The Hardy Plant Society Constitution

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THE CONSTITUTION OF THE HARDY PLANT SOCIETY

as amended by an Extraordinary General Meeting held on 24th March, 1984, 10th September, 1988 and 5th September 1992.

TITLE

1. The title of the Society shall be “The Hardy Plant Society”.

OBJECTS

1. The objects of the Society shall be
1. to advance the culture, study and improvement of hardy herbaceous plants other than rock garden plants.
2. to preserve the older rarer and lesser known hardy plants and varieties from being forgotten or lost to cultivation.
3. to advance knowledge of and foster public interest in such plants by the publication of information by exhibitions, by stimulating research and experiment and by awarding prizes open to public competition.
4. to maintain trial grounds, horticultural gardens and facilities for giving advice on the culture of hardy plants.
5. to organise visits to objects and places of interest in connection with the study of hardy plants to co-operate with other bodies having similar or sympathetic aims and generally to do all such acts as shall further the active and corporate life of the Society and may lawfully be done by a body established only for purposes recognised by the law of England as charitable.

MEMBERSHIP AND AFFILIATION

1. An application for Membership must be signed by the applicant who on payment of the first subscription shall be deemed to be a Member of the Society and to have agreed to abide by this Constitution.
2. Individual members of the Society joint members and applicants for Life membership shall pay such sums as a General Meeting shall from time to time determine. Each member shall be entitled to one copy of any bulletin and any annual publication published by the Society but in the case of joint members paying the reduced rate for a joint subscription, only one copy of any publication of the Society shall be given to the two members. All members shall have free entry to the Society's shows. Each member (including in the case of joint membership both persons) shall be entitled to one vote at any General Meeting.
3. Horticultural or other societies, clubs, local authorities, companies, firms, institutions or similar bodies may become affiliated to the Society on payment of a fee of such annual sum as may be determined from time to time by a General Meeting. An affiliated body shall be entitled to the same privileges as two ordinary members of the Society except that it shall have no representation at any General Meeting and may not vote at a General Meeting.
4. 1. The Executive Committee may call upon any individual to resign from the Society and if the Member does not so resign within twenty-one days after being so called upon the Executive Committee may by resolution terminate his membership.
   2. The Executive Committee shall not be required to give any reason for requesting a member to resign but before coming to any decision the Executive Committee shall give the Member affected proper facilities for stating his case to them.
   3. The Executive Committee may without stating any reason by resolution terminate the affiliation of any affiliated body.
5. The Executive Committee may at any time without stating any reason refuse to accept a renewal of
1. the subscription of any member
2. the affiliation of any body.
6. No individual member, regional group or affiliated body shall take any public action or make any public announcement in the name of the Society.

REGIONAL GROUPS

1. Any group of individual members who desire to work together in any area or locality to further the aims of the Society may apply to the Society for registration upon presentation of their draft constitution.
2. Registration shall be authorised at the sole discretion of the Executive Committee. Notice of registration shall be given in writing and may be withdrawn by vote of the Executive Committee at any time by written notice to the appointed officer of the regional group.
3. Registered regional groups shall be entitled to:
1. Incorporate the name of the Society in their title.
2. Nominate a representative to attend Executive Committee meetings as an observer.
3. Receive copies of Executive Committee minutes.
4. Make representations to the Executive Committee on matters relevant to the Society or the group.
5. Nominate a representative to attend regional group consultative meetings held for the purpose of exchanging information and for acting as an advisory body to the Executive Committee.
4. Registered regional groups shall be required to:
1. Submit all proposed changes to their constitution for the approval of the Executive Committee.
2. Notify the Hon. Secretary/Administrator of the Society in advance of policy matters and programme plans.
3. Do nothing which could harm the interest or the reputation of the Society.
4. Upon request from the Executive Committee or an officer of the Society to provide such information about the affairs of the regional group as may be reasonably be required.
5. Pay such registration fees as the Executive Committee may from time to time determine.
5. It shall be a condition of registration that membership of a regional group shall be open only to persons who are paid up members of the Society.
6. No regional group shall enter into any commitment, give any undertaking or otherwise bind the Society in any way without the prior written consent of the Executive Committee.

ANNUAL SUBSCRIPTIONS

1. The first annual subscription and thereafter a renewed subscription shall become due on January 1st in each year. Membership is continuous and, unless written notice of resignation is received by the Secretary not later than December 31st in any year, a member shall be liable for his subscription for the following year. A new member's subscription paid after September 30th in any year shall entitle him to all privileges, without further payment, until December 31st of the following year. The Executive Committee may for special reason wholly or partly remit or waive the payment of any subscription in any case and subject to any conditions they may think fit.
2. A member whose subscription is in arrear on the 31st day of March next after it has become due shall not be entitled to any of the rights and privileges of membership and shall be deemed to have resigned.
3. In this clause the term “member” shall include an affiliated body or individual, the term “subscription” an affiliation fee and an annual fee and the term “membership” affiliation of any body or individual.
4. The Executive Committee shall have powers to enter into the necessary indemnity for the Society to be the originator in respect of 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.

HONORARY MEMBERS

1. The Executive Committee may elect any person as an Honorary Member for such period and subject to such conditions as they think fit.

FINANCIAL YEAR

1. The financial year shall end on December 31st of each year.

GENERAL MEETINGS

1. The Annual General Meeting of individual members of the Society shall be held once in every calendar year before the end of March to transact the following business:-
1. To receive and if approved to adopt the annual report and an audited statement of the accounts to the end of the last preceding financial year.
2. To elect the officers and other members of the Executive Committee,
3. To elect an auditor or auditors.
4. To deal with any special matter which the Executive Committee desires to bring before the members and to receive and consider suggestions from the members for consideration by the Executive Committee.
2. An Extraordinary General Meeting of the Society may be called at any time by the Executive Committee and shall be so called within 96 days of receipt by the Honorary Secretary/Administrator of a requisition in writing signed by not less than thirty members stating the purpose for which such meeting is desired and setting out any resolution which it is desired to propose thereat. No business shall be transacted at such meeting other than that specified in the notice, and no amendment to any resolution proposed at the meeting shall be allowed. The chairman of the meeting shall be nominated by the Executive Committee.
3. A notice convening any General Meeting shall be sent to all members not less than twenty-one days before the meeting and shall specify the business of the meeting but only individual members whose subscriptions are fully paid up to the date of the meeting and are not in arrear may attend thereat and vote.
4. Any resolution for consideration at any General Meeting must be received by the Honorary Secretary/Administrator by December 31st preceding the date appointed for the meeting. The Executive Committee may direct that any resolution which appears to them to be scandalous or vexatious be not placed upon any agenda or discussed at any meeting.
5. Thirty members present at a General Meeting shall form a quorum. If within fifteen minutes following the time appointed for the holding of a General Meeting no quorum is present then the Meeting if convened by the Executive Committee shall stand adjourned to such place, time and date as the Chairman of the Meeting may appoint; if the Meeting was convened by requisition of thirty members it shall be dissolved.

OFFICERS AND EXECUTIVE COMMITTEE

1. The business and affairs of the Society shall be managed by an Executive Committee of individual members of the Society consisting of not more than fifteen elected members of the Society with the addition of Chairman, Vice-Chairman, Hon. Treasurer and Hon. Secretary and any members co-opted under the provisions of sub-clause (f) below. The following honorary officers of the Society shall be elected at the Annual General Meeting:- Chairman, Vice-Chairman, Treasurer and Secretary; the Annual General Meeting may also if it thinks fit elect a President and Vice-Presidents. Members may vote for the election of the Executive Committee and Hon. Officers in person or by post as the Executive Committee may determine. Any casual vacancy occurring in any elective office may be filled as the Executive Committee may appoint to that office. Any person so appointed shall retire from office at the following Annual General Meeting but be eligible for election to that office.
2. Nominations for Officers and Members of the Executive Committee must be received by the Honorary Secretary/Administrator in writing by a specified date, this being not less than 8 weeks before the date appointed for an Annual General Meeting. Prior permission of any person being nominated must be obtained,
3. Five members of the Executive Committee shall form a quorum. The Executive Committee shall meet from time to time as may be necessary. Nine members of the Executive Committee may by signed written notice to the Honorary Secretary/Administrator request a meeting of the Executive Committee and if such meeting be not called within thirty days of the despatch of such notice the said nine members may themselves call a meeting of the Executive Committee by seven days' notice in writing sent to all members thereof.
4. The Officers of the Society shall retire each year but be eligible for re-election. The Chairman and Vice-Chairman shall also be eligible for re-election each year, subject to serving normally a maximum of three years, but extendible to a maximum of five consecutive years. Five Members of the Executive Committee shall be elected annually to serve for three years and shall not be eligible for re-election until the following Annual General Meeting. A year of service for those elected at an Annual General Meeting shall commence at the end of that meeting and terminate at the end of the following Annual General Meeting.
5. The Executive Committee may fill by co-option any casual vacancy which may occur in their number but the person so filling the vacancy shall retire at the Annual General Meeting next following his co-option and shall be eligible for election.
6. The Executive Committee may in addition to the officers and members elected at the Annual General Meeting co-opt not more than five members but such co-opted members shall be limited to serve no more than three consecutive years.
7. The Executive Committee shall make appointments to perform the following functions:- Administration, editing the Bulletin, editing the Newsletter, managing the Seed Exchange and any other activity as the Executive Committee may deem appropriate and shall negotiate payment for services as appropriate. The Executive Committee shall appoint from among its members four to serve on an Administration Committee, together with the Chairman, Vice-Chairman, Hon. Treasurer and Hon. Secretary. The Executive Committee shall draw up Standing Orders for its own regulation and for that of the Administration Committee and any sub-committees.

SUB COMMITTEES

1. The Executive Committee may appoint sub-committees to consider and report on any matter, and members of such sub-committees need not necessarily be members of the Executive Committee. At least one member of each sub-committee shall be a member of the Executive Committee. Unless otherwise decided by the Executive Committee, all sub¬committees shall elect their own chairman and have power to co-opt not more than three members. The Executive Committee may alter the membership of any sub-committee at any time, and no sub-committee shall have power to act on behalf of the Society unless expressly authorised to do so by a minute of the Executive Committee. No sub¬committee may spend any money on behalf of the Society or enter into any obligation on behalf of the Society, unless expressly authorised to do so by a minute in writing of the Executive Committee.

ALTERATIONS TO RULES

1. The rules of the Society may be altered at an Extraordinary General Meeting or Annual General Meeting and at least twenty-one days' notice of any meeting to consider a proposed alteration shall be given to all members. In order to effect an alteration of a rule, at least two-thirds of the members actually present at the meeting shall vote in favour of the proposed change. No amendment to any proposed alteration shall be allowed.

FINANCE

1. All moneys payable to the Society shall be received by the Treasurer or such other officer or such bank as shall be appointed to receive the same. All funds belonging to the Society shall (unless invested) be deposited in the banking account in the name of the Society and no sum shall be drawn from this account except by cheque signed by such persons or person as the Executive Committee may direct. Any moneys not required for immediate use shall be invested by the Executive Committee as herein authorised.

PROPERTY AND INVESTMENTS OF THE SOCIETY

1. The Society may purchase or otherwise acquire and hold property of any nature. Any property belonging to the Society may be invested in the names of not more than four nor less than two Trustees who may be appointed from time to time by the Executive Committee and any vacancy amongst such Trustees shall be filled by the Executive Committee. Such property may also be invested in the name of a limited company established by and under the control of the Society for trust purposes.
2. Such investments may be in or upon such shares, stocks, funds, securities, investments and property, real or personal, freehold or leasehold in any part of the world upon such terms and conditions (if any) as the Executive Committee shall in their absolute discretion think fit and in all respects as if the Executive Committee were the sole beneficial owners thereof. The Executive Committee may from time to time direct the Trustees to sell vary and transfer such investments and property.
3. The Executive Committee may deal with the said investments as if they were the sole beneficial owners thereof and without prejudice to the generality of this power may borrow for the general purposes of the Society and for specific projects such sums as may be required at a reasonable rate of interest and may charge the payment of the sum upon any property of the Society and the Trustees shall give effect to any decision of the Executive Committee about such borrowing.
4. The Trustees shall in all respects act as required by the Executive Committee and a copy of a Minute of the Executive Committee signed by the Honorary Secretary shall be conclusive evidence of its decision.
5. Any Trustee may be removed from office by a Resolution passed at a meeting of the Executive Committee by a vote of not less than two-thirds majority of the members of the Executive Committee present at the meeting.
6. The Trustees shall be indemnified by the Executive Committee, acting in the name of the Society, from and against any liability and payment which may be incurred or made by them in relation to the trusts of the property and investments of the Society.

NOTICES

1. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member shall not invalidate any proceedings or resolutions at any meeting of the Society or any committee thereof.

DISSOLUTION

1. A motion to dissolve the Society may only be made at an Extraordinary General Meeting and to effect a dissolution at least three quarters of the members actually present at the meeting shall vote in favour of the dissolution. If a motion to dissolve the Society is carried by the said majority the Society's surplus funds, property and assets (if any) shall be disposed of for charitable purposes in connection with education and research and particularly for such charitable purposes of education and research in connection with horticulture or botany as the members may at the said Extraordinary General Meeting decide or failing any such decision to a charity connected with horticulture or botany to be nominated by the President of the Royal Horticultural Society for the time being to the intent that no member of the Society shall receive any of the said funds, property and assets by virtue of his membership.

N.B. References to ‘Hon. Secretary/Administrator’ indicate that one or other of these officers shall be responsible.

Charity No. 208080

Published by the Hardy Plant Society, Little Orchard, Great Comberton, Pershore, Worcs. WRIO 3DP.
This document is currently (December 2009) under review and a revised edition will be published here in due course.

© The Hardy Plant Society 2009.
All rights reserved.
The Hardy Plant Society is a Registered Charity No 208080.