Fritillaria group Constitution
ALPINE GARDEN SOCIETY: FRITILLARIA GROUP CONSTITUTION
The name of the group (hereafter referred to as the "Group" shall be the Fritillaria Group of the Alpine Garden Society.
2 Function and Objects
2.1 The Function and Objects of the Group shall be:
- To extend knowledge and understanding of the genus Fritillaria through study, conservation, cultivation and propagation (if appropriate) by means of (as appropriate) meetings, publications, lectures, shows, displays, plant and seed exchanges, visits to collections and sites of interest
- To promote the objects of the Alpine Garden Society (“the Society”)
3.1 The Group shall have the following powers, which may be exercised only in promoting the Objects:
· To hold meetings and events of an educational nature for its members
· To provide advice
· To publish or distribute information
· To promote and carry out research
· To co-operate with other bodies formed for similar purposes
· To raise funds for the Society (but not by means of taxable trading)
· To hire property of any kind or to let or dispose of property of any kind (but in accordance with the restrictions imposed by the Charities Act 2011)
· To set aside funds for special purposes or as reserves against future expenditure
· To pay the costs of forming and running the Group
· To do anything else within the law which promotes or helps to promote the Objects
3.2 The affairs of the Group shall be managed between meetings by the committee (“the Group Committee”) established in accordance with this constitution.
4.1 Membership of the Group is open to any individual who shall pay the appropriate annual subscription to the Group and who shall wish to promote the Functions and Objects.
4.2 The Group Committee may establish classes of membership for individuals who are not members of the Society. Such members shall not exceed 25 % of the total membership of the Group; they may participate in Group activities but shall not have voting rights at General Meetings.
4.3 Payment of the subscription to the Group as determined from time to time by the Group Committee shall be considered as acceptance by the Member of the rules and regulations of both the Society and the Group.
4.4 The Group Committee may by invitation permit the attendance of other persons (e.g. AGS Members/Visitors) at meetings who have a special interest in a subject under consideration; such persons may pay a fee but not have power to vote on any matters relating to the affairs of the Society or the Group.
4.5 The Group Committee shall keep a register of Group members, and make this available to the Society when requested by the Society’s Treasurer or Director.
4.6 A member may resign from the Group by written notice to the Secretary and a member whose supplementary subscription is nine months in arrears ceases to be a member of the Group but may be readmitted on payment of the sum owing.
4.7 The Group Committee may terminate the membership of any individual whose continued membership would in the reasonable view of the Group Committee be disadvantageous to the Group (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).
5 General meetings
5.1 All Group members are entitled to attend general meetings of the Group in person as may any Officer or member of the Board of Trustees of the Society.
5.2 An Annual General Meeting must be held as the Group Committee determine, at the same time every year provided there is not a gap of more than 15 calendar months.
5.3 General meetings are called by not less than 14 clear days’ written notice to the Group members specifying the business to be transacted such notice to be copied to the Director of the Society.
5.4 The quorum at a general meeting is 10 voting members personally present or one tenth of the voting Group members (whichever shall be the smaller number).
5.5 The Chair or (if the Chair is unable to or unwilling to do so) some other member elected by those members present shall preside at a general meeting.
5.6 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 (save as otherwise determined by the meeting) voting shall be by a show of hands.
5.7 Except for the Chair of the meeting, who has a second or casting vote, every voting Member of the Group present is entitled to one vote on every issue.
5.8 At an Annual General Meeting the members shall:
5.8.1 Receive the accounts of the Group for the previous financial year for approval and onward transmission to the Society for incorporation and consolidation into its accounts.
5.8.2 Receive the report of the Group Committee on the Group's activities since the previous Annual General Meeting for approval and onward transmission to the Society and incorporation into its report.
5.8.3 Appoint Officers (being the Chair, Secretary, and Treasurer, and such other officers as the Group may choose, who shall in each case be members who have signified in writing their willingness to serve and who (in the case of the Secretary and Treasurer) shall have been approved in writing by the Society, and each of whom shall hold office as follows.
5.8.4 In the case of the Chair, Secretary and Treasurer for no more than five consecutive years (save that in exceptional circumstances the Chair may serve for a further one year if so elected).
5.8.5 These periods of office can be extended only with the expressed permission and with the written approval of the Society.
5.8.6 Elect Group Committee members to serve for a three year period to replace those retiring from office by rotation.
5.8.7 Officers and Group Committee members shall be members of the Society and are eligible for re-election, if nominated, for a further term after a break of at least twelve months.
5.8.8 Appoint an independent examiner to audit the Group’s accounts.
5.8.9 If appropriate confer on any individual (with his or her consent) honorary titles (such as life member or patron) in relation to the Group.
5.8.10 Discuss and determine any issues of policy or deal with any other business put before them.
5.9 An Extraordinary General Meeting may be called at any time by the members and must be called within 14 days after a written request to the Group Committee from at least 10 members or one tenth of the membership, whichever is the smaller. The special business for which the meeting is convened shall be stated in the request and also in the notice calling the meeting and no other business shall be transacted at such Extraordinary General Meeting.
6 The Group Committee
6.1 The Group Committee have control of the Group and are accountable to the Society for the activities undertaken by the Group.
6.2 The Group Committee when complete shall consist of the Officers and no fewer than four individual members (but not paid employees) of the Group.
6.3 The Group Committee shall have the power to co-opt additional members as they consider fit. Co-opted members are not entitled to vote on resolutions.
6.4 A Group Committee member automatically ceases to be a member of the Group Committee if he or she:
· Is disqualified under the Charities Act 2011 from acting as a charity trustee
· Is incapable, whether mentally or physically, of managing his or her own affairs
· Is absent from three consecutive meetings of the Group Committee
· Ceases be a Member of the Society
· Resigns by written notice to the Group Committee (but only if at least two Group Committee members will remain in office)
· Is removed by a resolution passed by the main Committee of the Society or by all the other members of the Group Committee after inviting the views of the Group Committee member concerned and considering the matter in the light of any such views.
6.5 A retiring Group Committee member is entitled to an indemnity from the continuing Group Committee members at the expense of the Group in respect of any liabilities properly incurred while he or she held office.
6.6 Technical defects in the appointment of a Group Committee member of which the Group Committee were unaware at the time do not invalidate decisions taken at a meeting.
7 Group Committee meetings
7.1 The Group Committee must hold at least two meetings each year.
7.2 The quorum at a Group Committee meeting is deemed to be at least a 50% attendance - to include at least two Officers and two elected Group Committee members.
7.3 The Chair or (if the Chair is unable or unwilling to do so) some other member of the Group Committee chosen by the members present presides at each Group Committee meeting.
7.4 Every issue may be determined by a simple majority of the votes cast at a Group Committee meeting but a resolution which is in writing and signed by all members of the Group 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.
7.5 Except for the Chair of the meeting, who may have a second or casting vote, every Group Committee member shall have one vote on each issue.
8 Powers of the Group Committee
8.1 The Group Committee have the following powers in the administration of the Group:
· To make rules consistent with this constitution about the Group Committee such rules to take effect only after being approved in writing by the Society.
· To make regulations (standing orders) consistent with this constitution about the running of the Group such regulations to take effect only after being approved in writing by the Society.
· To resolve or establish procedures to assist the resolution of disputes within the Group.
9 Property and Funds
9.1 All property and funds of the Group must be used only for furthering the Objects and do not belong to the members of the Group or to the Group Committee.
9.2 A banking account in the name of the Group shall be held at a bank or building society approved in writing by the Society and cheques for amounts in excess of £250 must be signed by no fewer than two of : the Group Chair, the Group Treasurer, the Group Secretary, the Society’s Treasurer and the Society’s Director.
9.3 The Group shall prepare complete and proper records of payments and receipts, and retain all vouchers of all its financial transactions. . The Group shall arrange for the accounts to be verified by a person independent of the Group, and shall send copies of the examined accounts to the Treasurer of the Society at AGS Centre Pershore not less than two months prior to the end of the Society's financial year.
9.4 The annual accounts prepared in accordance with paragraph 9.3 shall be presented to the membership at each Annual General Meeting of the Group and their acceptance or otherwise reported to the Society.
9.5 The Treasurer of the Society or other appointed executive/non-executive officer acting on his behalf or the Society’s auditors shall be entitled to inspect the financial records of the Group and require submission of all records, statements and supporting documents
9.6 No Group Committee member may receive any payment of money or other material benefit (whether direct or indirect) from the Group except:
· Reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in the administration of the Group.
· A reasonable rent or hiring fee for property let or hired to the Group.
· In exceptional cases, other payments or material benefits (but only with the prior written approval of the Society).
9.7 Whenever a Group Committee member has a personal interest in a matter to be discussed at a Group Committee meeting, the Group Committee member must:
· Declare an interest before discussion begins on the matter.
· Withdraw from that part of the meeting unless expressly invited to remain in order to provide information.
· Not be counted in the quorum for that part of the meeting.
· Withdraw during the vote and have no vote on the matter.
9.8 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 accordance with the approval of the Treasurer of the Society.
10.1 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 Group.
10.2 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).
10.3 Any notice given in accordance with this constitution is to be treated for all purposes as having been received:
· Twenty-four hours after being sent by electronic means or delivered by hand to the relevant address. · Two clear days after being sent by first class post to that address.
· Three clear days after being sent by second class post to that address.
· One week after the date of distribution of a newsletter containing the notice.
· On being handed to the member personally or, if earlier, as soon as the member acknowledges actual receipt.
10.4 Technical defects in the giving of notice of which the member or the Group Committee members are unaware at the time do not invalidate decisions taken at a meeting.
11.1 Any proposed amendment to this Constitution must have the written approval of the Society before it is put to a general meeting of the Group.
11.2 Subject to such prior approval this Constitution may be amended at a general meeting by a two-thirds majority of the votes cast, but:
11.3 The Members of the Group must be given fourteen clear days notice of the proposed amendments.
12.1 If at any time the members at a general meeting decide to dissolve the Group, the members of the Group Committee will remain in office and will be responsible for the orderly winding-up of the Group's affairs.
12.2 After making provision for all outstanding liabilities of the Group, the Group Committee must remit the remaining property and funds to the Alpine Garden Society with a final report and statement of account relating to the Group.