1) The Club shall be known as: Godstone Gardeners’ Club.

2) Aims and Objective: The objective of the Club shall be to promote good horticultural practices among its members through arranging talks, visits and Shows.

3) Membership: Membership of the Club shall be open to anyone interested in gardening.

4) Administration of the Club’s affairs:The affairs of the Club shall be managed by a Committee comprising the Officers of the Club and 5 other members. This Committee may appoint one or more sub-committees comprising elected members of the Committee and/or other members of the Club to perform specific tasks, such as the running of the Annual Show, Spring Challenge or Plant Sale. It is expected that anyone standing for election to the Committee will have been a member of the Club for at least 12 months.

5) Officers of the Club: The Officers shall be a Chairman, Treasurer and Secretary and such other officers as shall be deemed necessary; no one individual shall hold more than one office at a time.

6) Election of Officers: The Officers shall be elected at the Annual General Meeting (AGM) of the Club and shall hold office until the end of the next AGM (“period of office”). No officer may hold the same office for more than 3 consecutive periods of office.

7) Ordinary members of the Committee: In all other cases (except as provided by rule 8) Committee members shall retire at the end of the Annual General Meeting when they have completed three years’ service. Members may not be re-elected to the Committee until one year has passed.

8) 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 if they see fit, but the person so appointed shall stand down from that role at the end of that Club year.

9) Appointment of Vice-Chairman: The Committee shall appoint one of its number as Vice-Chairman.

10) Absence of the Chairman: The Chairman will chair meetings of the Committee. In the event that the Chairman is absent at any meeting of the Committee, the Vice-Chairman shall take the chair. In the event that neither Chairman nor Vice-Chairman is able to attend a meeting, the Committee members present shall elect one of their number to take the chair for that meeting.

11) Co-opted members: The Committee may co-opt members to serve as full Committee members until the next Annual General Meeting.

12) Honorary President: The members of the Club may appoint an individual to the honorary position of President at the Annual General Meeting.

13) Dates of Committee meetings: The Committee shall meet in accordance with the dates agreed by the Committee prior to the start of each financial year or on such dates as may be agreed by the Chairman or Vice-Chairman of the Committee.

14) Ordinary meetings of the Club: The ordinary meetings of the Club 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 Club at or before its Annual General Meeting. No matters of policy shall be agreed at an ordinary meeting of the Club.

15) Annual General Meeting: An Annual General Meeting of the Club shall be held in December (in the event of exceptional circumstances e.g. inclement weather forcing cancellation, the AGM shall be convened no later than 31st January) for the purpose of:

•• Approving the Committee’s Annual Report on the work of the Club during the preceding financial year;

•• Electing Officers for the forthcoming year and Committee Members to replace those who have retired;

•• Approving financial statements signed by an Auditor/Examiner;

•• Electing an Auditor/Examiner for the next year;

•• Considering any motion which has been notified to the Secretary of the Club at least 28 calendar days prior to the date of the AGM and which has been circulated to all members; and

•• Noting any other matters for consideration by the Club.

16) Extraordinary General Meetings: The Committee has the power to convene an Extraordinary General Meeting of the Club at any time and must do so within 28 calendar days of receiving a written request signed by 10% of the membership. Notice in writing must be sent to all members not fewer than 14 calendar 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.

17) Chairman of an ordinary, Annual or Extraordinary General Meeting: The Chairman of the Club or, in his/her absence, the Vice-Chairman of the Committee shall act as Chairman at any ordinary, Annual or Extraordinary General meeting of the Club. In the event of none of these being available the Committee members present shall elect one of their number to chair the meeting.

18) Quorum: No matters of policy shall be agreed at an Annual or Extraordinary General meeting or at a Committee Meeting unless a quorum is present. The quorum of a General Meeting shall be 30% of the membership and the quorum of a Committee Meeting shall consist of 4 Members. In the event of a quorum not being present, the meeting shall be adjourned to a day, time and place decided by the Chairman of the meeting.

19) Entitlement to vote: Only members whose subscription is fully paid shall be entitled to vote at an Annual General Meeting, Extraordinary General Meeting or meeting of any Committee.

20) Method of voting: Voting at all meetings shall be by a show of hands unless the Chairman directs that a secret ballot be taken. All matters shall be decided by a simple majority of those present and voting.

21) Chairman’s casting vote: The Chairman of an Annual General Meeting, Extraordinary General Meeting or any meeting of the Committee may not participate in the initial voting at any meeting however in the event of a tie, shall have a casting vote.

22) Subscription: The annual subscription for each “membership period” (i.e. January to December) shall be decided by the Committee and notified to all members at least 14 calendar days in advance of the Annual General Meeting. Annual subscriptions shall be due at the December AGM and should be paid within 3 months of that meeting. Members joining the Club after the due date shall pay their annual subscription on joining, except that members joining after 1st October shall be deemed to have paid their subscription up to the end of the next following membership period.

23) Non-payment of subscription: Any member required to pay a subscription and whose subscription remains unpaid after the 30th March shall cease to be a member of the Club from that date.

24) Visitors: Visitors attending Club meetings will be charged an amount determined by the Committee.

25) The Club’s funds: All subscriptions and other monies received by the Club shall be passed to the Treasurer, who shall be responsible for all of the Club’s funds, for keeping accounting records thereof and presenting the accounts for audit at the end of the financial year. All sums received by the Treasurer on the Club’s behalf shall be paid into the Club’s bank account and all payments drawn on that account shall be signed by any two signatories, one of whom shall be the Treasurer. There will be 3 authorised signatories: the Treasurer, 1 other nominated Officer and 1 nominated Committee member. The funds of the Club shall be used solely to further the objectives of the Club and only in ways approved by the Committee.

26) Appointment of an Auditor/Examiner: An Auditor/Examiner shall be elected at every Annual General Meeting to serve until the end of the next Annual General Meeting and shall be eligible for re-election. No Committee Member shall be eligible to act as Auditor/Examiner.

27) Financial year: The Club’s financial year shall end on 30th November.

28) Conduct: If any member(s) of the Club or visitor(s) behave in such a manner so as to bring the Club into disrepute or behave in such a way to cause distress to other members, the Committee have the right to ask the individual(s) to leave the meeting or event. If the individual is a Club member their membership will be considered at the next Committee meeting, at which decisions on the matter may be taken by majority vote in a secret ballot.

29) 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 fewer than 14 calendar days before the meeting.

30) Winding-up the Club: A decision to wind-up the Club 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, by those attending the meeting, in favour of the proposal to wind-up the Club. In the event that the decision to wind-up the Club 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 Club’s assets. The meeting shall 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 Club’s assets shall abide as closely as possible to the wishes expressed at the meeting, which appointed it.

31) Other matters: Any matters for which provision is not made in this constitution shall be decided by the Committee at its discretion and shall be reported to the next Annual General Meeting for endorsement or further direction.

ADOPTED at the AGM on 6th December 2012

Annex A

TRANSITIONAL ARRANGEMENTS FOR 2013

A1) To enable a smooth transition to the revised Constitution, it is proposed that those 2012 Committee members who wish to remain be allowed to stand for election to the 2013 Committee, irrespective of having more than 3 years’ service. Clause 7) will therefore be waived in respect of these individuals at the December 2012 AGM.

December 2012