Charlbury Garden Society Constitution
Constitution of the Charlbury and District Garden Society adopted on the 21st October 2011.
The name of the Society is the Charlbury and District Garden Society or other such name as the Management Committee may from time to time decide.
Subject to the matters set out below the Society and its property shall be administered and managed in accordance with this constitution by the members of the Management Committee, constituted by clause 7 of this constitution.
The Society's objects ('the objects') are to promote gardening and horticulture in and around Charlbury by providing incentives, garden products, advice, information and support in relation to local needs and conditions and to foster appreciation of gardens and plants.
In furtherance of the objects but not otherwise the Management Committee may exercise the following powers:
4.1. power to raise funds and to invite and to receive contributions provided that in raising funds the Management Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
4.2. 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;
4.3. power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Society;
4.4. power subject to any consents required by law to borrow money and to charge all or any part of the property of the Society with repayment of the money so borrowed;
4.5. power to employ such staff (who shall not be members of the Management 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;
4.6. power to co-operate with other Societies, voluntary bodies and statutory authorities engaged in furtherance of the objects and to exchange information and advice with them;
4.7. power to support any charitable trusts, associations or institutions formed for all or any of the objects;
4.8. power to do all such lawful things as are necessary for the achievement of the objects.
5.1. Membership of the Society shall be open to individuals who are interested in furthering the objects of the Society and who have paid the annual subscription as fixed from time to time by the Members present at the annual general meeting or any extra ordinary meeting called specifically for that purpose.
5.2. The Management Committee may unanimously and for good reason terminate the membership of any individual, provided that the individual concerned shall have the right to be heard by the Management Committee, accompanied by a friend or representative, before the final decision is made.
6. Honorary Officers
At each annual general meeting of the Society the members shall elect from amongst themselves a President, a Chairman, a Vice-Chairman, a Secretary and a Treasurer, who shall hold office from the conclusion of the meeting. In addition the Society may elect other such officers as it sees fit to carry out the objectives of the Society.
7. Management Committee
7.1. The Management Committee shall consist of not less than ten members and not more than thirty members.
7.2. All members of the Management Committee must be full current members of the Society in their own right.
7.3. The Management Committee may in addition appoint two 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 Management Committee would be co-opted members . Each appointment of a co-opted member shall be made at a special meeting of the Management Committee called under clause 10.1 and shall take effect from the end of that meeting unless the appointment is to fill a place which has not been vacated in which case the appointment shall run from the date when the post becomes vacant.
7.4. All the members of the Management Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may all be re-elected or re-appointed.
7.5. The proceedings of the Management 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.
7.6. No person shall be appointed as a member of the Management Committee who is aged under 18 or who would if appointed be disqualified under the provisions of clause 8.
8. Determination of Membership of the Management Committee
A member of the Management Committee shall cease to hold office if he or she:
8.1. ceases to be a full current member of the Society; or
8.2. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; or
8.3. is absent without permission of the Management Committee from all their meetings held within a period of twelve months and the Management Committee resolve that his or her office be vacated; or
8.4. gives to the Management Committee notice that he or she wishes to resign with effect from a date at least one month after the date of the notice (unless there are exceptional reasons for shorter notice), but only if at least ten members of the Management Committee remain in office when the notice of resignation is to take effect.
9. Management Committee Members not to be Personally Interested
9.1. Subject to the provision of sub-clause 9.2 no member of the Management Committee shall acquire any interest in property belonging to the Society (otherwise than as a trustee for the Society) or receive remuneration or be interested (otherwise than as a member of the Management Committee) in any contract entered into by the Management Committee.
9.2. Any member of the Management Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Management Committee to act in a professional capacity on behalf of the Society, provided that at no time shall a majority of the members of the Management Committee benefit under this provision and that a member of the Management Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.
10. Meetings and Proceedings of the Management Committee
10.1. The Management Committee shall hold at least three ordinary meetings each year. A special meeting may be called at any time by the chairman or by any three members of the Management Committee upon not less than seven days' notice being given to the other members of the Management Committee of the matters to be discussed but if the matters include appointment of a co-opted member then not less than 21 days' notice must be given. All notices must be given in writing.
10.2. The chairman shall act as chairman at meetings of the Management Committee. If the chairman is absent from any meeting, the elected Vice-Chairman shall be chairman of the meeting.
10.3. There shall be a quorum when at least one-third of the members of the Management Committee for the time are present at the meeting.
10.4. The Management Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Management Committee and any sub-committee.
10.5. The Management Committee may from time to time make or alter the byelaws of the Society. Any such addition or alteration to the byelaws must be laid before the next annual general meeting of the Society for ratification. No byelaw, rule, standing order or other regulation may be made which is inconsistent with this constitution.
10.6. The Management Committee may appoint one or more advisory or sub-committees consisting of three or more members of the Management Committee for the purpose of making any enquiry or supervising or performing any function or duty which in the opinion of the Management Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any sub-committee shall be fully and promptly reported to the Management Committee.
10.7. The Management Committee shall ensure that at all times the Society and its members shall comply with all legal requirements in force from time to time and any rules appertaining to the conduct of the activities being undertaken.
11. Receipts and Expenditure
11.1. The funds of the Society, including all donations, contributions and bequests, shall be paid into an account operated by the Management Committee in the name of the Society at such bank or building society as the Management Committee shall from time to time decide. The Society may operate more than one bank account. All cheques drawn on the Society's bank account must be signed by either the Chairman or the Treasurer.
11.2. The funds belonging to the Society shall be applied only in furthering the objects.
12. Annual General Meeting
12.1. There shall be an annual general meeting of the Society which shall be held each year within two months of the end of the Society's financial year or as soon after as is practicable.
12.2. Every annual general meeting shall be called by the Management Committee. The Secretary shall give at least 7 days' notice of the annual general meeting in writing to all the members of the Society. All members of the Society shall be entitled to attend and vote at the meeting. This notification will normally take place in the documentation provided to members upon receipt of their annual subscription.
12.3. The chairman of the Society then in office shall be the chairman of each annual and extraordinary general meeting, but if he or she is not present, before any other business is transacted, the Vice-Chairman will chair the meeting.
12.4. The Management Committee shall present to each annual general meeting the audited accounts of the Society for the preceding financial year.
12.5. Nominations for election to the Management Committee may be made by members at the annual general meeting or in writing in advance of the AGM. Should nominees exceed vacancies, election shall be by ballot.
13. Special General Meetings
The Management Committee may call a special general meeting of the Society at any time. If at least 20% of the Society membership or 50 members, whichever is less, 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 calling the meeting must state the business to be discussed.
14. Procedure at General Meetings
14.1. The Secretary or other person specially appointed by the Management Committee shall keep a full record of proceedings at every general meeting of the Society.
14.2. There shall be a quorum when at least 10% of the number of full members of the Society for the time being or 20 members of the Society, whichever is less, are present at any general meeting.
14.3. If after 30 minutes from the time stated for the commencement of the meeting there are still insufficient members present to form a quorum, the meeting shall be adjourned to another time and place. The adjourned meeting shall take place within 42 days of the date of the original meeting, or as soon after as is practicable.
14.4. If at the adjourned meeting there are insufficient members present to form a quorum, the meeting will proceed after a delay of 30 minutes unless sufficient members are present before that time to form a quorum.
Any notice required to be served on any member of the Society shall be in writing and shall be served by the Secretary or the Management Committee on such member either personally or by sending it through the post in a prepaid letter addressed to the 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.
Every member shall have one vote on any resolution on which he or she is entitled to vote. Every resolution shall be decided by a majority of votes by those present and entitled to vote on the question but in the case of a tied vote the Chairman of the meeting shall have a second and casting vote.
17. Alteration to the Constitution
The constitution may be altered by a resolution supported 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.
If the Management Committee decides that it is necessary or advisable to dissolve the Society it shall call a meeting of all members of the Society, of which not less than 21 days' notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is supported by two-thirds of those present and voting the Management Committee shall have power to realise any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other institution or institutions having objects similar to the objects of the Society as the members of the Society may determine.
This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.
Chairman John Moore
Secretary Alison Derham & Angela Gwatkin
Treasurer Catrin Weston