1. The name of the Guild shall be THE GUILD OF FOOD WRITERS. It shall be a non-profit-distributing body.
2. The object of the Guild shall be:
a) to bring together professional food writers, including journalists, broadcasters and authors. To regularly issue a list of members on the website and/or in book form.
b) to extend the range of the members’ knowledge and experience by arranging discussions, forums, comparative tastings and visits and to encourage the development of new writers by every means including competitions and awards.
c) to contribute to the growth of public interest in, and a knowledge of, the subject of food and to campaign for improvements in the quality of food offered to the majority of people.
3. Membership shall, at the discretion of the Committee, be open to journalists, broadcasters and authors who write about food and who are currently and normally employed as such.
4. The Committee shall be responsible for the ELECTION of all members of the Guild. Candidates for membership may be proposed by any ordinary member of the Guild. The proposer shall vouch for his or her fitness as a candidate from their personal knowledge. The Chairperson or Guild Secretary may act as a Seconder without personal knowledge when necessary and desirable and with the agreement of the Committee. Prospective members may also apply direct to the Committee. Application for membership will set out details of the candidate’s name, include any pseudonyms and addresses, and such other information as the Committee shall decide. It should be supported by published material or recorded broadcast material. The current membership fee should be enclosed, which will be returned if the application is not accepted. The candidature will be included in the agenda of the next Committee meeting.
5. At that meeting the Committee shall consider the application and may elect the candidate to ordinary membership, reject the candidate, or postpone the application so that further enquiries may be made. The Committee is not required to explain or comment to the applicant on the rejection of an application.
6. If the candidate be approved, he or she shall thereupon be furnished with a copy of this Constitution and Rules. The newly elected member shall be registered as a member and entitled to all the benefits and privileges of membership and shall be bound by these Rules.
7. In the next convenient general communication to members, all newly elected members shall have published their names, addresses, pseudonyms and other such information as the Committee may deem of interest. Where a member does not wish information to be published, the Guild will undertake not to publish such details.
8. The annual subscription of the Guild shall be the same for all ordinary members, with the exception of elected Committee members who shall be eligible for free membership for the duration of their service on the Committee, as determined by Committee membership on the date of renewal (31 December).
9. The subscription rate will be decided on by the Committee and set at the Annual General Meeting.
Members aged 75 years and over at the date of renewal (31 December) will be eligible for Senior Membership with a 50% discount on the subscription, based on a minimum of ten years unbroken membership.
Members aged 80 years and over at the date of renewal (31 December) will be eligible for free honorary Emeritus Membership, based on a minimum of ten years unbroken membership.
The Committee reserves the right to offer Honorary Membership at its discretion.
All annual subscriptions shall be payable by 31 December in each preceding year by Bankers’ Order, Direct Debit or Cheque. A member who has not paid the due subscription by the last day of February of the due year without good cause shall be deemed to be out of membership.
10. All subscriptions shall be paid to the Treasurer for the account of the Guild standing at such bank and branch as the Committee shall decide.
Resignation and expulsion of members
11. Any member may resign from membership of the Guild by giving to the Committee notice in writing to that effect but will be deemed liable to pay the full subscription for the year in which the resignation is made if it is made after the first three months of that year.
12. The Committee may at its discretion require the resignation of a member whom it considers no longer to be eligible for membership of the Guild for any reason it deems proper, provided that the member is advised of the Committee’s intention in writing.
13. It shall be the duty of the Committee at its discretion to invite by letter any member to withdraw from the Guild within a time specified in such a letter, and in default of such withdrawal to submit, if it sees fit, the question of expulsion to a General Meeting. The member whose expulsion is under consideration shall be allowed to offer an explanation of his or her conduct verbally or in writing to the Meeting and if a simple majority of the members present and able to vote shall vote for the member’s expulsion, that member shall cease forthwith to be a member of the Guild.
14. No person upon ceasing to be a member of the Guild, whether by resignation, expulsion or for any other reason whatsoever, shall have any rights or claim upon the Guild, its property, funds or members.
15. The committee is empowered to raise funds for the activities of the Guild as it deems appropriate and necessary. This will include commercial marketing of the list of members of the Guild together with their private or business address as registered, save that any member may require personal information to be excluded from the list of members for this purpose.
16. The position of President will be filled by invitation of the Committee. The President will serve for a five-year period. The position of Vice-President will also be by invitation for a five-year period, but the latter appointment will be optional and filled at the Committee’s discretion. These appointments may be reviewed at any time by the Committee.
Management of the Guild
17. The management of the Guild, except as otherwise provided by these rules shall be delegated to a Committee consisting of ordinary members who shall elect from amongst themselves a Treasurer, a Guild Secretary, a Chairperson who shall be Chairperson of the Guild and, if it is felt desirable, a Vice-Chairperson. All Committee members may serve for four years but no longer though they may thereafter be re-elected after a year’s interval. The Committee shall have power to co-opt any other ordinary member for a specific task, such as membership of a subcommittee, or to hold a particular office such as Treasurer, in the light of that member’s particular interest, experience or skills. The co-opted member shall serve as a temporary Committee member with full voting rights for not longer than the period from the date of their being co-opted to the next Annual General Meeting thereafter. Co-option shall be limited to two ordinary members. The Committee shall have power at its discretion to appoint or dismiss at any time a legal adviser and a financial adviser to the Guild either or both of whom may, if so requested by the Committee, be in attendance in this capacity at any time at meetings of the Committee or of the Guild but without the voting rights in such capacity. The Committee shall have the power to appoint specialist officers for instance, a Functions or Special Events Officer, from the normal membership.
18. At the Annual General Meeting, between 12 (twelve) and 15 (fifteen) ordinary members of the Guild shall be elected to serve as a Committee. All Committee members will be elected for a four-year period but may stand down at any time they wish. No member may stand for more than four consecutive years without a one-year break unless that member of the Committee is the Chair and their tenure can be extended in the following circumstances: where a Chair has served only two years as Chair in their fourth year on the Committee, subject to the agreement of the Committee, the Chair can serve as Chair and member of the Committee for a further year; and where a Chair has served only one year as Chair in their fourth year on the Committee, subject to the agreement of the Committee, the Chair can serve as Chair and member of the Committee for a further two years.
19. The Committee, at its first meeting after the Annual General Meeting each year, shall elect or re-elect from among itself a Chairperson and, if it considers it desirable, a Vice-Chairperson. It shall also elect or re-elect a Guild Secretary and Treasurer. The Chairperson, or in his or her absence, Vice-Chairperson, shall take the Chair at all meetings of the Committee, and shall exercise the right of a second or casting vote in the event of an equality of votes upon the merits of any matter failing to be decided by the Committee. Subject to his or her general direction, the Committee shall fix its own procedure for acting upon any matter arising before the occasion of the next Annual General Meeting.
20. The Committee shall have power, if it thinks fit, to dismiss any Officer of the Committee and to replace him or her at any time during the currency of the year by any other members of the Committee, or by co-opting an ordinary member of the Guild, for any reason, and without having to state its reason therefore. In the event of such dismissal the ex-Officer shall remain an ordinary member of the Guild and a member of the Committee, unless or until expelled under the provision of these rules.
21. The Committee shall have power, over and above its power to co-opt as in rule 17, to fill any casual vacancy on the Committee from the ordinary members, until the next Annual General Meeting thereafter, at which Meeting such replacement shall retire but shall be eligible for re-election, such period of temporary service not counting as any part of the four-year period mentioned in rule 18.
22. The Committee shall meet as frequently as necessary in order to discuss and arrange the affairs of the Guild. A majority of the Committee shall form a quorum.
23. The Committee may from time to time appoint from among its number Convenors of any such subcommittee as it may deem either necessary or expedient, and may depute to such Convenors the selection of the subcommittee members from among the ordinary members of the Guild. The Committee may refer to such subcommittees all such powers and duties of the Committee as the Committee may determine. Such subcommittees shall periodically report their proceedings to the Committee through the Convenor, and shall conduct their business in accordance with the directions of the Committee.
Duties of the Guild Secretary
24. It shall be the duty of the Secretary faithfully and accurately to keep Minutes of all proceedings of the Guild and of the Committee in a regular and approved manner, and such Minutes, which shall be signed by the Chairperson, shall be open to the inspection of any ordinary member of the Guild through written application to the Guild Secretary. The Guild Secretary, elected by the Committee, shall further diligently carry out all directions of the Committee upon any matter connected with the administration or business of the Guild. He or she shall be responsible for keeping an official Membership Register of the Guild which shall contain the full names and addresses of all members. He or she shall be responsible for issuing all communications to members, save that the Chairperson may at any time communicate with members on his or her own behalf or on behalf of the Committee.
Duties of the Treasurer
25. It shall be the duty of the Treasurer to keep full and proper accounts of the Guild, and faithfully to carry out all directions of the Committee regarding the Guild’s financial affairs. He or she shall report regularly to the Committee, who shall, at all times, have access to the books of accounts and such other papers as are relevant thereto. He or she shall be responsible for making up the annual accounts of the Guild, for arranging an audit by a competent person selected by the Committee to be delivered not less than six weeks before the Annual General Meeting, and for presenting to the Annual General Meeting properly audited accounts, together with a financial report on the year last expired.
26. The financial year of the Guild shall end on 31 December in each calendar year, to which date the annual accounts of the Guild shall be balanced and audited.
27. If at any time the Guild in General Meeting shall pass a Resolution authorising the Committee to borrow money, the Committee shall be empowered thereupon to borrow for the purposes of the Guild such amount of money, either at one time or from time to time, and at such rate of interest in such form and manner, and upon such security as shall be specified in such Resolution and thereupon the Committee shall make such dispositions of the Guild property or any part thereof, and enter into such agreements in relation thereto as they may deem proper for giving security for such loans and interest. All members of the Guild, whether voting on such Resolution or not, and all persons becoming members of the Guild after the passing of such Resolution shall be deemed to have assented to the same as if they had voted in favour of such Resolution.
Annual General Meeting
28. The Annual General Meeting of the Guild shall be held upon a date and at a time and place to be fixed by the Committee who will notify all members in writing at least 42 (forty-two) days before, of that date and of the procedure for Resolutions. At the Annual General Meeting the following matters shall be dealt with, among others:
a) to receive from the Treasurer a Report, Balance Sheet and Statement of Accounts for the financial year last ended.
b) to elect a Committee for the ensuing year.
c) to decide on any Resolutions which may be duly submitted to the Meeting as hereinafter provided.
29. Any member desirous of moving any Resolution at the Annual General Meeting shall acquire a seconder and give notice thereof in writing to the Secretary not less than 21 (twenty-one) days before the date of such meeting, and the Secretary shall inform the members by Notice posted at least 7 days before the Annual General Meeting.
30. The names of candidates for election as Committee members with the names of the proposer and seconder in each case shall be submitted to the Guild Secretary at least 21 (twenty-one) days before each Annual General Meeting and the proposer and seconder shall warrant that the candidate proposed is willing to stand for election, and, if elected, to serve as a member of the Committee. Voting shall be by secret ballot. A list of candidates proposed for the Committee prepared on a Voting Form together with a note of the vacancies shall be issued by the Secretary to all members at least seven days before the time fixed for the Annual General Meeting. On this list, each member shall record as many votes as there are vacancies by marking a cross opposite the name of each candidate preferred for election. No member may give more than one vote to any candidate. The votes can be returned by post before the date of the Annual General Meeting or placed in the ballot box at the Annual General Meeting.
Special General Meeting
31. The Committee may at any time for any special purpose call a Special General Meeting with due notice to members, and they shall do so forthwith upon the requisition in writing of one-third or more members of the Guild stating the purpose for which the meeting is required.
32. At all General Meetings of the Guild, whether Special or Annual the Chair shall be taken by the Chairperson of the Guild. No member shall be allowed to attend the meeting unless fully paid up. Each ordinary Guild member shall be entitled to one vote upon each Resolution put to the meeting save that in the case of an equality of votes, the Chairperson of the meeting shall have a second or casting vote. The Committee shall be empowered to make regulations if it thinks fit, for enabling paid up members unable to be present to vote by proxy.
33. At least 42 (forty-two) days before the Annual General Meeting or any Special General Meeting, a Notice and Agenda of such meeting shall be sent to every member. In the case of the Annual General Meeting a copy of the audited annual accounts and Balance Sheet shall be sent to every member as soon as possible thereafter, so that the members shall have the opportunity of perusing the same before the meeting.
34. The quorum at all General Meetings shall be 7.5 per cent of the fully paid-up membership. For motions proposing any repeal, addition to, or amendment of the Rules, the quorum shall be 15 per cent of the fully paid-up membership.
Amendment to motions
35. No amendment (other than a motion of adjournment) shall be moved to any Resolution proposed at any General Meeting without the consent of the Member proposing such Resolution, unless written notice thereof shall have been sent to the Secretary not less than two days prior to the Meeting so that they may be tabled. The Secretary shall take immediate steps, upon receiving any such written notice, to bring it to the attention of the proposer of the original Resolution. The Chairperson of the Meeting can, with the consent of the meeting, accept minor or drafting amendments.
Profit from the Guild
a) The Committee shall have power to appoint, pay and dismiss such servants as it may deem necessary and this shall include the power to pay the Secretary, Treasurer, Legal Adviser and Financial Adviser.
b) No member shall, except for services rendered at the request of, or on appointment by, the Committee in any manner receive any profit, salary or emoluments from the funds or transactions of the Guild.
c) Funds not immediately needed for Guild purposes should, at the discretion of the Committee, be invested at the best available interest.
d) Two and a half per cent of members’ subscriptions shall be paid into a Benevolent Fund, to be used at the discretion of the committee.
e) The fund may be used for the relief of members’ hardship and for suitable educational purposes.
37. Each member shall notify the Secretary forthwith, or as soon as may reasonably be possible, of any change in his or her personal and/or business address if necessary, and the Guild Secretary shall enter the same in the official Membership Register. Any notice duly posted to any such address shall then be considered as having been duly given on the second day following the date of posting.
38. The Committee shall be the sole authority for the interpretation of this Constitution and Rules, and the decision of the Committee upon any question of interpretation or upon any matter affecting the Guild and not provided for by this Constitution and these Rules shall be final and binding upon all the members.
Amendment of Constitution and Rules
39. This Constitution and these Rules may be added to, repealed or amended by Resolution at any Annual or Special General Meeting or by postal vote or by electronic vote of the members, provided that no such Resolution shall be deemed to have been passed unless it be carried by 60 (sixty) per cent of those voting.
Dissolution of the Guild
40. If at any General Meeting any Resolution for dissolution of the Guild shall be passed by a majority of two-thirds of the members voting thereon, the Committee shall thereupon, or at such future date as shall be specified in such a Resolution, proceed to realise any property of the Guild, and, after the discharge of all liabilities, shall divide the same equally among all the ordinary members, in manner certified by a chartered accountant, appointed for that purpose by the Committee, whose fee shall be payable by the Guild, and upon the completing of such division, the Guild shall thereupon be dissolved.
Indemnification of officers
41. If any prosecution, action or other proceedings be commenced against any member of the Committee, or any other person who has been authorised by the Committee to act in relation to the affairs of the Guild, for anything done by him or her in the proper and reasonable discharge of his or her duties, such person may at the discretion of the Committee be defended and indemnified by, and at the cost of the Guild from damages, costs and expenses which may be incidental to or from such prosecution, action or proceedings. In such case, the conduct of the defence of the action or other proceedings shall be determined by the Committee. The Committee is empowered to apply the property and funds of the Guild for such purpose.
Breaches of the Rules
42. The investigation of any alleged breach of the Rules shall be conducted by the Committee. In such case, the Committee may call for the attendance of any member.