Constitution

Constitution of the Friends of Glasgow Museums

1. NAME

  • The name of the organisation shall be “Friends of Glasgow Museums” (hereinafter called “FoGM”).

2. OBJECTS

  • FoGM is established exclusively for charitable purposes, primarily for the advancement of the arts, heritage, culture or science and to provide public benefit.
  • The expression “charitable purpose” shall mean a charitable purpose as defined in Section 7 of the Charities and Trustee Investment (Scotland) Act 2005 as amended or superseded from time to time (“the 2005 Act”) which is also regarded as a charitable purpose in relation to the Taxes Acts from time to time in force.

In furtherance of the said objects FoGM will:

  • 2.1 Cultivate interest in the activities - artistic, historical, educational and scientific – promoted by the Art Galleries and Museums in Glasgow

  • 2.2 Establish funds with a view to fostering interest in the activities of FoGM and in the provision or the making of a grant or grants or a contribution or contributions towards the funding of the provision of an addition or additions to the collections of the Art Galleries and Museums in Glasgow or for the purposes of conservation of any artefact or artefacts held within the said collections.

  • 2.3 Seek contributions for the purposes of FoGM by means of public or other appeals or by any other appropriate means.

  • 2.4 Make or fund purchases of an addition or additions to the collections of the Art Galleries and Museums in Glasgow or make a grant or grants, or contribution or contributions towards the purchase of such addition or additions, or for the purposes of conservation of any artefact or artefacts held within the said collections, and that in such manner and at such time or times as may be resolved by the Executive Committee.

  • 2.5 Make a grant or grants with a view to the enhancement of the enjoyment of visitors to the Art Galleries and Museums in Glasgow or the collections thereof in such manner and at such time or times as may be resolved by the Executive Committee.

  • 2.6 No grant or contribution shall be made for or towards the day-to-day running costs or the ordinary maintenance or refurbishment of the Art Galleries and Museums in Glasgow or any part or parts thereof. A grant or contribution may be made for or towards such extraordinary maintenance or refurbishment as the Executive Committee may from time to time or at any time consider appropriate.

3. MEMBERSHIP AND SUBSCRIPTIONS

  • 3.1 Membership of FoGM shall be open to any interested person on payment of an annual subscription of an amount or amounts as determined from time to time by the Annual General Meeting.

  • 3.2 There shall be three classes of Membership, namely Ordinary Membership, Life Membership and Honorary Life Membership. The class of Life Membership is no longer open for the admission of new Life Members. The Executive Committee shall have power at any time and from time to time to confer on such person or persons as to them seems appropriate Honorary Life Membership of FoGM, such Honorary Life Membership to be held, and be subject to termination, at the discretion of the Executive Committee.

  • 3.2.1 Ordinary Membership shall be open to any person aged not less than 18. The Executive Committee shall have power to propose to the Annual General Meeting the annual subscription to be paid by Ordinary Members, including power to propose such sub-categories for subscription purposes of Ordinary Members as to the Executive Committee seems desirable.

  • 3.3 No annual subscription shall be payable by a Life Member or an Honorary Life Member of FoGM. Life Members shall be entitled to attend, speak and vote at any General Meeting of FoGM. Honorary Life Members shall be entitled to attend and speak only.

4. MANAGEMENT

  • 4.1 The affairs of FoGM shall be managed by an Executive Committee consisting of the following members, namely:

  • 4.1.1 The Office Bearers, each of whom (a) must be either an Ordinary or a Life Member of FoGM, and (b) shall be eligible to serve for a maximum of two consecutive terms of three years, following which, save in exceptional circumstances as may be determined by the Annual General Meeting, he or she shall not be eligible for immediate re-election to the same office, namely:
    The Chairman
    The Vice-Chairman
    The Honorary Secretary
    The Finance Convener

  • 4.1.2 The immediate Past Chairman, who must be either an Ordinary or a Life Member of FoGM, for the period following his or her demission of office in ordinary course until the conclusion of the next following Annual General Meeting.

  • 4.1.3 Not more than six Ordinary Committee Members of the Executive Committee elected at the Annual General Meeting from the Ordinary or Life Members of FoGM, each of whom shall be eligible to serve for a maximum of two consecutive terms of office, following which a retiring Ordinary Committee Member shall not, save in exceptional circumstances as may be determined by the Annual General Meeting, be eligible for immediate re-election, nomination or co-option as an Ordinary Committee Member until he or she shall have been one year (which for these purposes shall be reckoned as the period between two consecutive Annual General Meetings) out of office.

    Of the Ordinary Committee Members elected, nominated or co-opted as provided in this Article 4 one third or, if their number is not a multiple of three, then the number nearest to but not exceeding one third, shall retire from office each year in order of seniority, the longest serving retiring first, save that no Ordinary Committee Member elected, co-opted or who fills a casual vacancy shall retire, as opposed to stand down, before the third Annual General Meeting next following the Annual General Meeting from which his or her term of office falls to be reckoned.

    Where the number of such Ordinary Committee Members with equal seniority exceeds the number due to retire as aforesaid, the Ordinary Committee Member or Members who shall retire shall, in the absence of agreement, be chosen by lot. Should the number of Ordinary Committee Members elected, nominated or co-opted as provided in this Article 4 be less than three, and either one or both of them, or if only one, that one, have or has served for not less than three years, the more senior of two or, if they are of equal seniority, the one chosen in the absence of agreement by lot, or the sole member, as the case may be, shall retire.

    The length of service of an Ordinary Committee Member elected in ordinary course shall be reckoned from the date of the Annual General Meeting at which he or she was elected, and the length of service of an Ordinary Committee Member filling a casual vacancy shall be reckoned from the date of the Annual General Meeting at which was elected the Ordinary Committee Member whose departure gave rise to the casual vacancy in question notwithstanding that the Ordinary Committee Member filling such casual vacancy shall have been elected to complete the unexpired portion of the vacated term of office at the Annual General Meeting next following the filling of such casual vacancy.

    The length of service of a co-opted Ordinary Committee Member shall be reckoned from the date of the Annual General Meeting immediately preceding the date of his or her co-option notwithstanding that he or she shall have been elected at the Annual General Meeting next following the date of his or her co-option.

  • 4.2.1 In the event of a casual vacancy arising in the office of Chairman, the vacancy shall be filled by the Vice-Chairman, who shall act as Chairman for the unexpired portion only of the vacating Chairman’s term of office, on the expiry of which such person shall be eligible for election as Chairman as if he or she had not filled such vacancy.

  • 4.2.2 In the event of a casual vacancy arising in any other office or position on the Executive Committee, the Executive Committee may nominate any person eligible to stand for election to such office or position to hold that office or position until the next following Annual General Meeting, when such person shall stand down and shall be eligible to stand for election for the unexpired portion only of the vacating office bearer’s or Ordinary Committee Member’s term of office, on the expiry of which such person shall be eligible for election to such office or position as if he or she had not filled such vacancy.

  • 4.2.3 In the event that, at the conclusion of an Annual General Meeting there shall be fewer than six Ordinary Committee Members, the Executive Committee shall be entitled, but not bound, at any time or from time to time before the next following Annual General Meeting to fill by co-option any one or more of the unfilled vacancy or vacancies in the number of Ordinary Committee Members and each such Ordinary Committee Member so co-opted shall stand down at the Annual General Meeting next following the date of his or her co-option, but shall then be eligible for election for the remainder of the term of office which would have commenced had he or she been elected in ordinary course at the Annual General Meeting next before the date of his or her co-option.

  • 4.3 The members of the Executive Committee from time to time shall be considered “Charity Trustees” of FoGM and have the consequent duties and responsibilities arising from that position. Any person disqualified from acting as a Charity Trustee for the purposes of the 2005 Act shall be disqualified from being a member of the Executive Committee.

  • 4.4 Any member of the Executive Committee who in the reasonable opinion of the Executive Committee (a) has become incapable of discharging adequately his or her functions by reason of disability, ill health or long term absence or (b) otherwise conducts himself or herself inappropriately may be removed from membership of the Executive Committee by the vote of not less than two thirds of the other members of the Executive Committee present and together forming a quorum at a meeting of the Executive Committee called inter alia for that purpose.

  • 4.5 Six members of the Executive Committee present at any meeting of the Executive Committee shall constitute a quorum. The Chairman, whom failing the Vice-Chairman, shall take the chair at meetings of the Executive Committee, whom both failing the meeting shall elect a Chairman for that meeting only.

    Should the Chairman or Vice-Chairman subsequently join the meeting, he or she shall assume the Chair. The Chairman of the meeting shall have a casting as well as a deliberative vote.

    The remaining or continuing members of the Executive Committee may continue to act notwithstanding any vacancy or vacancies in their number, and should their number fall below six, the quorum shall be reduced to that number so long as their number remains below six, save that the quorum may never be less than two.

  • 4.6 The Executive Committee shall have power to co-opt from the Ordinary and Life Members of FoGM not more than five Additional Members for specific purposes, who shall hold office at the pleasure of the Executive Committee and shall not be full members of the Executive Committee, nor Charity Trustees, nor entitled to vote at a meeting of the Executive Committee.

  • 4.7 Any one or more (including without limitation, all) of the members of the Executive Committee may participate in a meeting of the Executive Committee:-

    (a) by means of a conference telephone or similar communications equipment or any other suitable electronic means allowing all persons participating in the meeting to communicate with all the other participants; or

    (b) by a succession of telephone calls to Members from the Chairman of the meeting following disclosure to them of all material points.

    Participating by such means shall constitute presence in person at a meeting. Such meeting shall be deemed to have occurred either (i) at the place where most of the Executive Committee participating are present or, if there is no such majority, (ii) at the place where the Chairman of the meeting is present.

5. POWERS AND DUTIES OF THE EXECUTIVE COMMITTTEE

  • 5.1 To invite, at their first meeting next following each Annual General Meeting, so long as it appears to the Executive Committee to be in the best interests of FoGM to do so, the following persons, none of whom need be a Member of FoGM or of the Executive Committee, to hold the following positions, namely:

  • 5.1.1 Patron

  • 5.1.2 Honorary President

  • 5.1.3 Honorary Executive Treasurer

  • 5.1.4 The Trustees may in their discretion revoke the appointment of a Patron, Honorary President or Honorary Executive Treasure at any time if they consider that to be in the best interests of the Trust.

  • 5.2 In addition the Executive Committee shall have power at any time or from time to time to invite such person or persons as to the Executive Committee seems appropriate to hold at the discretion of the Executive Committee the position of Honorary Patron and that on such terms and conditions as to the Executive Committee seems appropriate.

  • 5.3 To establish such Sub-Committee or Sub-Committees, each convened and chaired by a member of the Executive Committee, and with such terms of reference, as to the Executive Committee shall from time to time or at any time seem appropriate to assist the Executive Committee in managing the affairs of FoGM.

    The members of such Sub-Committee, other than its Convener and Chairman, need not be members of the Executive Committee or Members of FoGM. It is envisaged that such a Sub-Committee might be an appropriate vehicle for consulting the Guides at Art Galleries and Museums in Glasgow.

  • 5.4 To invite any person or persons to attend and speak, but not vote, at a meeting or meetings of the Executive Committee.

  • 5.5 To prepare the Annual Report of FoGM and consider and approve the Financial Statements made up to 3lst March (end of financial year) prior to their submission to the Annual General Meeting.

  • 5.6 The Executive Committee may purchase and maintain from FoGM’s funds insurance against any liability and associated matter which by virtue of any rule of law may attach to a member of the Executive Committee or Charity Trustee in respect of negligence, default, breach of duty of care of which he or she may be guilty in his or her capacity as a member of the Executive Committee or Charity Trustee.

  • 5.7 To call a Special General Meeting if deemed necessary or at the request of 30 Ordinary or Life Members submitted in writing.

  • 5.8 The funds of FoGM may be invested in any kind of investment (including an investment in heritable property) but such investment may only be made after the Executive Committee have had regard to the suitability of the proposed investment for FoGM and the need for diversification in so far as appropriate for FoGM and before exercising any power of investment and when reviewing FoGM's investments, the Executive Committee shall comply with the provisions of the 2005 Act, including consideration of whether proper advice requires to be obtained.

    The Executive Committee shall have the power to delegate its investment management function in accordance with the provisions of the 2005 Act.

  • 5.9 The Executive Committee shall take cognisance of good practice guidance that may be issued by the Office of the Scottish Charity Regulator (“OSCR“) from time to time in relation to issues of practice or procedure affecting the Executive Committee's activities and responsibilities. The Executive Committee may only apply the property and funds of FoGM in furtherance of FoGM's charitable purposes.

  • 5.10 Executive Committee members may be remunerated for services provided to FoGM but only if any such remuneration for services satisfies the provisions of the 2005 Act as amended or superseded from time to time and any such remuneration shall be decided in accordance with the provisions of Article 5.11.

  • 5.11 Any decision by the Executive Committee as to remuneration, contract, arrangement or other personal benefit received by a member of the Executive Committee and any discussion on such items shall take place in the absence of the Executive Committee member concerned and shall be made in accordance with the provisions relating to remuneration in the 2005 Act as amended or superseded from time to time.

  • 5.12 Executive Committee members shall declare any conflict of interest and the Honorary Secretary, or other Executive Committee member, shall keep a record of conflicts of interest and any Executive Committee member with a conflict of interest shall refrain from participating in any deliberation or decision of the Executive Committee with respect to the matter in question. Where there is any doubt as to whether a conflict has arisen or may arise, appropriate professional advice should be sought.

  • 5.13 The Executive Committee shall have power to contract with such one or more person or persons to perform such services in relation to the administration of FoGM on such terms and conditions, including the rendering of invoices for such services, as shall to the Executive Committee at any time or from time to time seem appropriate and to vary or discontinue any one or more such contract or contracts for services.

6. ANNUAL GENERAL MEETING

  • 6.1 The Annual General Meeting of FoGM shall be held not later than 3lst May and at least 14 days notice of the meeting shall be given to Members by mail or email to the last postal or email address intimated to FoGM. The accidental omission to give notice to any Member or Members will not invalidate the proceedings at any such meeting.

  • 6.2 The business to be conducted at the Annual General Meeting shall include:

  • 6.2.1 The receipt of the Annual Report of the Executive Committee.

  • 6.2.2 The receipt of the Annual Financial Statements.

  • 6.2.3 At every third Annual General Meeting the election of a Chairman, Vice-Chairman, Honorary Secretary and Finance Convener.

  • 6.2.4 The election of Ordinary Committee Members. Nomination papers will be sent with the Notice of the Annual General Meeting and must be returned to the Honorary Secretary before the date of the Annual General Meeting. Nominations will be accepted at the Annual General Meeting in exceptional circumstances as determined by the Chairman of the Meeting.

  • 6.2.5 The appointment of an independent examiner or auditor as required by the Charities Accounts (Scotland) Regulations 2006 as amended or superseded from time to time to examine or audit the accounts and report thereon declaring that in the event of a vacancy arising in the office of independent examiner or auditor between Annual General Meetings, the Executive Committee shall appoint an interim independent examiner or auditor who shall hold office until the next Annual General Meeting.

  • 6.3 In the event that, at the conclusion of an Annual General Meeting no person shall have been appointed as aforesaid as an independent examiner or as an auditor, as the case may be, the Executive Committee shall appoint an interim independent examiner or auditor as though they were filling a vacancy arising in such office between Annual General Meetings.

    Similarly, should circumstances arise after an independent examiner or an interim independent examiner has been appointed as aforesaid whereby it is necessary to comply with any rule of law for the time being in force that an auditor rather than an independent examiner be appointed, the Executive Committee shall appoint an interim auditor as though a vacancy had arisen in the office of independent examiner or interim independent examiner, and upon the appointment of such interim auditor the independent examiner or interim independent examiner shall ipso facto cease to hold office as such.

  • 6.4 30 Ordinary or Life Members shall be a quorum.

  • 6.5 Any one or more (including without limitation, all) of the Members of FoGM or the Executive Committee may participate in any General Meeting by means of a conference telephone or similar communications equipment or any other suitable electronic means allowing all persons participating in the meeting to communicate with all the other participants. Participating by such means shall constitute presence in person at a meeting. Such meeting shall be deemed to have occurred either (i) at the place where most of the Members participating are present or, if there is no such majority, (ii) at the place where the Chair of the meeting is present.

7. SPECIAL GENERAL MEETING

  • 7.1 A Special General Meeting may be called at any time by the Executive Committee or at the request of 30 Ordinary or Life Members. Any such request must be submitted in writing to the Honorary Secretary setting out the reasons for calling the meeting. Not less than 14 days notice shall be given to Members by mail or email to the last postal or email address intimated to FoGM. The accidental omission to give notice to any Member or Members will not invalidate the proceedings at any such meeting.

  • 7.2 30 Ordinary or Life Members shall be a quorum.

8. VOTING

  • 8.1 Ordinary and Life Members only shall be entitled to vote at General Meetings and each shall have one vote. An Ordinary Member in arrear of payment of the annual subscription (which shall be deemed to be three months after the initial request for payment thereof) shall not be entitled to vote.

  • 8.2 At any General Meeting voting shall be by a show of hands or in the event any Ordinary or Life Members are attending electronically a format predetermined by the Executive Committee, and unless a poll is demanded by not less than half of the Ordinary and Life Members attending the meeting, a declaration by the Chairman that a resolution has been carried, and an entry to that effect in the Minutes of FoGM, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

    If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

9. DISPOSAL OF FUNDS AND DISSOLUTION

  • 9.1 None of the FoGM’s assets may be distributed or otherwise applied (on being wound up or at any other time) except to further its charitable purposes.

  • 9.2 Membership or affiliation will not entitle any person, society or group to any share in the income or assets of FoGM and the whole of the income of FoGM shall be expended on the objects set out in Article 2 of the Constitution.

  • 9.3 If on the winding up of FoGM any property remains after satisfaction of all FoGM’s debts and liabilities, such property shall not be paid to or distributed among the members of FoGM; that property shall instead be transferred to some other charity or charities (whether incorporated or unincorporated) whose objects are similar (whether wholly or in part) to the objects of FoGM.

    ‘Charity’ shall mean a body on the Scottish Charity Register which is also regarded as a charity in relation to the application of the Taxes Acts.

10. AMENDMENT OF CONSTITUTION

  • 10.1 This Constitution may be amended by a Resolution passed at any Annual General Meeting or Special General Meeting of FoGM by a majority of those Ordinary or Life Members present and voting. Not less than 14 days’ notice of any Meeting at which an amendment of the Constitution is to be considered shall be given to Members by mail or email to the last postal or email address intimated to FoGM.

    The accidental omission to give notice to any Member or Members will not invalidate the proceedings at any such meeting, and the notice shall specify the intention to amend the Constitution and shall state where a copy of the suggested amendment may be inspected.

  • 10.2 Any such amendment must be notified to or consented to by OSCR in accordance with the 2005 Act.

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