The 2021 AGM which has been delayed due to Covid will now be held at the Guildford Institute on 18 October at 7.30 p.m.
1. Approval of minutes of the AGM held on Tuesday 3 November 2020 – see below
2. Matters arising
3. Treasurer’s report – see below
4. Adoption of the accounts for the year ended 31 March 2021
5. Appointment of Independent Examiner of Accounts
The Treasurer recommends the re-appointment of Richard Norman as Independent Examiner of Accounts; Guildford Arts is not a charitable company and is therefore not required to have the accounts audited
6. Appointment of Bank
The Treasurer recommends the continuation of the services of National Westminster Bank and of CAF Cash, the banking arm of the Charities Aid Foundation, as the second bank. Longer term investments are with Secure Trust and there is an Investment account with Black Rock UK and a Legal and General Unit Trust.
7. Election of Committee Members
The following are the present elected Committee Members
Chairman: Bill Ward
Vice-Chairman: Jan Wilkinson
Treasurer: Richard Bowman
Administrator/Art@Work: Sue Dragon
Membership Secretary: Jan Wilkinson
News & Views Editor: Roy Hogben
Small Grants: Mike Beckwith
GASE Chair Philippa Sampson-Bancroft
Web Site Manager John O’Keefe
8. Election of Other Members of the Committee
Existing member: Gordon Jackson
9. Election of Nominated Members
The following are the present elected Nominated Members:
Councillor Jan Harwood representing Guildford borough Council,
Pippa Treharne representing the University of Surrey
Sandra Roberts representing the Guildford Institute
10. Modifications to the Constitution
11. Any other business
NB: Nominations for Officers and Committee Members are invited, with the prior agreement of the nominee, in writing, to Sue Dragon, Administrator, Guildford Arts, 5 Irwin Road, Guildford, GU2 7PW.
Minutes of the Annual General Meetingheld on Tuesday 3 November 2020 :Virtually
In attendance: Bill Ward, Jan and Philip Wilkinson, Richard Bowman, Mike Beckwith, Richard Norman, Sue Dragon, John O’Keefe, Roy and Anita Hogben, Philippa Sampson Bancroft, Joan Clifford, Barbara Hester, Deena Goff, Ann Hyde, Alan Keat, Hilary Leigh, Gachou Pletts, June Pugh, Sinclair Webster.
Bill Ward welcomed everyone to this delayed AGM which was unable to be held in July due to the pandemic. He thanked Philippa Sampson-Bancroft for facilitating the virtual meeting.
1. Apologies: were received from Tammy Ellis, Gordon Jackson, John Nicholls, Judy Norman, Pippa Treherne.
2. Minutes of the AGM held on Thursday 4 July 2019 were proposed by Sue Dragon, seconded by John O’Keefe and accepted unanimously by the meeting.
3. Matters Arising:
4. Chairman’s report:
This had been previously circulated and Bill Ward also noted that there had been virtual exhibitions curated by Sue Dragon and Philippa Sampson-Bancroft and Roy Hogben had continued to produce News and Views from South Africa where he was hiding from Covid-19. In December the Guildford Arts calendar, curated by Sue Dragon, will be distributed to paid-up members.
5. Treasurer’s report:
Richard Bowman presented the accounts, previously circulated, noting that they referred to a mainly preCovid-19 period. He mentioned the increase in exhibition income and in the income from mailings. GA has continued to distribute funds. The first lockdown had an effect on investments but to date 70% of the losses have been recovered. There had been a £7000 loss due to the movements of the stockmarket.
Hilary Leigh asked if GA should be distributing more funds with £48,000 in hand. Bill Ward replied that support had been given to Guildford Fringe which is supportive of the Yvonne Arnaud Art exhibition, there had been contributions to Watts Gallery to facilitate the siting of Physical Energy on the A3 and to Guildford Book Festival. Philippa Sampson-Bancroft had distributed The Big Draw packs to children in the Guildford area. This had been publicised by social media. A recent recipient for a grant was Pirbright Arts which will be presenting events on-line until normal events can be held. A grant for the new Surrey Performing Arts Library has been agreed and is pending.
Philippa Sampson-Bancroft mentioned that the lighting system used for the summer exhibition is fragile and needs to be replaced, probably with LED which will also benefit by being cooler. It may be that the boards are at the end of their useful life too so considerable expense will be required for these purchases.
Bill Ward thanked Richard Bowman for his crucial work behind the scenes to ensure that Guildford Arts remained on a sound financial footing and Richard Norman for his examination of the accounts once again.
The adoption of the accounts was proposed by Sue Dragon, seconded by Roy Hogben and approved by the meeting. The accounts were therefore adopted.
6. Appointment of Independent Examiner: The Treasurer recommended the re-appointment of Richard Norman; this was proposed by Philippa Sampson-Bancroft, seconded by Mike Beckwith and approved unanimously.
7. Appointment of Bank: The Treasurer recommended the continuation of the services of National Westminster Bank and of CAF Cash, the banking arm of the Charities Aid Foundation, as the second bank, and PayPal. Longer term investments are with Secure Trust and there is an Investment account with Black Rock UK and a Legal and General Unit Trust. The appointments were proposed by Richard Bowman, seconded by Jan Wilkinson and unanimously approved.
8. Election of Committee members:
The Chairman notified the meeting that all current officers were prepared to stand for re-election. There had been no further nominations.
Chairman: Bill Ward
Vice-Chairman: Jan Wilkinson
Treasurer: Richard Bowman
Administrator/ Art@Work: Sue Dragon
Membership Secretary: Jan Wilkinson
News and Views editor: Roy Hogben
Small Grants: Mike Beckwith
YAA Organiser: Philippa Sampson-Bancroft
Web Development manager: John O’Keefe
Proposed by Hilary Leigh and seconded by Deena Goff. All were unanimously approved for re-election.
9. Election of Members: Gordon Jackson was proposed by Bill Ward and seconded by Mike Beckwith. and was approved by the meeting.
Nominated members were: Pippa Treharne from the University, Jan Harwood from GBC and Sandra Robinson from Guildford Institute. The latter has just resigned as a trustee of GI so another nominee is awaited. The chairman thanked Pauline Searle and Charlotte Beck for their work on the committee. Pauline had retired from her position as lead on cultural matters on GBC and Charlotte who has moved away from Guildford.
Any Other Business:
Bill Ward spoke of the immense contribution to the Arts in Guildford by Pat Grayburn who has ceased to be the nominated member representing the University.on the Guildford Arts committee after very long service in this role. She has been involved in Guildford Book Festival, the International Music Festival, a gallery on the university campus with a legacy of prestigious art works, on the board of the Yvonne Arnaud Theatre and Watts Gallery. Bill Ward announced to the meeting that she had been awarded the first Honorary Life Membership of Guildford Arts in recognition of her immense contribution.
The Chairman closed the meeting at 8 pm.
Treasurer’s Report 2021:
Protecting your privacy is very important to Guildford Arts.
The following information describes how Guildford Arts collects and uses information about its members and others who use its services.
We will collect personal information from you when you take out a membership subscription with us, make a purchase at one of our exhibitions or otherwise provide us with personal information.
We will also gather general information regarding the use of our website, such as which pages are visited most frequently. Only anonymous information and statistics will be used which do not identify individual visitors. This information is for administration purposes only.
The type of personal information collected includes name, email address, postal address, telephone number and other details related to your artistic activities where relevant.
How do we use this information?
We will use your personal information to provide you with
Access to our website to maintain your personal information
Access to our website to enable you to post articles as appropriate to your membership.
Occasional email messages concerning our activities and your membership status
Personal Detail Protection
Information that you submit is stored on a secure server. However, the transmission of information over the Internet is never 100% secure so while we try to protect your personal information, we can’t guarantee the security of any information you submit to us via our website or that we enter on your behalf.
We also take appropriate measures to ensure that the information we receive is kept secure, accurate and up to date and kept only for so long as is necessary for the purposes for which it is used. Access to our secure server is restricted to authorised officers of Guildford Arts.
Guildford Arts may need to disclose your information if required to do so by law or in response to a court order.
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Data Protection (Rights of Access)
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Guildford Arts reserve’s the right to amend this privacy statement. The most up to date version will be always be available on our website so please check from time to time, continuing to use our website you will be deemed to have accepted any changes.
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23 November 2017
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The majority of membership of Guildford Arts are renewed annually or bi-annually as appropriate. Life memberships are established initially for a period of 15 years to be extended as necessary to correspond to the lifetime of the subscriber.
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The accuracy and truthfulness of information posted to the website by or on behalf of members is the responsibility of those members.
Corrections to web site entries requested of the web site administrator will be addressed as soon as possible but a period of 48 hours will typically apply.
Adopted on the 18th day of July 2001 (AS REVISED 2 JULY 2009)
The name of the Association is Guildford Arts (“the Charity”)
Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause H of this constitution (“the Executive Committee”).
The Charity’s objects (“the objects”) are “to advance the education of the general public by encouraging its appreciation and knowledge of the arts and by promoting and encouraging excellence in the practice of the arts.”
In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
(i) power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
(ii) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
(iii) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;
(iv) power subject to any consents required by law to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;
(v) power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
(vi) power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
(vii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(viii) power to appoint and constitute such advisory committees as the Executive Committee may think fit;
(ix) power to do all such other lawful things as are necessary for the achievement of the objects.
(1) Membership of the Charity shall be open to:
(i) individuals (over the age of 18 years) who are interested in furthering the work of the Charity and who have paid any annual subscription laid down from time to time by the Executive Committee, and
(ii) any body corporate or unincorporated association which is interested in furthering the Charity’s work and has paid any annual subscription (any such body being called in this constitution a “member organisation”).
F Membership (cont).
(2) Every member shall have one vote.
(3) Each member organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the Charity; and may appoint an alternate to replace its appointed representative at any meeting of the Charity if the appointed representative is unable to attend.
(4) Each member organisation shall notify the name of the representative appointed by it and of any alternate to the secretary. If the representative or alternate resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation.
(5) The Executive Committee may by a majority vote (normally 75%) and for good reason terminate the membership of any individual or member organisation: Provided that the individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.
G Honorary Officers.
At the annual general meeting of the Charity the members shall elect from amongst themselves a chairman, a vice-chairman, a treasurer, an administrator, and a membership secretary who shall hold office from the conclusion of that meeting.
H Executive Committee.
(1) The Executive Committee shall consist of not less than 13 members nor more than 20 members being:
(a) the 5 honorary officers specified in the preceding clause;
(b) not less than 4 and not more than 10 members elected at the annual general meeting who shall hold office from the conclusion of that meeting.
(c) 4 nominated members appointed as follows:
2 from the Guildford Borough Council
2 from the University of Surrey
(2) The Executive Committee may in addition appoint not more than 5 co-opted members but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause K1 and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.
All the members of the Executive Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office. They may be re-elected or re-appointed.
(4) The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
(5) Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
H Executive Committee (cont)
(6) No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Charity.
I Determination of Membership of Executive Committee.
A member of the Executive Committee shall cease to hold office if he or she:
(1) is disqualified from acting as a member of the Executive Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
(2) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(3) is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
(4) notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
J Executive Committee Members not to be personally interested.
no member of the Executive 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 Executive Committee) in any contract entered into by Executive Committee.
K Meetings and proceedings of the Executive Committee.
(1) The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairman or by any two members of the Executive Committee upon not less than 4 days’ notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days’ notice must be given.
(2) The chairman shall act as chairman at meetings of the Executive Committee. If the chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.
(3) There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.
(4) Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.
(5) The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
(6) The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
K Meetings and proceedings of the Executive Committee (cont)
(7) The Executive Committee may appoint one or more working parties consisting of three or more members of the Executive Committee and invited non-members of the Executive Committee, for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a working party : provided that all acts and proceedings of any such working party shall be fully and promptly reported to the Executive Committee.
L Receipts and expenditure.
(1) The funds of the Charity, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Charity at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.
(2) The funds belonging to the Charity shall be applied only in furthering the objects.
(1) Subject to the provisions of sub-clause (2) of this clause, the Executive Committee shall cause the title to:
(a) all land held by or in trust for the charity which is not vested in the Official Custodian for Charities; and
(b) all investments held by or on behalf of the charity;
to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.
(2) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the charity, the Executive Committee may permit any investments held by or in trust for the charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
(1) the keeping of accounting records for the Charity;
(2) the preparation of annual statements of account for the charity;
(3) the auditing or independent examination of the statements of account of the Charity; and
(4) the transmission of the statements of account of the Charity to the Commission.
O Annual Report.
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.
P Annual Return.
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commission.
Q Annual General Meeting.
(1) There shall be an annual general meeting of the Charity which shall be held in the month of June or July in each year or as soon as practicable thereafter.
(2) Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 21 days’ notice of the annual general meeting to all the members of the Charity. All the members of the Charity shall be entitled to attend and vote at the meeting.
(3) The Executive Committee shall present to each annual general meeting the report and accounts of the Charity for the preceding year.
(4) Nominations for election to the Executive Committee must be made by members of the Charity in writing and must be in the hands of the secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.
R Special General Meetings.
The Executive Committee may call a special general meeting of the Charity at any time. If at least ten members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days’ notice must be given. The notice must state the business to be discussed.
S Procedure at General Meetings.
(1) The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Charity.
(2) There shall be a quorum when at least one tenth of the number of members of the Charity for the time being or ten members of the Charity, whichever is the lesser, are present at any general meeting.
Any notice required to be served on any member of the Charity shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.
U Alterations to the Constitution.
(1) Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
No amendment may be made to clause A (the name of charity clause), clause C (the objects clause), clause J (Executive Committee members not to be personally interested clause), clause V (the dissolution clause) or this clause without the prior consent in writing of the Commissioners.
(3) No amendment may be made which would have the effect of making the Charity cease to be a charity at law.
(4) The Executive Committee should promptly send to the Commission a copy of any amendment made under this clause.
If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realise any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Charity as the members of the Charity may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commission.