meeting or a Special General Meeting called in terms of the Rules and after notice of motion, specifying the exact changes proposed, made to the Secretary and by him intimated to the Members in the circular calling the Meeting; and it shall require the sanction at such Meeting of two-thirds of the Professional Members and two-thirds of the Lay Members present and voting.
34. All charges incurred by Members shall be settled at the time. No Member shall be granted credit.
35. No Member shall give gratuities to any of the employees of the Club on any pretext whatsoever.
INTEREST IN SALE OF ALCOHOLIC LIQUORS
36. No Member of Council, nor any employee of the Club, shall have any personal +
SALE OR SUPPLY OF ALCOHOLIC LIQUOR
37. The sale and supply of alcoholic liquor shall be in accordance with the current Licensing (Scotland) Act. No alcoholic liquor shall be sold or supplied in the Club Premises for consumption off the premises except to a Member of the Club in person for consumption by him or to a person holding a licence for the sale of such liquor.
There shall be a minimum of 25 Members of the Club.