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Danbury & Little Baddow Horticultural Society

Club Constitution

The Constitution of the Society was adopted at the 2012 AGM of the Society.

Danbury & Little Baddow Horticultural Society
Constitution 2012

1.0 Name
1.1 The name of the Society is Danbury & Little Baddow Horticultural Society and is referred to in this Constitution as “the Society”. The Society is affiliated to the Royal Horticultural Society. 

2.0 Aims
2.1 The aims of the Society are to encourage, improve and extend the cultivation of flowers, fruit and vegetables through a varied programme of events benefitting the members. 

3.0 Powers
3.1 To further its aims the Society has the following powers:

a)                to raise money to pay for the Society’s activities;
b)                to make such payments as shall be necessary;
c)                to fix and collect the fees payable in respect of Membership;
d)                to hire or acquire assets of any kind;
e)                to buy, lease or rent any land or buildings and to maintain and equip it for the use of the Society;
f)                 to set aside funds for special purposes or as reserves against future expenditure;
g)                to insure the property and assets of the Society against any foreseeable risk and to take out other insurance policies to protect the Society as considered necessary;
h)                to employ such paid and unpaid staff, agents and advisors as maybe required from time to time;
i)                 to do any other lawful things which are necessary or desirable to enable the Society to achieve its aims. 

4.0 Membership

4.1 The Society shall consist of a President, President-Elect and members. The annual subscription shall be advised and approved by the AGM. Junior Members Under 16 will pay a reduced rate.   All members shall be entitled to:
•             trading discount with various firms specified.
•             to exhibit at all  the Society’s shows.
•             free admission to all the Society’s functions, lectures, demonstrations etc.; (The Committee is authorised to levy a charge to members for events if the costs and expenses incurred are such that committee deems a charge necessary).
•             to borrow any complimentary tickets to Royal Horticultural Society and Daffodil Society shows, due to the Society’s affiliation thereto.   
4.2 Membership of the Society will cease if the Member concerned:
a)                 gives written notice of resignation to the Society;
b)                dies;
c)                 fails to pay their membership subscription within three months from the date on which it is due, in which case the Member will cease to be a Member with effect from the date on which the period of two months expires;
d)              is removed from membership by a resolution passed by a majority of the members of the Committee on the grounds that they have acted in a way which brings the Society into disrepute or has failed to abide by the rules of the Constitution. Before the Committee decides whether to remove the Member, the Committee will give the member written notice of the misconduct or failure alleged to have occurred. The Member will have not less than 14 days in which to submit a written response to the notice. The Committee will have regard to this written response before making the final decision on whether or not to terminate their membership.4.3 Membership of the Society is not transferable. 

5.0 The Committee
5.1 The business of the Society shall be conducted by a Committee (“the Committee”) consisting of a President, Chairman, Hon-General Secretary, Hon-Show Secretary, Hon-Membership Secretary, Hon-Treasurer and other Members to be elected at the A.G.M.. At the discretion of the committee Hon-Life Members can be created but the number of such shall limited to 1% of the total membership of the Society.  The number of other members to be set by the Society at the A.G.M.  

5.2 A quorum for Committee meetings is not less than one third of the Committee, including any two of the Officers. The Committee shall have power to fill any vacancy occurring and to co-opt additional members when required.   
5.3 A Committee Member not attending three consecutive meetings without reasonable cause will be asked to leave or deemed to have resigned. 
5.4 The President shall be elected for a two year term of office and the Committee shall have the power to foreshorten any term or fill a vacancy should the need arise. 
5.5 The President, Officers and Committee Members are all eligible for re-election. 
5.6 All Members shall be eligible to stand for election to the Committee, except ordinarily a Member who is a paid employee of the Society.  
5.7 The President or his delegate will be invited to present the Trophies at the Autumn Show and to chair the Annual General Meeting. 

6.0 Proceedings of the Committee
6.1 The Committee shall hold at least 2 meetings each year unless the Committee shall decide by simple majority to hold a further meeting or meetings. 

6.2 The Committee will keep minutes of all proceedings at all meetings of the Society and of the Committee. The minutes shall record:
a) the names of everyone present at the meeting;
b) the decisions made at the meetings;
c) where appropriate, the reasons for and any actions arising from the decisions; and
d) any other material details regarding the meeting. 
6.3 Every issue considered at Committee meetings may be determined by a simple majority of the votes cast at the meeting. A written resolution signed by all members of the Committee is as valid as a resolution passed in a meeting. 
6.4 A Committee member must absent himself or herself from any discussions of the Committee in which it is possible that a conflict of interest may arise between his or her duty to act solely in the interest of the Society and any personal interest (including but not limited to any personal financial interest) which the Committee member may have in the matter under consideration and take no part in any vote on the matter. 
6.5 Requests for funding in relationship to activities outside the normal operation of the Society shall be made in writing to the Chairman/Treasurer 7 days in advance of a committee meeting. 

7.0 General Meetings
7.1 The Society shall in each calendar year hold a general meeting as its Annual GeneralMeeting. 

7.2 Each Annual General Meeting will be chaired by the Chair or in his/her absence another member of the Committee and which shall:
(a) receive the accounts of the Society for the previous financial year;
(b) receive an annual report from the Committee;
(c) elect the new members of the Committee;
(d) appoint an Hon-Auditor
(e) transact any other business properly put to the meeting. 
7.3 An Extraordinary General Meeting may be called at any time at the request of the Committee or not less than one quarter of the Members. 
7.4 No alterations to any rule shall be made except at the Annual General Meeting or at a special general meeting called for that purpose. Any proposed alteration or additional rule should be communicated to the Hon-Secretary at least 14 days before the date of such a meeting. 

8.0 Finance and Accounts
8.1 The Committee will ensure that the Society keeps sound financial records and audited accounts. 

8.2 The accounting records shall, in particular, contain:(a) entries showing from day to day all monies received and expended and the matters inrespect of which the receipts and expenditures took place; and(b) a record of the assets held and any monies owed by the Society. 
8.3 At each meeting of the Committee the Treasurer shall normally present an up to date written statement of accounts to the Committee. 
8.4 All accounting records relating to the Society shall be available for inspection by any member of the Committee at any reasonable time and may be available for inspection by Members at the discretion of the Committee. 
8.5 The Society may open one or more bank accounts. All bank accounts will be in the name of the Society.  
8.6 Cheques and orders for payment of money from these accounts shall normally be signed by two designated persons, one of whom shall be an Officer.  
8.7 The Committee may resolve to set aside income as a reserve against future expenditure but only in accordance with a written reserves policy. 

9.0 Dissolution
9.1 If the Committee resolves that the aims of the Society can no longer be fulfilled, theCommittee will convene an Extraordinary General Meeting of the Society to consider thewinding up and dissolution of the Society. 

9.2 If the Extraordinary General Meeting referred to in paragraph 9.1 decides by a two thirdsmajority of the Members present and voting that the Society should be wound up theCommittee (subject to the satisfaction of all debts and liabilities of the Society) inaccordance with paragraph 9.4. 
9.3 If at the Extraordinary General Meeting a quorum is not present within 1 hour of the timeappointed for the meeting then the meeting will be adjourned to the same day of the nextfollowing week at the same time and place. If at the adjourned meeting a quorum is again notpresent within 1 hour of the time appointed for the meeting then the Members present shallconstitute a quorum
9.4 If the Society is wound up or dissolved and after all of its debts and liabilities have beensatisfied there remains any property or assets these shall not be paid or distributed amongst the Members of the Society but shall be applied in one or more of the following ways: 
(a) transferred to the Royal Horticultural Society
(b) to another Horticultural Society established whose governing instrument prohibits the distribution of income and property to an extent at least as great as is imposed on the Society and whose objects are similar to those of the Society.

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