Alpine Garden Society



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Constitution of the Alpine Garden Society

Registered Charity Number:    207478

(Approved by the Society on 12 November 2011, amended on 9 November 2013)

Name

1.1       The name of the charity shall be the Alpine Garden Society ("the Society"). 

Definition

2.1       The expression 'alpine plants’ shall encompass all plants suitable for a scree, rock garden, frame or alpine house i.e. a generic title covering true alpines and small hardy plants,  including perennials, bulbs, ferns, woodland plants, dwarf conifers, shrubs and other plants commonly so regarded to be within the scope and interest of the Society.

Objects 

3.1       The Objects of the Society shall be to educate the public and its members about the cultivation and conservation of alpine plants.  This will include:

3.1.1    To gather and disseminate details of their cultivation and conditions under which they grow in nature by means of a Bulletin - presently entitled The Alpine Gardener - and by other special publications

3.1.2    To hold shows of alpine plants

3.1.3    To give advice on any matters concerning these plants

3.1.4    To organise scientific botanical and horticultural expeditions to study alpines in native habitats

3.1.5    To promote research into alpines and their cultivation

3.1.6    To arrange tours and visits

3.1.7    To organise meetings and Conferences

3.1.8    To promote the formation of Local and Special Interest Groups of the Society

3.1.9    To award grants for travel, study or scientific/educational purposes

3.1.10  To undertake any activities that shall be consistent with the purpose for which the Society is constituted.

Powers 

4.1       The Society shall have the following powers, which may be exercised only in promoting the Objects: 

4.1.1    To hold meetings, conferences, shows and events of an educational nature for its Members and for other interested individuals.

4.1.2    To provide advice on any matters concerning alpine plants.

4.1.3    To publish or distribute information.  

4.1.4    To promote and carry out research. 

4.1.5    To co-operate with other bodies formed for similar purposes and to provide support for Groups of Members meeting together in accordance with constitutional provisions approved in writing by the Society.

4.1.6    To award grants for travel, study or scientific/educational purposes

4.1.7    To raise funds (but not by means of taxable trading). 

4.1.8    To borrow money and give security for loans (but only in accordance with the restrictions imposed by the Charities Act 2006). 

4.1.9    To acquire or hire property of any kind and to let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Act 2006). 

4.1.10  To set aside funds for special purposes or as reserves against future expenditure. 

4.1.11  To deposit or invest funds in any lawful manner.

4.1.12  To insure the Society's property against any foreseeable risk and to take out any insurance policies to protect the Society where required.

4.1.13  To employ paid or unpaid agents, staff or advisers.

4.1.14  To enter into contracts to provide services to or on behalf of other bodies. 

4.1.15 To pay the costs of forming or amending the structure of the Society. 

4.1.16   To do anything else within the law which promotes or helps to promote the Objects

4.2       The affairs of the Society shall be managed between Annual General meetings by the Board of Trustees (“Trustees”) established in accordance with this constitution.

4.3       The Society may promote the formation of Local Groups and establish sections (known as Specialist Groups) composed primarily of Members of the Society who shall wish to meet together in particular locations or for specific purposes in pursuance of the Objects of the Society.  Such Groups shall be organised and operated strictly in accordance with the provisions made from time to time by the Society Board of Trustees.

Membership 

5.1       The Society shall have the following categories of membership:

5.1.1    Full Single Adult membership (for individuals over the age of 18 years).

5.1.2    Junior/Student Membership (for individuals under the age of 18 years or students over the age of 18, either in full-time education or pursuing a horticultural qualification).  These members are entitled to all privileges of membership, excluding voting rights.  Such membership shall cease at the end of the calendar year in which the Member reaches the age of 18 or at the conclusion of their course of study.

5.1.3    Family (Joint) Membership (which shall entitle two persons at one address to all the privileges of full membership, including two seed applications annually, except that each family shall receive only one copy of all periodical publications during their joint membership).

5.1.4    Life Membership (single or family) receiving all the privileges as indicated below in 5.3.

5.1.5    Honorary Life Membership (not required to pay a subscription but to receive all the privileges of membership except the entitlement to vote at an Annual General Meeting, or Special Meeting, or to serve as a member of the Trustee Board).

5.1.6    Organisation membership (with privileges as indicated in 5.3 and entitled to one vote at an Annual General Meeting or Special Meeting).

 In each case the persons or organisations wishing to become Members shall satisfy the Trustees that they are willing to promote the Objects of the Society and shall be enrolled in such manner as the Trustees may from time to time determine.

5.2       The Trustees may in addition establish different classes or categories of membership and may admit visitors to meetings and set appropriate rates of subscription and visiting fees.

5.3       Members who have paid their subscriptions shall be entitled to share in all privileges and activities of the Society as determined by the Board of Trustees from time to time.  Such privileges and activities shall normally include: copies of each edition of the Bulletin/Newsletter - The Alpine Gardener and other relevant Society publications made available without charge during their membership; advice on alpine plants; free admission to all the Shows of the Society (except those held in association with a larger, major horticultural event), plus the right to exhibit thereat.  Organisations having membership shall be entitled only to one copy of all periodical publications,  and to one ticket giving admission to AGS Shows.

5.4       Subscriptions shall be payable by new Members upon joining the Society and by existing Members on 1 October preceding the following membership year. 

5.5       The Society shall keep a register of Members. 

5.6       Payment of the subscription shall be considered as acceptance by the Member of the rules and regulations of the Society.

5.7       A Member may resign by written notice to the Society Director. A Member neglecting to pay his or her subscription for a period of three calendar months after the due date shall be deemed to have resigned from the Society (but may be readmitted on payment of the sum owing).

5.8       The Trustees may terminate the membership (including Life Membership) of any individual(s) whose continued membership would in the reasonable view of the Board of Trustees be disadvantageous to the Society (but only after notifying the Member concerned in writing and considering the matter in the light of any written representations which the Member puts forward within 14 clear days after receiving notice).  In such circumstances a Life Member would be entitled to a refund of an appropriate proportion of the relevant membership fee.

Annual Special General Meetings 

6.1       All Members are entitled to attend general meetings of the Society in person.   Those entitled to vote are individual Members as defined in 5.1.1 above, both partners having Family (Joint) membership as defined in 5.1.3 and 5.1.4 above, and one representative duly authorised by any organisation having membership under 5.1.6 above shall be entitled to vote.  Members who fall into the category of 5.1.2 and 5.1.5 are not entitled to a vote.

6.2       The Annual General Meeting shall be held as the Trustees shall determine upon not less than 14 clear days’ written notice to Members, within six months after the financial year end, but in any case not later than eighteen months after the previous Annual General Meeting.

6.3       Notice of a Special General Meeting shall be sent to all members by the Society Director within 30 days of receipt of a requisition in writing of six members of the Board of Trustees, or of any thirty Members of the Society, or whenever so authorised by the Board of Trustees. The special business for which the Meeting is convened shall be stated in the requisition, and in the notice convening the Meeting, and no other business shall be transacted at such Special General Meetings.

6.4       Notice of meetings shall be given by the Society Director to Members at their last known addresses, and shall specify the business to be transacted.

6.5       Notice of motions for submission to the Annual General Meeting shall be sent to the Society Director not later than 1 August.  Each motion must be proposed and seconded by a Member of the Society as defined in 5.1.1, 5.1.3, and 5.1.4.

6.6       The quorum at a general meeting is 75 voting Members personally present or one tenth of the total voting Members of the Society (whichever shall be the smaller number).  If, within fifteen minutes of the time appointed for the holding of a General Meeting no quorum is present, the Meeting, if convened by the Society Director or by the Trustees, shall stand adjourned.  With the consent of members present, the Chair of the meeting shall determine that the meeting be reconvened at some place, and at some time and date not less than seven nor more than fourteen days later.  In the event that no quorum is present for a Special Meeting, convened by requisition of thirty Members of the Society, it shall be dissolved.

6.7       At all general meetings of the Society the President shall take the chair, or in his or her absence, any member nominated by the Trustees.

6.8      Except where otherwise provided in this Constitution, every issue at a general meeting is to be determined by a simple majority of the votes cast by the Members present in person and entitled under this Constitution to vote.   Voting shall be by a show of hands unless otherwise determined by the meeting.

6.9       The Chair of the meeting shall have a second or casting vote.

Business at the Annual General Meeting

7.1       At an Annual General Meeting the Members shall: 

            7.1.1    Receive the accounts of the Society for the previous financial year. 

7.1.2    Receive the report of the Trustees on the Society's activities since the previous Annual General Meeting.

7.1.3    Appoint a President, Treasurer and up to four other Officers as the Trustee Board shall recommend.

All such Officers shall be fully paid up Members of the Society who shall have signified in writing their willingness to serve in an honorary capacity as follows:

7.1.3.1 The President shall serve for one year, and shall be eligible for re-election in subsequent years.  He or she shall not hold office for more than four consecutive years save in exceptional circumstances (for example to cover occasions such as Conferences) when the Meeting may re-elect the President to serve for one further year.

7.1.3.2 Officers shall serve for one year and (save as mentioned in clause 7.1.3.1 above) shall be eligible for re-election in subsequent years, ideally for no more than five years but to an absolute maximum of ten consecutive years.

7.1.4    Elect two Trustee members to replace those retiring from office, each to hold office for a period of four years and to be eligible for re-election, if nominated, for a further term after a break of at least twelve months.

7.1.5    Appoint an auditor or an independent examiner for the Society. 

7.1.6    If appropriate, confer on any individual (with his or her consent) honorary titles (such as Vice-President, Honorary Life Member or Patron) in relation to the Society.

7.1.7    Discuss and determine any issues of policy or deal with items of any other business notified in advance by the due date (see 6.5 above) put before them.

The Board of Trustees

8.1       The Board of Trustees as charity trustees have control of the Society and its property and funds.

8.2       The Board of Trustees shall consist of the President, Treasurer and up to four other Officers and eight individual members (but not paid employees) of the Society.  The President Elect will serve for one year immediately before assuming the Presidency.  The Secretary to the Board of Trustees shall be the Society’s Director.

8.3       The Board of Trustees shall have the power to co-opt additional members as they consider fit.  Such co-opted members shall at no time exceed three in number and shall serve until the next Annual General Meeting.

8.4       A Trustee automatically ceases to be a member of the Board of Trustees if he or she:

8.4.1    Is disqualified under the Charities Act 2006 from acting as a charity trustee.

8.4.2    Is incapable, whether mentally or physically, of managing his or her own affairs.

8.4.3    Is absent from three consecutive meetings of the Board of Trustees unless  such absence is accepted by the Trustees as reasonable.

8.4.4    Ceases to be a Member of the Society.

8.4.5    Resigns by written notice to the Society Director (but only if at least two Trustees will remain in office).

8.4.6    Is removed by a resolution passed by four-fifths of the other Trustees after inviting the views of the Trustee concerned and considering the matter in the light of any such views. 

 

8.5       A retiring Trustee is entitled to an indemnity from the continuing Board of Trustees, at the expense of the Society, in respect of any liabilities properly incurred while he or she held office.

8.6       Technical defects in the appointment of a Trustee, of which the Board of Trustees was unaware at the time, does not invalidate decisions taken at a meeting.

Meetings of the Board of Trustees  

9.1       The Trustees shall hold at least two meetings each year. 

9.2      The quorum at a Trustee meeting shall be eight voting members.

9.3      At all meetings of the Trustees the President of the Society shall take the chair, or in his or her absence any member of the Board whom the meeting may elect.

9.4       Every issue may be determined by a simple majority of the votes cast at a  Trustees’ meeting but a resolution which is in writing and signed by all members of the Board of Trustees is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature.

9.5       Except for the Chair of the meeting, who may have a second or casting vote, every member of the Board of Trustees shall have one vote on each issue.

Powers of the Board of Trustees  

10.1     The Trustees shall have the following powers in the administration of the Society: 

10.1.1  To delegate any of their functions to sub-committees consisting of two or more persons appointed by them (but at least one member of every sub-committee must be a member of the Board of Trustees and all proceedings of sub-committees shall be reported promptly to the Board of Trustees).

10.1.2  To draw up Standing Orders consistent with this Constitution for the regulation of the Board of Trustees and its sub-committees. 

10.1.3  To make regulations consistent with this Constitution that it considers necessary for the well-being of the Society.

10.1.4  To resolve or establish procedures to assist the resolution of disputes within the Society.

10.1.5  To enter into the necessary indemnity for the Society to be the originator in respect of the collection of subscriptions by direct debit and for that purpose to mortgage or otherwise charge the whole or any part of the Society’s property or assets.

10.1.6  To make annual appointments to Standing sub-committees, namely: Finance, Shows, Tours, Seed Distribution, Publications, Personnel and Awards.  From time to time to appoint such other sub-committees as may be expedient.  Failure to make any such appointments shall not invalidate the proceedings of the Board of Trustees or the acts of any Officer concerned.

10.1.7  To nominate persons to serve by invitation on external bodies as representatives of the Society.

10.1.8  To recommend to the Annual General Meeting any distinguished persons for election for life as Vice-Presidents or Honorary Life Members of the Society.

10.1.9 To appoint a paid person to be the Director of the Society, who shall transact the affairs of the Society in accordance with the directions of the Board of Trustees on such terms as it thinks fit and, at its discretion, to terminate such appointment and to appoint a successor. Such an appointment shall be reported to the next Annual General Meeting.

10.1.10 The Board of Trustees may also appoint such other employees and agents (e.g. Editorial and Administrative), paid or unpaid, as it thinks fit.

10.1.11 In the event of any vacancy occurring amongst the Officers, other members of the Board of Trustees, or the President by reason of death, resignation or otherwise, to appoint a Member of the Society to fill such a vacancy.  An Officer, Member or President so appointed shall hold office for the remainder of the term and be subject to the other terms of appointment of the person he or she replaces, including eligibility for re-election.

10.1.12 To approve the appointment of Secretaries and Treasurers of Specialist and Local Groups or Sections and, if necessary, terminate such appointments and appoint successors.

Custodians of the Society’s Assets

11.1     The Society has the power to appoint three individuals who will hold for safekeeping the documentary evidence of the title to property belonging to the charity (eg share certificates, title deeds to land, etc).  The title to the charity’s property remains vested in the charity custodians, or in their nominee(s) but the beneficial ownership and control of the assets is held by the Trustee Board.  Other duties associated with the role of a “Custodian” are detailed below.  The “Custodians” have no power to manage the Society’s property and no role in the administration of the charity.

11.2     The investments and other property of the Society shall be vested in “Custodians” to be appointed by the Board of Trustees or at a General Meeting of the Society.  The Board of Trustees shall have power to remove any of the “Custodians” and to fill all vacancies occurring by removal, resignation or death but any “Custodians” appointed by the Board of Trustees to replace one removed by it shall be subject to confirmation at the General Meeting of which notice is given next following such appointment.

Property and Funds

12.1     All property and funds of the Society must be used only for furthering the objects.  The rights of all property and funds are vested in the “Custodians” and do not belong to the Members of the Society or to the Board of Trustees.

12.2     Banking accounts in the name of the Society shall be held at a bank or building society approved in writing by the Board of Trustees and all monies receivable for the purposes of the Society shall be paid into such an account.  Cheques on the Society’s general account shall be signed by the Treasurer or the President plus a second person as designated.  Cheques on special accounts shall be signed by such person or persons as the Board of Trustees shall from time to time authorise.

12.3     No Member of the Board of Trustees may receive any payment of money or other material benefit (whether direct or indirect) from the Society except:

12.3.1  Reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred undertaking official business on behalf of the Society.

12.3.2  A reasonable rent or hiring fee for property let or hired to the Society.

12.3.3  In exceptional cases, other payments or material benefits after the Society has received prior written approval from the Charity Commissioners.

12.4     Whenever a Trustee has a personal interest in a matter to be discussed at a meeting, the Trustee must:

12.4.1  Declare an interest before discussion begins on the matter.

12.4.2  Withdraw from that part of the meeting unless expressly invited to remain in order to provide information.

12.4.3  Not be counted in the quorum for that part of the meeting. 

12.4.4 Withdraw during the vote and have no vote on the matter.

12.5     Funds which are not required for immediate use or which will be required for use at a future date must be placed on deposit in an account in the name of the Society or invested in accordance with this Constitution until needed.

12.6     With the authority or consent of the Trustees (but not otherwise) investments and other property of the Society may be held in the name of or on behalf of the Society.  The Board of Trustees may authorise and instruct the “Custodians” to vest the title to the Society’s investments in a nominee company or companies selected by the Board of Trustees and approved by the “Custodians”; any land owned by the Society must be vested in at least two “Custodians”.  The “Custodians” concerned shall stand possessed of such investments and other property in trust for the benefit of the Society and shall deal with the same in such manner as the Board of Trustees shall from time to time direct.

12.7     The Board of Trustees shall have power to direct the “Custodians” to vary or transpose the Society’s investments.  The “Custodians” may also enter into arrangements for the provision of investment management services by stockbrokers, merchant banks and/or suitably qualified investment managers (which may include power for such managers to make specific investment decisions under general policy guidelines laid down from time to time by the Board of Trustees) to vary or change such arrangements and to pay any reasonable charges for such services out of the Society’s income.

12.8     The Society may procure the promotion of, or the transfer to, wholly owned subsidiary companies with limited liability any profit-making activity which it considers may benefit the Society’s charitable objects and on such other terms (if any) as the Board of Trustees may determine.  The Directors of each such company shall be the President, Treasurer and relevant Officer for the time being.

12.9     The “Custodians” shall be effectively indemnified by the Society from and against any liability, costs, expenses and payments whatsoever which may be properly incurred or made by them in relation to the trusts of the property and investments of the Society, or in relation to any legal proceedings.

Records and Accounts 

13.1     The Board of Trustees must comply with the requirements of the Charities Act 2006 as to the keeping of financial records, the audit or independent examination of accounts and the preparation and transmission to the Commission of:

13.1.1  Annual reports 

13.1.2  Annual returns 

13.1.3  Annual statements of account 

and in particular a qualified Auditor or a firm of qualified Auditors shall be appointed at each Annual General Meeting to audit or examine the Annual Statement of Accounts and Balance Sheet, and to certify them before they are placed before the next Annual General Meeting.  The election of the Auditors shall be moved and seconded by Members of the Society not holding office.

 13.2    The Board of Trustees must keep proper records of:

13.2.1  All proceedings at general meetings 

13.2.2  All proceedings at Board of Trustees meetings 

13.2.3  All reports of Sub-Committees

13.2.4  All professional advice obtained 

 13.3    Annual reports and statements of account relating to the Society shall be made available for inspection by any Member of the Society. 

 13.4    A copy of the latest available statement of account must be supplied to any person who shall make a written request and pay the Society's reasonable costs (as required by the Charities Act 2006).

Notices 

14.1     Notices under this Constitution may be sent by hand, or by post or by suitable electronic means or (where applicable to Members generally) may be published in a newsletter distributed by the Society. 

14.2     The address at which a Member is entitled to receive notices is the address noted in the register of Members (or, if none, the last known address).

14.3     Any notice given in accordance with this constitution is to be treated for all purposes as having been received:

14.3.1  Twenty-four hours after being sent by electronic means or delivered by hand to the relevant address.

14.3.2 Two clear days after being sent by first class post to that address.

14.3.3 Three clear days after being sent by second class post to that address.

14.3.4 One week after the date of distribution of a newsletter containing the notice.

14.3.5 On being handed to the Member personally or, if earlier, as soon as the Member acknowledges actual receipt. 

 14.4    Technical defects in the giving of notice of which the Member or the Trustee is unaware at the time does not invalidate decisions taken at a meeting.

Amendments

15.1     This Constitution may be amended at a general meeting by a two-thirds majority of the votes cast, but:

15.1.1  The Members must be given twenty-one clear days notice of the proposed amendments.

15.1.2  No amendment may be made to clauses 1, 3, 12.3, 16 or this clause without the prior written consent of the Charity Commission on the recommendation of the Society. 

15.2    No amendment may be made which would have the effect of making the Society cease to be a charity at law.

15.3    The Board of Trustees shall promptly send to the Charity Commissioners a copy of any amendment made under this clause.

Dissolution

16.1     If at any time the Members at a general meeting decide to dissolve the Society, the members of the Board of Trustees will remain in office as charity trustees and will be responsible for the orderly winding-up of the Society's affairs. 

 16.2    After making provision for all outstanding liabilities of the Society, the Board of Trustees may transfer the remaining property and funds to such other charity which in their view has similar purposes and Objects as those of the Society as they shall think fit.

 16.3    A final report and statement of account relating to the Society must be sent to the Charity Commissioners.