MERCIA CINEMA SOCIETY

MINUTES of the ANNUAL GENERAL MEETING 2007

held at the Prince of Wales’ Theatre on Saturday 1 December at 1.15

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CONSTITUTION

Rule 1 Name: The Society shall be called the Mercia Cinema Society

Rule 2 Objects: The objects of the Society shall be the advancement of the education of the public and the promotion of research into the history of the cinema in the United Kingdom, both past and present, and in furtherance of this aim, but not further or otherwise, the Society shall have power:

a) to bring into contact research workers and to promote and to foster research throughout the United Kingdom;

b) to assist such work with financial grants and with advice in the proposed publication of research material

c) to co-operate at the discretion of the Society’s executive committee with similar organisations in the United Kingdom;

d) to arrange meetings for the reading of papers, discussions and other suitable activities

e) to issue annual and other more frequent publications;

f) to encourage and, if possible, to arrange for the preservation of important source material and contemporary records

g) to accept through the Society’s trustees and subject to the discretion of the executive committee gifts and loans of research material and to make such gifts and loans available for educational and research purposes

h) to donate copies as the executive committee shall determine of relevant information published by the Society to libraries and record offices for the public benefit.

Rule 3 Membership: Membership shall be open to anyone interested in the history of the cinema as described in rule 2 and such membership shall be divided as follows:

1) Individual Members: The annual subscription for each individual member shall be such sum as members at an annual general meeting shall from time to time decide and shall entitle each such member:

a) to attend all meetings of the Society and, except for those under the age of 18, to vote on all motions proposed at such meetings:

b) to attend such exhibitions or other activities of a social nature that might from time to time be organised by the Society

c) to bring one guest, at the discretion of the executive committee, to all meetings held by the Society except the annual and extra-ordinary general meetings

d) to receive one copy each of the Society’s publication, Mercia Bioscope, and such other periodicals and papers as may be published by the Society for free distribution to members.

2) Corporate Members: The annual subscription for each corporate member shall be such sum as members at an annual general meeting shall from time to time decide and shall entitle each such member:

a) to send two delegates to all meetings of the Society and to one vote by one of the delegates who shall be named to the Administrator of the Society beforehand on all motions proposed at such meetings;

b) to send two delegates to such exhibitions or other activities of a social nature that might from time to time be organised by the society

c) to allow each delegate to bring one guest at the discretion of the executive committee to all meetings held by the Society except the annual and extraordinary general meetings

d) to receive one copy each of the Society’s publication, Mercia Bioscope, and such other periodicals and papers as may be published by the Society for free distribution to members.

3) Associate Members: The annual subscription for each associate member shall be such sum as members at an annual general meeting shall from time to time decide and shall entitle each such member to attend the Society’s meetings but shall not entitle such member to vote at the Society’s meetings nor to receive free any of the Society’s publications as described in Rule 3 (1) (d).

4) Life Members: Individual members may become life members on payment of such sum as members at an annual general meeting shall decide. Life members shall be entitled to vote at all meetings of the Society and to enjoy such advantages as described in Rule 3 (1) (b) (c) (d). Life membership shall not be open to corporate and associate members.

5) Honorary Life Members: The Society may bestow at the discretion of the executive committee and with the approval of an annual general meeting honorary life membership on any individual or corporate member considered to have advanced worthily the aims of the Society in the fields of education and research. Such membership shall confer all advantages enjoyed by individual and corporate members.

6) Honorary Members: The Society may bestow at the discretion of the executive committee and with the approval of an annual general meeting honorary membership on any individual or corporate member for such period as may be deemed fit. Such membership shall confer all advantages and entitlements enjoyed by individual and corporate members but shall not entitle such honorary member to vote at any of the Society’s meetings.

Rule 4. Election To Membership: All applications for membership shall be submitted in writing to the Administrator or such officer of the Society with responsibility for membership and shall be placed before the executive committee.

Rule 5. Admission To Membership: Upon election, notice shall be given immediately to the member whose subscription shall also become due. The member shall be furnished with a copy of the rules of the Society and shall be accorded all rights and advantages of membership applicable to the respective class of membership granted, The member shall be bound by the Society’s rules.

Rule 6, Non-Payment Of Subscription: A member whose subscription is more than three months in arrears shall be struck off the Society’s roll of members and may be reinstated by the executive committee only on payment of the outstanding arrears and the current subscription.

Rule 7 Cancellation Of Membership: The executive committee at their discretion may terminate the membership of a member for good and sufficient reasons which shall be conveyed in writing to the member concerned. The member whose membership is terminated shall have the right to be heard by a special general meeting of the members and the decision of such general meeting on the merits of the member’s appeal shall be binding of the executive committee. In the event of the executive committee’s decision being upheld by a general meeting. the unexpired portion of the member’s subscription shall be returned. The executive committee shall be empowered to decline to allow a member to renew his/her annual subscription without giving a reason therefor and shall give the member notice In writing of their decision so to do. Any individual or corporate body ceasing to be a member of the Society under this rule or other wise shall forfeit all right and claim upon the Society, Its property and its funds.

Rule 8 Management: The Society (except as otherwise provided by these rules) shall be managed by a chairman, a vice-chairman, officers and an executive committee of four members all of whom shall be appointed or elected at an annual general meeting of the Society by show of hands or, if demanded by a simple majority of those present, by a secret ballot as follows:

a) A chairman and a vice-chairman who shall hold office for one year and shall be eligible for re-election and shall both be ex-officio members of the executive committee. The chairman shall preside at all meetings of the Society including those of the executive committee and shall in the case of an equality of votes have a casting vote. In the absence of the chairman. the vice-chairman shall preside at all meetings of the Society and shall also be empowered to exercise a casting vote. (The term chairman and vice-chairman is to be taken as applicable to both female and male holders of such offices),

b) An Administrator responsible for the keeping of minutes of annual, general and extraordinary meetings of the Society and of meetings of the executive committee and the general administration of the Society’s affairs who shall hold office for one year and shall be eligible for re-election and shall be an ex-officio member of the executive committee

c) An honorary treasurer responsible for the collection of subscriptions and the general administration of the funds of the Society who shall hold office for one year and shall be eligible for re-election and shall be an ex-officio member of the executive committee

d) An honorary membership secretary responsible for compiling and maintaining an up-to-date record of members of the Society who shall hold office for one year and shall be eligible for re-election and shall be an ex-officio member of the executive committee,

e) An honorary editor responsible for the production and distribution to its members of the Society’s Newsreel and Bioscope and an honorary book sales officer responsible for marketing and sales of the Society’s other publications both to hold office for one year and who shall be eligible for re-election and shall be ex-officio members of the executive committee

f) An executive committee of four members as stated who shall hold office for one year and shall be eligible for re-election. They shall have power to co-opt for a period not exceeding their term of office up to two members of the Society with specialised knowledge useful to the committee in their deliberations. In the absence of both chairman and vice-chairman at meetings of the executive committee. members shall select from among their number present a member willing to preside.

Rule 9 Nominations: Candidates for election to all offices of the Society and to the executive committee shall be individual members of the Society and they shall be elected only after being duly proposed and seconded and with their consent.

Rule 10 Vacancies: In the event of a vacancy occurring on the executive committee or among the officers of the Society either by resignation or by any other cause, it shall be filled (a) in the case of the executive committee by co-option from the general membership of the Society (b) in the case of an officer, or officers, of the Society, by selection by the executive committee from among their numbers or, failing agreement or consent, by co-option from the general membership of the Society and any resultant drop In the strength of the committee shall be dealt with as described In (a).

Rule 11 Meetings Of Committee: The executive committee shall meet at such times as are necessary to carry on efficiently the business of the Society. Three members of the committee, including the ex-officio members, shall form a quorum.

Rule 12 Sub-Committees: (a) A publications sub-committee shall comprise the chairman, the Administrator, the treasurer, the editor as described In Rule 8(e) and the book sales officer. They shall be responsible to the executive committee in determining publications policy

(b) The executive committee shall have power to appoint advisory and research sub-committees composed of committee members and such other members of the Society as the committee may decide to co-opt. Such sub-committees may seek the advice of expert non-members if they so desire.

Rule 13 Bye-Laws: The executive committee shall have power to make, repeal and amend bye-laws and regulations not inconsistent with these rules as they shall deem expedient for the well-being and management of the Society and such bye-laws and regulations, duly notified to members, shall be binding upon members until amended or repealed by the executive committee or by resolution of an annual, general or extraordinary general meeting of the Society.

Rule 14 Trustees: Trustees shall be appointed by an annual general meeting on the recommendation of the executive committee and shall respectively hold office until death or resignation unless removed from office by resolution of an annual general meeting. The number of trustees shall be not more than four nor fewer than two and the property of the Society (other than cash which shall be under the control of the treasurer) and material on loan to the Society shall be vested in and controlled by them but they shall deal with such property and loans as directed by resolution of the executive committee of which entry in the minute book shall be conclusive evidence provided this does not infringe Trustee Law and they shall be indemnified against risk and expense out of the Society’s assets other than any original research material entrusted by way of gift to the Society. The executive committee shall have power to take and accept gifts of property of any description whether subject to any special trusts or not and to invest and to deal with the monies of the Society not immediately required for the goal management of the Society in such manner as the Society from time to time shall determine subject to the conditions (if any) and such consents (if any) as may for the time being be imposed or required by law.

Rule 15. Annual General Meeting: An annual general meeting shall be held on the first Saturday in December and at such place and time as the executive committee shall decide for the following purposes:

a) to receive from the officers and the executive committee an annual report, a balance sheet and statement of accounts for the preceding year

b) to elect officers as described in Rule 8

c) to elect members to the executive committee

d) to appoint an honorary auditor

e) to decide on any resolutions submitted to the meeting by the executive committee or by individual members

f) to decide on such amendments to rules, bye-laws or regulations as may appear necessary

g) to conduct any other business.

Notice of the holding of an annual general meeting shall be given to members of all categories not fewer than 21 days before the date on which such meeting Is called. Ten per cent of the members eligible to vote in person or by proxy Including the officers and members of the executive committee shall be deemed to form a quorum.

Rule 16 General Meetings: The executive committee at their discretion may call a general meeting of members to conduct such business as they may deem to be necessary for the good management of the Society’s affairs. Notice of the holding of such general meeting shall be given to members of all categories not fewer than 21 days before the date on which the meeting is called. Ten per cent of the members eligible to veto In person or by proxy including the officers and the executive committee shall be deemed to form a quorum.

Rule 17 Extraordinary General Meetings: The executive committee may at any time for any special purpose call an extraordinary general meeting and they shall do so forthwith upon a requisition in writing of any twelve individual members of the Society stating the purpose for which the meeting is required. Notice of such meeting to include details of the purpose for which it is being called shall be sent to members of all categories not fewer than 21 days before the date of the meeting. A quorum shall be similar to that required for the conduct of annual and general meetings of the Society.

Rule 18 Conduct Of Meetings: All meetings of the Society shall be presided over by the chairman and, in the absence of the chairman, by the vice-chairmen and, in the absence of both, by a member selected by the executive committee. Every individual member, except for those under the age of 18, and one named delegate representing a corporate member shall have the right to vote upon every motion. In addition to the right to propose a motion, duly seconded, at all meetings of the Society, all members, both individual and corporate. shell be entitled to propose a motion, duly seconded, for consideration at annual general and extraordinary general meetings of the Society by giving notice to the Administrator 28 days before the date of such meeting. The executive committee shall be empowered, if they think fit, to enable members unable for good reason to he present at a meeting to vote in writing on any motion notice of which may have been given beforehand. In addition, all members, both individual and corporate, except those under the age of 18. shall have the right to vote by proxy. Notice of intention to do so, naming the chairman or a responsible member of the Society to act on the member’s behalf, must be made in writing to the Administrator five clear days before the date of the intended meeting and unless clear indication is given to a proxy as to how a vote is to be cast it shall be left to the discretion of the proxy named to vote as he/she may see fit.

Rule 19 Finance The honorary treasurer shall open and maintain an account in the name of the Society at a bank and/or building society approved by resolution of the executive committee. The honorary treasurer and two other signatories who shall be the chairman and vice-chairman of the Society shell be empowered by resolution of the executive committee and after due notice is given to the bank or building society to sign cheques drawn on the Society’s account in payment of debts. The treasurer shall receive all subscriptions, gifts and grants to the Society and all monies accruing from the distribution and sale of all publications issued for, by and on behalf of the Society. The accounts of the Society shall be balanced annually and shall be audited by a suitable individual (not being an officer of the Society or a member of the executive committee) appointed at each annual general meeting. A vacancy occurring in the office of auditor during the year shall be filled at the discretion of the executive committee. The audited accounts of the Society shall be presented at the annual general meeting and copies shall be held by the Administrator for the inspection of members.

Rule 20 Social Activities The executive committee shall have power to organise, or cause to be organised such social activities for the enjoyment of members.

Rule 21 Interpretation Of Rules: The executive committee shall be the sole authority for the Interpretation of the rules of the Society and of any bye-laws or regulations made thereunder and the decision of the executive committee upon any question of interpretation or upon any matter affecting the Society and not provided for by rules or by any bye-laws or regulations made thereunder shall be final and binding on all members.

Rule 22 Amendment Of Rules: The rules of the Society may be added to, amended or repealed at any annual or extraordinary general meeting provided that no such resolution shall be deemed to have been passed unless it is carried by a majority of at least two-thirds of the members voting thereon and provided that no additional amendment or repeal is made to the rules which would cause the Society to cease to be a charity in law. Notice of any proposed alteration to the rules shall be made in writing and sent to the Administrator 28 days before the meeting at which it is to be proposed.

Rule 23 Liability Of Members: The maximum liability which members of the Society (whether or not members of the executive committee) my incur shall be limited to an amount not exceeding one year’s subscription.

Rule 24 Dissolution Of The Society: A resolution to dissolve the Society shell be presented at any general meeting and, if passed by a majority, it shall then be laid before an extraordinary general meeting convened one month later with a provision for those members who are unable to be present to submit their votes in writing. In the event of an extraordinary general meeting confirming the resolution by a two-thirds majority, the executive committee shall thereupon, or at any such future date as shall be specified in the aforesaid resolution, return any articles upon loan and after discharging fret the funds of the Society all liabilities divide the remaining assets among such charitable research organisations devoted to the history and the advancement of the cinema in the United Kingdom as the executive committee shall decide and when such assets have been divided as aforesaid the Society shall be deemed to have been dissolved.

Rule 25 Data Protection Act And Computerisation: The executive committee shall be empowered to conduct operations of the Society by computer as and when expedient subject to the provisions of the Data Protection Act 1984 and any subsequent amendments to that Act. Any member who desires to be excluded from computer-based operations is hereby empowered to register his/her exclusion with the Society’s Administrator.

Rule 26 Definition: In these rules, unless the context requires otherwise, the masculine gender shall include the feminine and, in the case of corporate members, the singular the plural.