Constitution of the Charlbury and District Garden Society adopted on the 21st October 2011.
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.
5.2 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.
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.
8.1 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.
9.2 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.
10.2 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.
11.2 The funds belonging to the Society shall be applied only in furthering the objects.
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 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.
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.
This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.
Chairman Nicola Morgan
Secretary Geoff Holmberg
Treasurer Sue Cox