1. The name of the association is “International Catalogue Raisonné Association”.
2. The association’s not-for-profit objective is to offer a forum for scholars and professionals engaged in the research, writing, editing, design, and production of catalogues raisonnés. The association aims to facilitate collaboration between projects, the exchange of information about the technical and practical aspects of making a catalogue raisonné, the mentoring of the next generation of scholars, and the education of artists, their estates, collectors and the market on the challenges and responsibilities of creating catalogues raisonnés. The association’s other objectives include the formulation and promotion of a code of best practice for catalogues raisonnés.
3. In pursuance of the objectives set out in clause 2, the association shall have the following powers:
(a) To offer, on a non-profit basis, a forum for scholars and professionals engaged in the research, writing, editing, design, and production of catalogues raisonnés; to facilitate, on a non-profit basis, collaboration between projects, the exchange of information about the technical and practical aspects of making a catalogue raisonné, the mentoring of the next generation of scholars, and the education of artists, their estates, collectors and the market on the challenges and responsibilities of creating catalogues raisonnés; to formulate and promote, on a non-profit basis, a code of best practice for catalogues raisonnés.
(b) To carry on any other activities which further any of the above objectives.
(c) To purchase, take on lease, hire, or otherwise acquire, any property or rights which are suitable for the association’s activities.
(d) To improve, manage, develop, or otherwise deal with, all or any part of the property and rights of the association.
(e) To sell, let, hire out, license, or otherwise dispose of, all or any part of the property and rights of the association.
(f) To borrow money, and to give security in support of any such borrowings by the association.
(g) To employ, or retain the services of, such staff as are considered appropriate for the proper conduct of the association’s activities, and to make reasonable provision for the payment of pension and/or other benefits for members of staff, ex-members of staff and their dependants.
(h) To engage such consultants and advisers as are considered appropriate from time to time.
(i) To effect insurance of all kinds (which may include officers’ liability insurance).
(j) To invest any funds which are not immediately required for the association’s activities in such investments as may be considered appropriate (and to dispose of, and vary, such investments).
(k) To liaise with other voluntary sector bodies, local authorities, UK or foreign government departments and agencies, and other bodies, all with a view to furthering the association’s objectives.
(l) To register as charity.
(m) To form any company which is a charity with similar objects to those of the association, and, if considered appropriate, to transfer to any such company (without any payment being required from the company) the whole or any part of the association’s assets and undertaking.
(n) To take such steps as may be deemed appropriate for the purpose of raising funds for the association’s activities.
(o) To accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them).
(p) To do anything which may be incidental or conducive to the furtherance of any of the association’s objectives.
4. The structure of the association shall consist of:
(a) the MEMBERS - who have the right to attend the annual general meeting (and any special general meeting) and have certain powers under the constitution; in particular, the members elect people to serve on the board and take decisions in relation to changes to the constitution itself
(b) the BOARD - who hold regular meetings during the period between annual general meetings, and generally control and supervise the activities of the association; in particular, the board is responsible for monitoring the financial position of the association.
Qualifications for membership
5. Membership of ICRA is open to:
(ii) representatives of artists and artists' estates;
(iii) scholars with a credible track record of a minimum of three years spent working in the field of catalogues raisonnés and authenticity;
(iv) researchers with a relevant academic qualification from a credible academic institution, a publishing history and a track record of a minimum of three years spent working with catalogues and/or archives; such researchers may be working in academia, in the museum sector or within commercial organisations such as a gallery or an auction house; and
(v) professionals and service providers with a track record of a minimum of three years spent working with artists or artists’ estates with a particular emphasis on catalogues raisonnés and authenticity, including but not limited to publishers, IT specialists and lawyers.
Application for membership
6. Any person who wishes to become a member must sign, and lodge with the association, a written application for membership. At the request of the board, an application for membership shall be accompanied by suitable references.
7. The board may, at its discretion, refuse to admit any person to membership. There is no appeal.
8. The board shall consider each application for membership and within a reasonable time, notify the applicant of its decision on the application.
9. Membership subscription shall be payable at the rate set by the board from time to time.
Register of members
10. The board shall maintain a register of members, setting out the full name and address of each member, the date on which s/he was admitted to membership, and the date on which any person ceased to be a member.
Withdrawal from membership
11. Any person who wishes to withdraw from membership shall sign, and lodge with the association, a written notice to that effect; on receipt of the notice by the association, s/he shall cease to be a member.
Expulsion from membership
12. Any person may be expelled from membership by way of a resolution passed by majority vote at a general meeting (meeting of members), providing the following procedures have been observed:
(a) at least 21 days’ notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion
(b) the member concerned shall be entitled to be heard on the resolution at the general meeting at which the resolution is proposed.
General meetings (meetings of members)
13. The board shall convene an annual general meeting in each year (but excluding the year in which the association is formed).
14. The business of each annual general meeting shall include:
(a) a report by the chair on the activities of the association
(b) consideration of the annual accounts of the association
(c) the election/re-election of members of the board.
15. The board may convene a special general meeting at any time.
Notice of general meetings
16. At least 14 days’ notice must be given of any annual general meeting or special general meeting; the notice must indicate the general nature of any business to be dealt with at the meeting and, in the case of a resolution to alter the constitution, must set out the terms of the proposed alteration.
17. Notice of every general meeting shall be given to all the members of the association, and to all the members of the board.
Procedure at general meetings
18. No business shall be dealt with at any general meeting unless a quorum is present; the quorum for a general meeting shall be 10 percent of the number of members registered as members of the association at the date of the notice of the general meeting, rounded up to the next whole number, who must be present in person.
19. If a quorum is not present within 15 minutes after the time at which a general meeting was due to commence - or if, during a meeting, a quorum ceases to be present - the meeting shall stand adjourned to such time and place as may be fixed by the chairperson of the meeting.
20. The chair of the association shall (if present and willing to act as chairperson) preside as chairperson of each general meeting; if the chair is not present and willing to act as chairperson within 15 minutes after the time at which the meeting was due to commence, the members of the board present at the meeting shall elect from among themselves the person who will act as chairperson of that meeting.
21. The chairperson of a general meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the chairperson may determine.
22. Every member shall have one vote, which (whether on a show of hands or on a secret ballot) must be given personally.
23. If there is an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled to a casting vote.
24. A resolution put to the vote at a general meeting shall be decided on a show of hands unless a secret ballot is demanded by the chairperson (or by at least two members present in person at the meeting); a secret ballot may be demanded either before the show of hands takes place, or immediately after the result of the show of hands is declared.
25. If a secret ballot is demanded, it shall be taken at the meeting and shall be conducted in such a manner as the chairperson may direct; the result of the ballot shall be declared at the meeting at which the ballot was demanded.
Maximum number of board members
26. The maximum number of members of the board shall be 10 members.
27. A person shall not be eligible for election/appointment to the board unless he/she is a member of the association.
Election, retirement, re-election
28. At each annual general meeting, the members may elect any member to be a member of the board.
29. The board may at any time appoint any member to be a member of the board.
30. At each annual general meeting, members of the board elected or appointed more than 3 years prior to the annual general meeting shall retire from office - but shall then be eligible for re-election for no more than one term of 3 years, unless the members in general meeting decide otherwise.
Termination of office
31. A member of the board shall automatically vacate office if:-
(a) he/she becomes debarred under any statutory provision from being a charity trustee
(b) he/she becomes incapable for medical reasons of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months
(c) he/she ceases to be a member of the association
(d) he/she becomes an employee of the association
(e) he/she resigns office by notice to the association
(f) he/she is absent (without permission of the board) from more than three consecutive meetings of the board, and the board resolve to remove him/her from office.
Register of board members
32. The board shall maintain a register of board members, setting out the full name and address of each member of the board, the date on which each such person became a board member, and the date on which any person ceased to hold office as a board member.
33. The board members shall elect from among themselves a chair, a treasurer and a secretary, and such other office bearers (if any) as they consider appropriate.
34. A person elected to any office shall cease to hold that office if he/she ceases to be a member of the board or if he/she resigns from that office by written notice to that effect.
Powers of board
35. Except as otherwise provided in this constitution, the association and its assets and undertaking shall be managed by the board, who may exercise all the powers of the association.
36. A meeting of the board at which a quorum is present may exercise all powers exercisable by the board.
37. A member of the board who has a personal interest in any transaction or other arrangement which the association is proposing to enter into, must declare that interest at a meeting of the board; he/she will be debarred from voting on the question of whether or not the association should enter into that arrangement. The fact that a member of the board is engaged in a business, for profit or not-for-profit, that overlaps with the objects of the association shall not, by itself, amount to a personal interest, unless that business and the transaction or other arrangement which the association is proposing to enter into concern the same artist, artist’s estate or catalogue raisonné.
38. For the purposes of clause 37, a person shall be deemed to have a personal interest in an arrangement if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that arrangement.
Procedure at board meetings
39. Any member of the board may call a meeting of the board or request the secretary to call a meeting of the board.
40. Questions arising at a meeting of the board shall be decided by a majority of votes; if an equality of votes arises, the chairperson of the meeting shall have a casting vote.
41. No business shall be dealt with at a meeting of the board unless a quorum is present; the quorum for meetings of the board shall be 3.
42. Members of the board may participate in a board meeting by telephone or similar long distance means of tele-communication.
43. If at any time the number of board members in office falls below the number fixed as the quorum, the remaining board member(s) may act only for the purpose of filling vacancies or of calling a general meeting.
44. Unless he/she is unwilling to do so, the chair of the association shall preside as chairperson at every board meeting at which he/she is present; if the chair is unwilling to act as chairperson or is not present within 15 minutes after the time when the meeting was due to commence, the board members present shall elect from among themselves the person who will act as chairperson of the meeting.
45. The board may, at its discretion, allow any person who they reasonably consider appropriate, to attend and speak at any meeting of the board; for the avoidance of doubt, any such person who is invited to attend a board meeting shall not be entitled to vote.
Conduct of members of the board
46. Each of the members of the board shall, in exercising his/her functions as a member of the board of the association, act in the interests of the association; and, in particular, must
(a) seek, in good faith, to ensure that the association acts in a manner which is in accordance with its objects (as set out in this constitution)
(b) act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person
(c) in circumstances giving rise to the possibility of a conflict of interest of interest between the association and any other party
(i) put the interests of the association before that of the other party, in taking decisions as a member of the board
(ii) where any other duty prevents him/her from doing so, disclose the conflicting interest to the association and refrain from participating in any discussions or decisions involving the other members of the board with regard to the matter in question.
Delegation to sub-committees
47. The board may delegate any of their powers to any sub-committee consisting of one or more board members and such other persons (if any) as the board may determine; they may also delegate to the chair of the association (or the holder of any other post) such of their powers as they may consider appropriate.
48. Any delegation of powers under clause 47 may be made subject to such conditions as the board may impose and may be revoked or altered.
49. The rules of procedure for any sub-committee shall be as prescribed by the board.
Operation of accounts and holding of property
50. The signatures of two out of three signatories appointed by the board shall be required in relation to all operations (other than lodgement of funds) on the bank and building society accounts held by the association.
51. The title to all property (including any land or buildings, the tenant’s interest under any lease and (so far as appropriate) any investments) shall be held, and staff shall be employed or hired, either in the names of the chair, treasurer and secretary of the association (and their successors in office) or, insofar as property is concerned, in name of a nominee company holding such property in trust for the association; any person or body in whose name the association’s property is held shall act in accordance with the directions issued from time to time by the board.
52. The board shall ensure that minutes are made of all proceedings at general meetings, board meetings and meetings of committees; a minute of any meeting shall include the names of those present, and (as far as possible) shall be signed by the chairperson of the meeting.
Accounting records and annual accounts
53. The board shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements.
54. The board shall prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions or if they otherwise think fit, they shall ensure that an audit of such accounts is carried out by a qualified auditor.
55. Any notice which requires to be given to a member under this constitution shall be in writing; such a notice may either be given personally to the member or be sent by post in a pre-paid envelope addressed to the member at the address last intimated by him/her to the association or by email but only with automated acknowledgment of the recipient’s receipt at the last email address intimated by him/her to the association.
56. If the board determines that it is necessary or appropriate that the association be dissolved, it shall convene a meeting of the members; not less than 21 days’ notice of the meeting (stating the terms of the proposed resolution) shall be given.
57. If a proposal by the board to dissolve the association is confirmed by a two-thirds majority of those present and voting at the general meeting convened under clause 56, the board shall have power to dispose of any assets held by or on behalf of the association - and any assets remaining after satisfaction of the debts and liabilities of the association shall be transferred to some other charity or charities having objects similar to those of the association; the identity of the body or bodies to which such assets are transferred shall be determined by the members of the board at, or prior to, the time of dissolution.
58. For the avoidance of doubt, no part of the income or property of the association shall (otherwise than in pursuance of the association’s charitable purposes) be paid or transferred (directly or indirectly) to the members, either in the course of the association’s existence or on dissolution.
Alterations to the constitution
59. The constitution may be altered by a resolution passed by not less than two-thirds of those present and voting at a general meeting, providing due notice of the meeting, and of the resolution, is given in accordance with clauses 16, 17 and 18.
Initial members of the board
60. The initial members of the board, and the positions held by each, shall be as set out below. Lucie Skilton would be the board’s first administrator.
This constitution was adopted on 4 December 2018
David Anfam - Board member
Harriet Bridgeman - Secretary
Teresa Krasny - Board member
Toby Treves - Treasurer
Pierre Valentin - Chair
Anne-Sophie Villemin - Board member