Sculpting Light Films

                     Documentation

 


Sculpting Light Films is fully insured, all staff are CRB checked, we have a comprehensive child protection policy and our constitution can be read below.

 

Constitution


adopted on the  24th April 2008
PART 1
1. Adoption of the Constitution
The association and its property will be administered and managed in
accordance with the provisions in Parts 1 and 2 of this constitution.
2. The Name
The association’s name is Sculpting Light Films
(and in this document it is called the Association).
3. The Objects
The Association's objects (the Objects) are productive community engagement: using film and video projects and workshops to engage with and benefit the local and wider community in a variety of ways, liaising with individuals as well as schools and colleges, youth clubs, retirement homes, museums, prisons, women’s groups, local history and other special interest groups with a view to identifying and fulfilling needs through participatory film and associated events: art, drama, story-telling, exhibitions and so on, and to record oral history. We like to focus on topics and concerns specifically relating to the local area: local memories, folklore, industries. We can bring all aspects of film and video production  (from scriptwriting through casting, storyboarding, lighting, shooting and editing including special effects such as animation and blue/greenscreen techniques to production)  to members of the community who would otherwise  not have access to such resources.
4. Application of the Income and Property
(1) The income and property of the Association shall be applied solely
towards the promotion of the Objects.
(2) A Committee Officer may pay out of, or be reimbursed from, the property of
the Association reasonable expenses properly incurred by him or her
when acting on behalf of the Association.
(3) None of the income or property of the Association may be paid or
transferred directly or indirectly by way of dividend bonus or
otherwise by way of profit to any member of the Association. This does
not prevent:
(a) a member who is not also a Committee Officer from receiving reasonable
and proper remuneration for any goods or services supplied to
the Association;
(b) a Committee Officer from:
(i) buying goods or services from the Association upon the same
terms as other members or members of the public;
(ii) receiving a benefit from the Association in the capacity of a
beneficiary of the Association, provided that the Committee
comply with the provisions of sub clause (6) of this clause,
or as a member of the Association and upon the same terms
as other members;
(c) the purchase of indemnity insurance for the Committee against
any liability that by virtue of any rule of law would otherwise
attach to a Committee Officer or other officer in respect of any
negligence, default breach of duty or breach of trust of which
he or she may be guilty in relation to the Association but
excluding:
(i) fines;
(ii) costs of unsuccessfully defending criminal prosecutions for
offences arising out of the fraud, dishonesty or wilful or
reckless misconduct of the Committee Officer or other officer;
(iii) liabilities to the Association that result from conduct that the
Committee Officer or other officer knew or ought to have known was
not in the best interests of the Association or in respect of
which the person concerned did not care whether that
conduct was in the best interests of the Association or not.
(4) No Committee Officer may be paid or receive any other benefit for being a
Committee Officer.
(5) A Committee Officer may:
(a) sell goods, services or any interest in land to the Association;
(b) be employed by or receive any remuneration from the Association;
(c) receive any other financial benefit from the Association,
if :
(d) he or she is not prevented from so doing by sub-clause (4) of
this clause; and
(e) the benefit is permitted by sub-clause (3) of this clause; or
(f) the benefit is authorised by the Committee in accordance with
the conditions in sub-clause (6) of this clause.
(6) (a) If it is proposed that a Committee Officer should receive a benefit from
the Association that is not already permitted under sub-clause (3)
of this clause, he or she must:
(i) declare his or her interest in the proposal;
(ii) be absent from that part of any meeting at which the
proposal is discussed and take no part in any discussion of
it;
(iii) not be counted in determining whether the meeting is
quorate;
(iv) not vote on the proposal.
(b) In cases covered by sub-clause (5) of this clause, those
Committee who do not stand to receive the proposed benefit
must be satisfied that it is in the interests of the Association to
contract with or employ that Committee Officer rather than with someone
who is not a Committee Officer and they must record the reason for their
decision in the minutes. In reaching that decision the Committee
must balance the advantage of contracting with or employing
a Committee Officer against the disadvantage of doing so (especially the
loss of the Committee Officer’s services as a result of dealing with the
Committee Officer’s conflict of interest).
(c) The Committee may only authorise a transaction falling within
paragraphs 5(a)–(c) of this clause if the Committee Officer body comprises
a majority of Committee who have not received any such benefit.
(d) If the Committee fail to follow this procedure, the resolution to
confer a benefit upon the Committee Officer will be void and the Committee Officer
must repay to the Association the value of any benefit received by
the Committee Officer from the Association.
(7) A Committee Officer must absent himself or herself from any discussions of
the Committee in which it is possible that a conflict will arise between
his or her duty to act solely in the interests of the Association and any
personal interest (including but not limited to any personal
financial interest) and take no part in the voting upon the matter.
(8) In this Clause 4, “Committee Officer” shall include any person firm or company
connected with the Committee Officer.
5. Dissolution
(1) If the members resolve to dissolve the Association the Committee will
remain in office as Association Committee and be responsible for winding
up the affairs of the Association in accordance with this clause.
(2) The Committee must collect in all the assets of the Association and must
pay or make provision for all the liabilities of the Association.
(3) The Committee must apply any remaining property or money:
(a) directly for the Objects;
(b)by transfer to any Association which prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Association under Part 1 clause 4(3) hereof or charities for purposes the same as
or similar to the Association;

 (4) The members may pass a resolution before or at the same time as
the resolution to dissolve the Association specifying the manner in
which the Committee are to apply the remaining property or assets of
the Association and the Committee must comply with the resolution if it is
consistent with paragraphs (a)–(c) inclusive in sub-clause (3)
above.
(5) In no circumstances shall the net assets of the Association be paid to or
distributed among the members of the Association (except to a
member that is itself a Association).
6. Amendments
(1) The Association may amend any provision contained in Part 1 of this
Constitution provided that:
(a) no amendment may be made that would have the effect of
making the Association cease to be a Association at law;
(b) no amendment may be made to alter the Objects if the
change would not be within the reasonable contemplation of
the members of or donors to the Association;
(c) no amendment may be made to clause 4 without the prior
written consent of the Commission;
(d) any resolution to amend a provision of Part 1 of this
constitution is passed by not less than two thirds of the
members present and voting at a general meeting.
(2) Any provision contained in Part 2 of this constitution may be
amended, provided that any such amendment is made by
resolution passed by a simple majority of the members present
and voting at a general meeting.
(3) A copy of any resolution amending this constitution shall be sent to
the Commission within twenty one days of it being passed.
Part 2
7. Membership
(1) Membership is open to individuals over eighteen or organisations
who are approved by the Committee.
(2) (a) The Committee may only refuse an application for membership if,
acting reasonably and properly, they consider it to be in the
best interests of the Association to refuse the application.
(b) The Committee must inform the applicant in writing of the
reasons for the refusal within twenty-one days of the decision.
(c) The Committee must consider any written representations the
applicant may make about the decision. The Committee’ decision
following any written representations must be notified to the
applicant in writing but shall be final.
(3) Membership is not transferable to anyone else.
(4) The Committee must keep a register of names and addresses of the
members which must be made available to any member upon
request.
8. Termination of Membership
Membership is terminated if:
(1) the member dies or, if it is an organisation, ceases to exist;
(2) the member resigns by written notice to the Association unless, after
the resignation, there would be less than two members;
(3) any sum due from the member to the Association is not paid in full
within six months of it falling due;
(4) the member is removed from membership by a resolution of the
Committee that it is in the best interests of the Association that his or her
membership is terminated. A resolution to remove a member from
membership may only be passed if:
(a) the member has been given at least twenty one days’ notice
in writing of the meeting of the Committee at which the
resolution will be proposed and the reasons why it is to be
proposed;
(b) the member or, at the option of the member, the member’s
representative (who need not be a member of the Association) has
been allowed to make representations to the meeting.
9. General meetings
(1) The Association must hold a general meeting within twelve months of
the date of the adoption of this constitution.
(2) An annual general meeting must be held in each subsequent year
and not more than fifteen months may elapse between successive
annual general meetings.
(3) All general meetings other than annual general meetings shall be
called special general meetings.
(4) The Committee may call a special general meeting at any time.
(5) The Committee must call a special general meeting if requested to do
so in writing by at least ten members or one tenth of the
membership, which ever is the greater. The request must state the
nature of the business that is to be discussed. If the Committee fail to
hold the meeting within twenty-eight days of the request, the
members may proceed to call a special general meeting but in
doing so they must comply with the provisions of this Constitution.
10. Notice
(1) The minimum period of notice required to hold any general
meeting of the Association is fourteen clear days from the date on
which the notice is deemed to have been given.
(2) A general meeting may be called by shorter notice, if it is so
agreed by all the members entitled to attend and vote.
(3) The notice must specify the date, time and place of the meeting
and the general nature of the business to be transacted. If the
meeting is to be an annual general meeting, the notice must say
so.
(4) The notice must be given to all the members and to the Committee.
11. Quorum
(1) No business shall be transacted at any general meeting unless a
quorum is present.
(2) A quorum is;
•Two members entitled to vote upon the business to be
conducted at the meeting; or
• one tenth of the total membership at the time,
whichever is the greater.
(3) The authorised representative of a member organisation shall be
counted in the quorum.
(4) If:
(a) a quorum is not present within half an hour from the time
appointed for the meeting; or
(b) during a meeting a quorum ceases to be present,
the meeting shall be adjourned to such time and place as the Committee
shall determine.
(5) The Committee must re-convene the meeting and must give at least
seven clear days’ notice of the re-convened meeting stating the
date time and place of the meeting.
(6) If no quorum is present at the re-convened meeting within fifteen
minutes of the time specified for the start of the meeting the
members present at that time shall constitute the quorum for that
meeting.
12. Chair
(1) General meetings shall be chaired by the person who has been
elected as Chair.
(2) If there is no such person or he or she is not present within fifteen
minutes of the time appointed for the meeting a Committee Officer
nominated by the Committee shall chair the meeting.
(3) If there is only one Committee Officer present and willing to act, he or she
shall chair the meeting.
(4) If no Committee Officer is present and willing to chair the meeting within
fifteen minutes after the time appointed for holding it, the
members present and entitled to vote must choose one of their
number to chair the meeting.
13. Adjournments
(1) The members present at a meeting may resolve that the meeting
shall be adjourned.
(2) The person who is chairing the meeting must decide the date time
and place at which meeting is to be re-convened unless those
details are specified in the resolution.
(3) No business shall be conducted at an adjourned meeting unless it
could properly have been conducted at the meeting had the
adjournment not taken place.
(4) If a meeting is adjourned by a resolution of the members for more
than seven days, at least seven clear days’ notice shall be given of
the re-convened meeting stating the date time and place of the
meeting.
14. Votes
(1) Each member shall have one vote but if there is an equality of
votes the person who is chairing the meeting shall have a casting
vote in addition to any other vote he or she may have.
(2) A resolution in writing signed by each member (or in the case of a
member that is an organisation, by its authorised representative)
who would have been entitled to vote upon it had it been
proposed at a general meeting shall be effective. It may comprise
several copies each signed by or on behalf of one or more
members.
15. Representatives of Other Bodies
(1) Any organisation that is a member of the Association may nominate
any person to act as its representative at any meeting of the
Association.
(2) The organisation must give written notice to the Association of the
name of its representative. The nominee shall not be entitled to
represent the organisation at any meeting unless the notice has
been received by the Association. The nominee may continue to
represent the organisation until written notice to the contrary is
received by the Association.
(3) Any notice given to the Association will be conclusive evidence that the
nominee is entitled to represent the organisation or that his or her
authority has been revoked. The Association shall not be required to
consider whether the nominee has been properly appointed by the
organisation.
16. Officers and Committee
(1) The Association and its property shall be managed and administered by
a committee comprising the Officers and other members elected in
accordance with this Constitution. The Officers and other members
of the committee shall be the Committee of the Association and in this
constitution are together called “the Committee”.
(2) The Association shall have the following Officers:
• A chair,
• A secretary,
• A treasurer.
(3) A Committee Officer must be a member of the Association or the nominated
representative of an organisation that is a member of the Association.
(4) No one may be appointed a Committee Officer if he or she would be
disqualified from acting under the provisions of Clause 19.
(5) The number of Committee shall be not less than three but (unless
otherwise determined by a resolution of the Association in general
meeting) shall not be subject to any maximum.
(6) The first Committee (including Officers) shall be those persons elected
as Committee and Officers at the meeting at which this constitution is
adopted.
(7) A Committee Officer may not appoint anyone to act on his or her behalf at
meetings of the Committee.
17. The Appointment of Committee
(1) The Association in general meeting shall elect the Officers and the
other Committee.
(2) The Committee may appoint any person who is willing to act as a
Committee Officer. Subject to sub-clause 5(b) of this clause, they may also
appoint Committee to act as officers.
(3) Each of the Committee shall retire with effect from the conclusion of
the annual general meeting next after his or her appointment but
shall be eligible for re-election at that annual general meeting.
(4) No-one may be elected a Committee Officer or an Officer at any annual
general meeting unless prior to the meeting the Association is given a
notice that:
(a) is signed by a member entitled to vote at the meeting;
(b) states the member’s intention to propose the appointment of a
person as a Committee Officer or as an officer;
(c) is signed by the person who is to be proposed to show his or
her willingness to be appointed.
(5) (a) The appointment of a Committee Officer, whether by the Association in
general meeting or by the other Committee, must not cause the
number of Committee to exceed any number fixed in accordance
with this constitution as the maximum number of Committee.
(b) The Committee may not appoint a person to be an Officer if a
person has already been elected or appointed to that office
and has not vacated the office.
18. Powers of Committee
(1) The Committee must manage the business of the Association and have
the following powers in order to further the Objects (but not for
any other purpose):
(a) to raise funds. In doing so, the Committee must not undertake
any substantial permanent trading activity and must comply
with any relevant statutory regulations;
(b) to buy, take on lease or in exchange, hire or otherwise acquire
any property and to maintain and equip it for use;
(c) to sell, lease or otherwise dispose of all or any part of the
property belonging to the Association.
(d) to borrow money and to charge the whole or any part of the
property belonging to the Association as security for repayment of
the money borrowed.
(e) to co-operate with other charities, voluntary bodies and
statutory authorities and to exchange information and advice
with them;
(f) to establish or support any charitable trusts, associations or
institutions formed for any of the charitable purposes included
in the Objects;
(g) to acquire, merge with or enter into any partnership or joint
venture arrangement with any other Association formed for any of
the Objects;
(h) to set aside income as a reserve against future expenditure but
only in accordance with a written policy about reserves;
(j) to obtain and pay for such goods and services as are necessary
for carrying out the work of the Association;
(k) to open and operate such bank and other accounts as the
Committee consider necessary and to invest funds and to
delegate the management of funds in the same manner and
subject to the same conditions as the Committee of a trust are
permitted to do by the Committee Officer Act 2000;
(l) to do all such other lawful things as are necessary for the
achievement of the Objects;
(2) No alteration of this constitution or any special resolution shall
have retrospective effect to invalidate any prior act of the Committee.
(3) Any meeting of Committee at which a quorum is present at the time
the relevant decision is made may exercise all the powers
exercisable by the Committee.
19. Disqualification and Removal of Committee
A Committee Officer shall cease to hold office if he or she:
(1) is disqualified for acting as a Committee Officer by virtue of section 72 of the
Charities Act 1993 (or any statutory re-enactment or modification
of that provision);
(2) ceases to be a member of the Association;
(3) becomes incapable by reason of mental disorder, illness or injury of
managing and administering his or her own affairs;
(4) resigns as a Committee Officer by notice to the Association (but only if at least
two Committee will remain in office when the notice of resignation is
to take effect); or
(5) is absent without the permission of the Committee from all their
meetings held within a period of six consecutive months and the
Committee resolve that his or her office be vacated.
20. Proceedings of Committee
(1) The Committee may regulate their proceedings as they think fit,
subject to the provisions of this constitution.
(2) Any Committee Officer may call a meeting of the Committee.
(3) The secretary must call a meeting of the Committee if requested to do
so by a Committee Officer.
(4) Questions arising at a meeting must be decided by a majority of
votes.
(5) In the case of an equality of votes, the person who chairs the
meeting shall have a second or casting vote.
(6) No decision may be made by a meeting of the Committee unless a
quorum is present at the time the decision is purported to be
made.
(7) The quorum shall be two or the number nearest to one third of the
total number of Committee, whichever is the greater or such larger
number as may be decided from time to time by the Committee.
(8) A Committee Officer shall not be counted in the quorum present when any
decision is made about a matter upon which that Committee Officer is not
entitled to vote.
(9) If the number of Committee is less than the number fixed as the
quorum, the continuing Committee or Committee Officer may act only for the
purpose of filling vacancies or of calling a general meeting.
(10)The person elected as the Chair shall chair meetings of the
Committee.
(11)If the Chair is unwilling to preside or is not present within ten
minutes after the time appointed for the meeting, the Committee
present may appoint one of their number to chair that meeting.
(12)The person appointed to chair meetings of the Committee shall have
no functions or powers except those conferred by this constitution
or delegated to him or her in writing by the Committee.
(13)A resolution in writing signed by all the Committee entitled to receive
notice of a meeting of Committee or of a committee of Committee and
to vote upon the resolution shall be as valid and effectual as if it
had been passed at a meeting of the Committee or (as the case may
be) a committee of Committee duly convened and held.
(14)The resolution in writing may comprise several documents
containing the text of the resolution in like form each signed by
one or more Committee.
21. Delegation
(1) The Committee may delegate any of their powers or functions to a
committee of two or more Committee but the terms of any such
delegation must be recorded in the minute book.
(2) The Committee may impose conditions when delegating, including
the conditions that:
• the relevant powers are to be exercised exclusively by the
committee to whom they delegate;
• no expenditure may be incurred on behalf of the Association
except in accordance with a budget previously agreed with the
Committee.
(3) The Committee may revoke or alter a delegation.
(4) All acts and proceedings of any committees must be fully and
promptly reported to the Committee.
22. Irregularities in Proceedings
(1) Subject to sub-clause (2) of this clause, all acts done by a meeting
of Committee, or of a committee of Committee, shall be valid
notwithstanding the participation in any vote of a Committee Officer:
• who was disqualified from holding office;
• who had previously retired or who had been obliged by the
constitution to vacate office;
• who was not entitled to vote on the matter, whether by reason
of a conflict of interest or otherwise;
if, without:
• the vote of that Committee Officer; and
• that Committee Officer being counted in the quorum,
the decision has been made by a majority of the Committee at a
quorate meeting.
(2) Sub-clause (1) of this clause does not permit a Committee Officer to keep any
benefit that may be conferred upon him or her by a resolution of
the Committee or of a committee of Committee if the resolution would
otherwise have been void.
(3) No resolution or act of
(a) the Committee
(b) any committee of the Committee
(c) the Association in general meeting
shall be invalidated by reason of the failure to give notice to any
Committee Officer or member or by reason of any procedural defect in the
meeting unless it is shown that the failure or defect has materially
prejudiced a member or the beneficiaries of the Association.
23. Minutes
The Committee must keep minutes of all:
(1) appointments of Officers and Committee made by the Committee;
(2) proceedings at meetings of the Association;
(3) meetings of the Committee and committees of Committee including:
• the names of the Committee present at the meeting;
• the decisions made at the meetings; and
• where appropriate the reasons for the decisions.
24.  The terms of the appointment of any holding Committee must provide
that they may act only in accordance with lawful directions of the
Committee and that if they do so they will not be liable for the acts
and defaults of the Committee or of the members of the Association.
(3) The Committee may remove the holding Committee at any time.
25. Repair and insurance
The Committee must keep in repair and insure to their full value against fire
and other usual risks all the buildings of the Association (except those buildings
that are required to be kept in repair and insured by a tenant). They must
also insure suitably in respect of public liability and employer’s liability.
26. Notices
(1) Any notice required by this constitution to be given to or by any
person must be:
(a) in writing; or
(b) given using electronic communications.
(2) The Association may give any notice to a member either:
(a) personally; or
(b) by sending it by post in a prepaid envelope addressed to the
member at his or her address; or
(c) by leaving it at the address of the member; or
(d) by giving it using electronic communications to the member’s
address.
(3) A member who does not register an address with the Association or
who registers only a postal address that is not within the United
Kingdom shall not be entitled to receive any notice from the Association.
(4) A member present in person at any meeting of the Association shall be
deemed to have received notice of the meeting and of the
purposes for which it was called.
(5) (a) Proof that an envelope containing a notice was properly
addressed, prepaid and posted shall be conclusive evidence
that the notice was given.
(b) Proof that a notice contained in an electronic communication
was sent in accordance with guidance issued by the Institute of
Chartered Secretaries and Administrators shall be conclusive
evidence that the notice was given.
(c) A notice shall be deemed to be given 48 hours after the
envelope containing it was posted or, in the case of an
electronic communication, 48 hours after it was sent.
27. Rules
(1) The Committee may from time to time make rules or bye-laws for the
conduct of their business.
(2) The bye-laws may regulate the following matters but are not
restricted to them:
(a) the admission of members of the Association (including the
admission of organisations to membership) and the rights and
privileges of such members, and the entrance fees,
subscriptions and other fees or payments to be made by
members;
(b) the conduct of members of the Association in relation to one
another, and to the Association’s employees and volunteers;
(c) the setting aside of the whole or any part or parts of the
Association’s premises at any particular time or times or for any
particular purpose or purposes;
(d) the procedure at general meeting and meetings of the Committee
in so far as such procedure is not regulated by this Constitution;
(e) the keeping and authenticating of records. (If regulations made
under this clause permit records of the Association to be kept in
electronic form and requires a Committee Officer to sign the record, the
regulations must specify a method of recording the signature
that enables it to be properly authenticated.)
(f) generally, all such matters as are commonly the subject matter
of the rules of an unincorporated association.
(3) The Association in general meeting has the power to alter, add to or
repeal the rules or bye-laws.
(4) The Committee must adopt such means as they think sufficient to
bring the rules and bye-laws to the notice of members of the
Association.
(5) The rules or bye-laws shall be binding on all members of the
Association. No rule or bye-law shall be inconsistent with, or shall affect
or repeal anything contained in, this constitution.

 

 

Sculpting Light Films is a not-for-profit organisation.

All funds go towards facilitating our community projects.