THE RUGBY GARDENERS GUILD CONSTITUTION

                                                                                                Issue 1 Oct 2008         1 The Name of the Society                                                     Issue 2 Sept 2016

The name of the Society shall be The Rugby Gardeners Guild.

2 Objects of the Society

The object of the Society shall be to promote good horticultural practices among its members by:

a)      Holding regular meetings for lectures, discussions and demonstrations.

b)      Holding horticultural shows and competitions

c)      Arranging visits to gardens and other sites to observe gardening practice.

3 Membership

Membership of the Society shall be open to anyone interested in gardening within its defined constituency.  The committee may confer honorary membership on individuals considered worthy of special recognition by the Society.

4 Officers of the Society

The officers of the Society shall be a Chairman, Vice Chairman, Treasurer, Secretary and Membership Secretary and such other officers as shall be deemed necessary; no one individual shall hold more than one office at a time.  When the Chairman is unable to attend a meeting the vice chairman will take the chair for that meeting.  In the event that neither Chairman nor Vice Chairman is able to attend a meeting, the committee members present shall elect one of their numbers to take the chair for that meeting.  The committee may also appoint distinguished individuals to the honorary position of President, Patrons or non-executive Vice-Presidents.

5 Election of Officers and members of Committee

The officers shall be elected at the Annual General Meeting of the Society for a period of 3years.  The officers shall be eligible for re-election unless their total term of office is limited by convention or regulation.

6 Conduct of the Society’s affairs.

The affairs of the Society shall be conducted by a Committee consisting of the Chairman, Vice Chairman, Treasurer, Secretary, Membership Secretary and five other members.  This Committee shall have the power to co-opt up to three members to serve as full Committee members until the next Annual General meeting and may appoint individuals to sub-committees, whether elected or non-elected, to the Committee to perform specific tasks, such as the running of the Society’s shows.

7 Ordinary meetings of the Society

The ordinary meetings of the Society shall be held in accordance with a programme for the year which shall be drawn up by the Committee and/or its sub-committees and issued to all members of the Society at or before its Annual General Meeting.

8 Financial year

The Society’s financial year shall end on 31 December. The Society’s Annual General Meeting will be held within three calendar months of this date.

9 Annual General Meeting

An Annual General Meeting of the Society shall be held in every year for the purpose of:

a)      Approving the Committee’s Annual Report on the work of the Society during the preceding year.

b)      Electing officers for the forthcoming year and Committee Members to replace those who have retired by rotation or for other reasons.

c)      Approving financial statements signed by an Independent Examiner.

d)      Electing an Independent Examiner for the next year.

e)      Considering any motion which has been notified to the Secretary of the Society at least 28 days prior to the date of the AGM and which has been circulated to all members.

f)       Noting any other matters for consideration by the Committee

10 Extraordinary General Meetings

The committee has the power to convene an Extraordinary General Meeting of the Society at any time and must do so within 28 days of receiving a written request signed by at least 1/3 of the members.  Notice in writing must be sent to all members not less than 14 days before such a meeting, informing them of the date, time, venue and purpose of the meeting.  No business other than that detailed in the notice shall be transacted at an EGM.

11 Chairman of Annual or Extraordinary General Meetings

The President of the Society if one is elected or, in his absence, the Chairman of the Society or, in the absence of both of them, the Vice-Chairman shall preside at any Annual or Extraordinary General Meeting of the Society.  In the event of none of these being available the Committee members present shall elect one of their number to chair the meeting.

12 Quorum

No matters of policy shall be agreed at an Annual or Extraordinary General Meeting or at a Committee Meeting unless the meeting is quorate.  To be quorate a General Meeting shall have at least of 25% of the membership present and the Committee Meeting shall be quorate when at least five members are present.  The Chairman may not participate in the initial voting at any meeting but, in the event of a tie, shall have a casting vote.  The quorum of any sub-committee shall be decided by the sub Committee when appointing it.

13 Method of voting

Voting at all meetings shall be by a show of hands unless the Chairman directs that a secret ballot be taken

14 Subscriptions and donations

The annual subscription shall be decided by the Committee and notified to all members at least 14 days in advance of the Annual General Meeting.  Annual subscriptions are payable in advance and shall be due on 1st January.  New members joining after 1st October shall be deemed to have paid their subscription up to the end of the next financial year.

15 Membership

Members will receive a membership card, entitlement to the full annual programme of the Guild subject to conditions.

16 Privileges of membership

Membership privileges shall be decided by the Committee and shall be reviewed in advance of each Annual General Meeting.

17 Non-payment of subscription

No person shall be entitled to vote at any meeting of the Society unless their subscription for the year has been paid in full.  Any member whose subscription remains unpaid after 3 months ceases to be a member of the Society.

17a

The Committee reserves the right to refuse any person wishing to re-join the Society

18 The Society’s Funds

All subscriptions and other monies shall be passed to the Treasurer, who shall be responsible for all of the Society’s funds, for keeping accounting records thereof and presenting the accounts for independent examination at the end of the financial year.  All sums received by the Treasurer on the Society’s behalf shall be paid into the Society’s bank account and all cheques drawn on that account shall be signed by any two nominated officers.  The funds of the Society shall be used solely to further the objects of the Society and only in ways sanctioned by the committee.

19 Appointment of an Independent Examiner

An Independent Examiner shall be elected at every Annual General Meeting to serve until the next Annual General Meeting and shall be eligible for re-election.  No committee member shall be eligible to act as Independent Examiner.

20 Resignation or Death of Committee Members

If any committee member should die or resign before the expiration of their term of office, the committee may fill the vacancy but the person so appointed shall stand for election at the next Annual General Meeting.

21 Alteration of Constitution

This constitution may only be amended at an Annual or Extraordinary General Meeting and then only if notice of the proposed amendment has been notified to all members not less than 28 days before the meeting. (see 12 above

22 Winding-up the Society

A decision to wind-up the Society shall only be taken at an Annual or Extraordinary General Meeting that is attended by a minimum of half of the total membership.  There must be a majority vote in favour of the proposal to wind-up the society by those attending the meeting.  In the event that the decision to wind-up the Society is agreed, the meeting shall then go on to appoint a committee of not fewer than three and not more than seven individuals to oversee the disposal of the Society’s assets.  The meeting should give a clear indication to that committee of the use to which any remaining funds should be put.  The committee appointed to oversee the disposal of the Society’s assets shall abide as closely as possible to the wishes expressed at the meeting which appointed it.

23 Other matters

Any matters for which provision is not made in this constitution shall be dealt with by the committee at its discretion and shall be reported to the next Annual General Meeting for endorsement or further direction