1. NAME

The name of the Organisation shall be Art Friends Warwickshire (AFW).

2. OBJECTS

The objects of AFW shall be

a) to organise and facilitate events and outings relating to the arts open to members of AFW and to non-members.
b) to co-operate with other organisations whose aims and interests are similar to or complementary to AFW.
c) to distribute surplus funds as the Committee shall designate.

3. STRUCTURE

AFW is to be an unincorporated non-profit organisation.

4. MEMBERSHIP

a) membership of AFW will be open to those who pay the annual subscription and/or joining fee as determined by the Committee.
b) applications for membership shall be sent to the Secretary.
c) a member may withdraw from AFW at any time and no refund of subscriptions will be payable after withdrawal.

5. OFFICERS AND COMMITTEE

a) AFW shall at its General Meeting elect from the membership a Chairman, Secretary and Treasurer (the Officers) and a number of Committee members.
b) the management of AFW shall be in the hands of the Committee.
c) the Committee shall have the power to co-opt members to serve until the next General Meeting.
d) the first Committee shall be formed of the former Art Fund Warwickshire serving at the time of dissolution on 31 December 2019.
e) a sub-Committee is to be formed to determine the destination of surplus funds within AFW. to be known as the Awards Committee. The Awards Committee is to be formed of a Chairman and at least two other members, each to be appointed by the main Committee.
f) Other sub-Committees may be formed to serve ad hoc purposes
g) meetings of the Committee may be held as determined by the Committee. The quorum shall be four members. Each member shall have one vote, with the Chairman having a casting vote in the event of a tie.

6. GENERAL MEETING

a) all members shall be entitled to attend the General Meeting.
b) the General Meeting shall be held not less than once a year.
c) the General Meeting shall have the power to:
c.1) elect the Officers and Committee in accordance with Clause 5a
c.2) receive and approve reports of income and expenditure and approve the annual accounts of AFW in accordance with Clause 7e
c.3) modify the Constitution in accordance with Clause 9
c.4) dissolve AFW in accordance with Clause 10
d) the quorum of members shall be not less than 10% of the members.
e) notice of the General Meeting, together with a copy of the Agenda, shall be made available to all members not less than one week before the date of the proposed meeting.
f) decisions at the General Meeting shall be made by simple majority of members present and each member shall have one vote. The Chairman shall have a casting vote in event of a tie.

7. FINANCE

a) the affairs of AFW shall not be conducted for profit and nothing shall be paid to members by way of bonuses or dividends.
b) the financial year of AFW shall be the calendar year.
c) a bank account shall be kept in the name of AFW and withdrawals shall be signed by any of two designated officers.
d) the Committee shall decide on annual subscriptions and any other fees and charges to be paid by members.
e) the Treasurer shall receive and pay all moneys due to and by AFW, record income and expenditure and submit Annual Accounts for approval by the General Meeting, which will be examined by a nominated person.
f) Committee members shall be entitled to receive reimbursement of expenses on production of documentary evidence of expenditure of behalf of AFW.

8. MEETINGS AND MINUTES

a) notices of meetings of AFW and its Committees, specifying the place, day and hour of the meeting and the nature of the business to be transacted, shall be communicated to members or Committee members entitled to receive the notice not less than five days before the date of the meeting.
b) urgent business not specified in the notice may be taken under Any Other Business.
c) accidental omission to give notice to any member, or non-receipt of such notice, or defect or irregularity in a notice, shall not invalidate the proceedings of the meeting.
d) minutes shall be kept of all Committee and General Meetings and after approval as a true record, shall be a conclusive record of that meeting.

9. ALTERATIONS TO THE CONSTITUTION

The terms of this Constitution may only be amended, altered or added to at a General Meeting and must be carried by a majority of members present.

10. PRIVACY POLICY

A privacy policy is available to the members.

11. DISSOLUTION OF AFW

AFW may be dissolved at a General Meeting or Extraordinary General Meeting called by the Chairman for that purpose. Any resolution to dissolve AFW must be carried by a majority of at least two-thirds of the votes cast.

12. DISTRIBUTION OF ASSETS AND LIABILITIES ON DISSOLUTION OF AFW

Any remaining assets after all liabilities have been discharged on dissolution shall be distributed as determined by the sub-Committee formed under Clause 5e.

Adopted by the First Committee on {1 January 2020}