Membership of the Alpine Garden Society
^ The Alpine Garden Society ^^

Constitution of the Alpine Garden Society as of October 2001
Registered Charity Number: 207478

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

Objects
2.1 The Objects of the Society shall be to educate the public and to promote the cultivation and conservation of alpine plants and in particular 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 other special publications; to hold shows of alpine plants; to give advice on any matters concerning these plants; to organise scientific - botanical and horticultural expeditions to study alpines in native habitats; to promote research into alpines and their cultivation; to arrange tours and visits; to organise meetings; to promote the formation of Local and Special Interest Groups of the Society and generally to undertake any activities that shall be consistent with the purpose for which the Society is constituted. 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, 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

Powers
3.1 The Society shall have the following powers, which may be exercised only in promoting the Objects:
3.1.1 To hold meetings, conferences, shows and events of an educational nature for its Members
3.1.2 To provide advice including the assistance of panels of experts organised by the Society
3.1.3 To publish or distribute information
3.1.4 To promote and carry out research
3.1.5 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
3.1.6 To raise funds (but not by means of taxable trading)
3.1.7 To borrow money and give security for loans (but only in accordance with the restrictions imposed by the Charities Act 1993)
3.1.8 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 1993)
3.1.9 To set aside funds for special purposes or as reserves against future expenditure
3.1.10 To deposit or invest funds in any lawful manner
3.1.11 To insure the Society's property against any foreseeable risk and to take out any insurance policies to protect the Society where required
3.1.12 To employ paid or unpaid agents, staff or advisers
3.1.13 To enter into contracts to provide services to or on behalf of other bodies
3.1.14 To pay the costs of forming or amending the structure of the Society
3.1.15 To do anything else within the law which promotes or helps to promote the Objects
3.2 The affairs of the Society shall be managed between meetings by a committee ("the Committee") established in accordance with this constitution
3.3 The Society may promote the formation of Local Groups and establish sections (known as Specialist Groups) composed 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 to be organised and operated strictly in accordance with the provisions made from time to time by the Committee

Membership
4.1 The Society shall have the following categories of membership:
4.1.1 Full Single Adult membership (for individuals over the age of 30 years)
4.1.2 Under 30's membership (for individuals under the age of 30 years such membership to cease at the end of the calendar year in which the Member reaches the age of 30; but to entitle such a Member to all privileges of full membership)
4.1.3 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)
4.1.4 Life membership (single or family) receiving all the privileges as indicated below in 4.3
4.1.5 Honorary membership (Honorary Life membership) with all the privileges but not required to pay a subscription
4.1.6 Organisation membership (with privileges as indicated in 4.3 and voting rights as in 5.1 below)
4.1.7 Affiliate membership (without voting rights)
In each case the persons or organisations wishing to become Members shall satisfy the Committee that they are willing to promote the Objects of the Society and shall be enrolled in such manner as the Committee may from time to time determine.
4.2 The Committee 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
4.3 Members who have paid their subscriptions shall be entitled to share in all privileges and activities of the Society as determined by the Committee from time to time, such privileges and activities normally to include copies of each edition of the Bulletin/Newsletter - The Alpine Gardener and other relevant Society publications made available during their membership; advice from the Panel of Experts; 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; save that organisations having membership shall be entitled only to one copy of all periodical publications, and to one ticket giving admission to AGS Shows
4.4 The membership year shall be from 1 January to 31 December and subscriptions shall be payable (for new Members) upon joining the Society and (for existing Members) on 1 October each year provided that in the case of new Members joining after 1 August in any year the annual subscription shall cover the period from the date of joining until 31 December of the following year
4.5 The Society shall keep a register of Members
4.6 Payment of the subscription shall be considered as acceptance by the Member of the rules and regulations of the Society
4.7 A Member may resign by written notice to the Society and a Member neglecting to pay his or her subscription for a period of nine calendar months from 1 January shall be deemed to have resigned from the Society but may be readmitted on payment of the sum owing
4.8 The Committee may terminate the membership (including Life Membership) of any individual(s), whose continued membership would in the reasonable view of the Committee 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) and in such circumstances a Life Member would be entitled to a refund of an appropriate proportion the relevant membership fee

General Meetings
5.1 All Members are entitled to attend general meetings of the Society in person but only individual Members as defined in 4.1.1 above and both partners having Family (Joint) membership as defined in 4.1.3 above and one representative duly authorised by any organisation having membership under 4.1.6 above shall be entitled to vote
5.2 The Annual General Meeting shall be held as the Committee 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.
5.3 Notice of a Special General Meeting shall be sent by the Secretary within 30 days of receipt of a requisition in writing of six members of the Committee, or of any thirty Members of the Society, or whenever so authorised by the Committee. 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 Meeting.
5.4 Notice of meetings shall be given by the Secretary to Members at their last known addresses, and shall specify the business to be transacted
5.5 Notice of motions for submission to the Annual General Meeting shall be sent to the Secretary not later than 1 August
5.6 The quorum at a general meeting is 100 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 Secretary or by members of Committee, shall stand adjourned to be held at some place, and at some time and date not less than seven nor more than fourteen days later, as the Chair of the meeting, with the consent of the Members present, may appoint but, if convened by requisition of thirty Members of the Society, it shall be dissolved
5.7 At all general meetings of the Society the President shall take the chair, or in his or her absence the Chairman of the Committee, or in his or her absence any member of the Committee whom the meeting may elect
5.8 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 and (save as otherwise determined by the meeting) voting shall be by a show of hands
5.9 The Chair of the meeting shall have a second or casting vote

Business at the Annual General Meeting
6.1 At an Annual General Meeting the Members shall:
6.1.1 Receive the accounts of the Society for the previous financial year
6.1.2 Receive the report of the Committee on the Society's activities since the previous Annual General Meeting
6.1.3 Appoint a President and a Treasurer and the following Executive Officers, on the recommendation of the Committee:

and such other Officers as the Committee shall recommend
All such Executive 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.

6.1.3.1 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 three 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.
6.1.3.2 Executive Officers shall serve for one year and (save as mentioned in clause 6.1.3.1 above) shall be eligible for re-election in subsequent years, ideally for no more than seven years but to an absolute maximum of ten consecutive years
6.1.4 Elect five Committee members to replace those retiring from office, each to hold office for a period of three years and to be eligible for re-election, if nominated, for a further term after a break of at least twelve months
6.1.5 Appoint an auditor or an independent examiner for the Society
6.1.6 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
6.1.7 Discuss and determine any issues of policy or deal with any other business put before them

The Committee
7.1 The Committee as charity trustees have control of the Society and its property and funds
7.2 The Committee when complete shall consist of the Executive Officers and fifteen individual Members (but not paid employees) of the Society
7.3 The Committee shall have the power to co-opt additional members as they consider fit (see clause 9.1.11 below)
7.4 A Committee member automatically ceases to be a member of the Committee if he or she:
7.4.1 Is disqualified under the Charities Act 1993 from acting as a charity trustee
7.4.2 Is incapable, whether mentally or physically, of managing his or her own affairs
7.4.3 Is absent from three consecutive meetings of the Committee unless such absence is accepted by the Committee as reasonable
7.4.4 Ceases be a Member of the Society
7.4.5 Resigns by written notice to the Committee (but only if at least two Committee members will remain in office)
7.4.6 Is removed by a resolution passed by all the other members of the Committee after inviting the views of the Committee member concerned and considering the matter in the light of any such views
7.5 A retiring Committee member is entitled to an indemnity from the continuing Committee members at the expense of the Society in respect of any liabilities properly incurred while he or she held office
7.6 Technical defects in the appointment of a Committee member of which the Committee was unaware at the time does not invalidate decisions taken at a meeting

Committee Meetings
8.1 The Committee shall hold at least two meetings each year
8.2 The quorum at a Committee meeting shall be nine members, a majority of whom shall be elected Committee members other than Officers
8.3 The Committee shall appoint from among its number a Chairman of Committee, who shall be eligible to hold office for not longer than three consecutive years, to take the chair in the absence or at the discretion of the President
8.4 At all Committee meetings of the Society the President shall take the chair, or in his or her absence the Chairman of the Committee, or in his or her absence any member of the Committee whom the meeting may elect
8.5 Every issue may be determined by a simple majority of the votes cast at a Committee meeting but a resolution which is in writing and signed by all members of the Committee 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
8.6 Except for the Chair of the meeting, who may have a second or casting vote, every Committee member shall have one vote on each issue

Powers of the Committee
9.1 The Committee shall have the following powers in the administration of the Society:
9.1.1 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 Committee and all proceedings of Sub-Committees to be reported promptly to the Committee)
9.1.2 To draw up Standing Orders consistent with this Constitution for the regulation of the Committee and Sub-Committees
9.1.3 To make regulations consistent with this Constitution which it considers necessary for the well-being of the Society
9.1.4 To resolve or establish procedures to assist the resolution of disputes within the Society
9.1.5 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
9.1.6 To make annual appointments of such Assistant Officers as may be required for the proper management of the Society, such Assistant Officers to serve on any appropriate Sub-Committee, and to attend Committee meetings if requested to do so by the President or Chairman of Committee, but not to vote unless he or she is an elected Committee member, or is representing an Executive Officer
9.1.7 To make annual appointments of eight Standing Sub-Committees namely: Finance and General Purposes, Show, Tours, Publicity, Seed Distribution, Publications, Personnel and Awards and from time to time such other Sub-Committees as may be expedient, to whom it may delegate such duties as may seem desirable, and in addition, to appoint a Panel of Experts to answer Members' queries on cultivation and related matters. Failure to make any such appointments shall not invalidate the proceedings of the Committee or the acts of any Executive Officer concerned.
9.1.8 To nominate persons to serve on external bodies, representing the Society - as invited
9.1.9 To recommend to the Annual General Meeting any distinguished persons for election for life as Vice-Presidents or Honorary Members of the Society
9.1.10 To appoint a paid person to be the Director and Secretary to the Society, who shall transact the affairs of the Society in accordance with the directions of the Committee, on such terms as it thinks fit and, at its discretion, to terminate such appointment and to appoint a successor, such appointment to be reported to the next Annual General Meeting. The Committee also appoints such other employees and agents e.g. Editorial and Administrative, paid or unpaid as it thinks fit, including the appointment or approval of Secretaries and Treasurers of Local Groups or Sections, then may terminate such appointments, and appoint successors
9.1.11 To co-opt additional members to the Committee to represent the interests of Members in areas which it considers are not adequately represented, or for other reasons. Such co-opted members shall at no time exceed five in number and shall serve until the next Annual General Meeting, be eligible for re-appointment to a maximum of three years, then for a further term after a break of at least twelve months
9.1.12 In the event of any vacancy occurring either amongst the Executive Officers or on the Committee by reason of death, resignation or otherwise, to appoint a Member of the Society to fill such a vacancy. An Executive Officer or Committee member 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, in the case of a Committee member, eligibility for re-election, if nominated, for a further term after a break of at least twelve months

Property and Funds
10 1 All property and funds of the Society must only be used for furthering the objects. The rights of all property and funds are vested in the Holding Trustees and do not belong to the Members of the Society or to the Committee
10.2 Banking accounts in the name of the Society shall be held at a bank or building society approved in writing by the Committee and all monies receivable for the purposes of the Society shall be paid into such 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 Committee shall from time to time authorise.
10.3 No Committee Member may receive any payment of money or other material benefit (whether direct or indirect) from the Society except:
10.3.1 Reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred undertaking official business on behalf of the Society
10.3.2 A reasonable rent or hiring fee for property let or hired to the Society
10.3.3 In exceptional cases, other payments or material benefits (but only with the prior written approval of the Charity Commissioners)
10.4 Whenever a Committee member has a personal interest in a matter to be discussed at a Committee meeting, the Committee member must:
10.4.1 Declare an interest before discussion begins on the matter
10.4.2 Withdraw from that part of the meeting unless expressly invited to remain in order to provide information
10.4.3 Not be counted in the quorum for that part of the meeting
10.4.4 Withdraw during the vote and have no vote on the matter
10.5 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
10.6 With the authority or consent of the Committee (but not otherwise) investments and other property of the Society may be held in the name of or on behalf of the Society. The investment and other property of the Society shall be vested in Holding Trustees to be appointed by the Committee or at a General Meeting of the Society. The Committee shall have power to remove any of the Holding Trustees and to fill all vacancies occurring by removal, resignation or death but any Holding Trustee appointed by the Committee to replace one removed by it shall be subject to confirmation at the General Meeting of which notice is given next following such appointment. The Committee may authorise and instruct the Holding Trustees to vest the title to the Society's investments in a custodian or nominee company selected by the Committee and approved by the Trustees; any land owned by the Society must be vested in at least two Holding Trustees. The Holding Trustees 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 Committee shall from time to time direct
10.7 The Committee shall have power, from time to time, after taking advice from a Member of the London Stock Exchange, to direct the Holding Trustees concerned to invest the funds of the Society or any part thereof in any way in which it, in its absolute discretion, thinks fit, in all respects as if it were a sole Beneficial Owner of such funds notwithstanding that such investments may not be investments authorised by law for the investment of Trust Funds, and the Committee shall have power, from time to time, to direct the Holding Trustees concerned to vary or transpose such investments. The Holding Trustees 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 Committee) to vary or change such arrangements and to pay any reasonable charges for such services out of the Society's income
10.8 The Society may procure the promotion of or the transfer to wholly owned subsidiary companies, with limited liability of any profit-making activity which it considers may benefit the Society's charitable objects on terms that such companies covenant their entire profit to the Society and on such other terms (if any) as the Committee may determine. The Directors of each such company shall be the President, Treasurer and relevant Officer for the time being
10.9 The Holding Trustees 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 investment of the Society or in relation to any legal proceedings or which its powers in relation to investments to the Finance and General Purposes Committee

Records and Accounts
11.1 The Committee must comply with the requirements of the Charities Act 1993 as to the keeping of financial records, the audit or independent examination of accounts and the preparation and transmission to the Commission of:
11.1.1 Annual reports
11.1.2 Annual returns
11.1.3 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.
11.2 The Committee must keep proper records of:
11.2.1 All proceedings at general meetings
11.2.2 All proceedings at Committee meetings
11.2.3 All reports of Sub-Committees
11.2.4 All professional advice obtained
11.3 Annual reports and statements of account relating to the Society shall be made available for inspection by any Member of the Society
11.4 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 1993)

Notices
12.1 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
12.2 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)
12.3 Any notice given in accordance with this constitution is to be treated for all purposes as having been received:
12.3.1 Twenty-four hours after being sent by electronic means or delivered by hand to the relevant address
12.3.2 Two clear days after being sent by first class post to that address
12.3.3 Three clear days after being sent by second class post to that address
12.3.4 One week after the date of distribution of a newsletter containing the notice
12.3.5 On being handed to the Member personally or, if earlier, as soon as the Member acknowledges actual receipt
12.4 Technical defects in the giving of notice of which the Member or the Committee Members are unaware at the time does not invalidate decisions taken at a meeting

Amendments
13. This Constitution may be amended at a general meeting by a two-thirds majority of the votes cast, but:
13.1 The Members must be given twenty-one clear days notice of the proposed amendments
13.2 No amendment may be made to clauses 1, 2, 10.3, 14 or this clause without the prior written consent of the Charity Commission on the recommendation of the Society
13.3 No amendment may be made which would have the effect of making the Society cease to be a charity at law
13.4 The Committee shall promptly send to the Charity Commissioners a copy of any amendment made under this clause.

Dissolution
14.1 If at any time the Members at a general meeting decide to dissolve the Society, the members of the Committee will remain in office as charity trustees and will be responsible for the orderly winding-up of the Society's affairs
14.2 After making provision for all outstanding liabilities of the Society, the Committee 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
14.3 A final report and statement of account relating to the Society must be sent to the Charity Commissioners

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