ADOPTED at the ANNUAL GENERAL MEETING held on 11 APRIL 1998

FIRST AMENDMENT at the ANNUAL GENERAL MEETING held on 13 MARCH 1999

SECOND AMENDMENT at the ANNUAL GENERAL MEETING held on 4 MARCH 2006

1.         STATUS

1.1       A group of members of The Hardy Plant Society (registered Charity No. 208080, hereinafter ‘the HPS’) associating together for mutual benefit and registered with the HPS.  The Group is a body independent of the HPS save for affiliation through registration with the Society.  As such it has no power or authority to bind the HPS or to enter into any contract on behalf of the Society except as may be expressly authorised by the HPS Executive Committee from time to time.  For the avoidance of doubt, it should be noted that the Group is not a registered charity.

2.         NAME

2.1       The name shall be ‘The Hardy Plant Society Northamptonshire Group’ (the Group) and this title shall be dependent upon continuing registration as an affiliated body of the HPS.  In the event that registration is withdrawn at any time, the Group will forthwith delete the name ‘The Hardy Plant Society’ from the title.

3.         OBJECTS

3.1       To further the objects of the HPS on a regional basis.

4.         MEMBERS

4.1       Only paid up members of the HPS may become members of the Group.  Each member shall be entitled to one vote at any general meeting.

4.2       Each member shall receive a copy of the Constitution and Rules.

5.         SUBSCRIPTIONS

5.1       All members shall pay such annual sum as a General Meeting of the members shall, from time to time, determine.

5.2       A person on admission shall forthwith pay the full annual subscription for the current calendar year applicable to his class of membership.  When admitted on or after the 1st October in any year such subscription shall be deemed to expire on the 31st December in the next following calendar year.

6.         FINANCE

6.1       All funds belonging to the Group shall be deposited in a banking account held in the name of the Group.  Cheques drawn on the account shall be signed by two officers of the Group nominated either by the members in General Meeting or by the duly elected Committee.

6.2       The financial year of the Group shall end on 31st December.

6.3       Annual accounts shall be prepared and audited and submitted for the approval of members in General Meeting.

7.         GENERAL MEETINGS

7.1       An Annual General Meeting shall be held once in each calendar year within three months of the end of the financial year to transact the following business:

7.1.1    To receive and adopt the annual reports of the officers and the annual accounts of the last preceding financial year.

7.1.2    To elect officers and other members of the Committee.

7.1.3    To appoint an auditor.

7.1.4    To deal with any special matter which the Committee desires to bring before the members.

7.1.5    To receive suggestions from the members for consideration by the Committee.

7.1.6    To transact any other business of which at least 21 days’ notice has been given to all members in writing.

7.2       An Extraordinary General Meeting of the Group may be called at any time by the Committee and shall be called within 14 days of receipt by the Honorary Secretary of a requisition in writing signed by not less than 15 members stating the purpose for which the meeting is requested and setting out any motions which are to be proposed thereat.  No other business shall be transacted at the meeting.

7.3       Notice of General Meetings

7.3.1    Not less than 21 days’ notice in the case of Annual General Meetings and 14 days’ notice in the case of Extraordinary General Meetings, specifying the place and the hour of the meeting.

7.3.2    A quorum at General Meetings shall be 10 members.

7.3.3    At General Meetings decisions shall be by simple majority of those present with the Chairman having a casting vote.  Any motion to amend the Constitution or to dissolve the Group shall require majorities as specified in the relevant section of this Constitution.

8.         OFFICERS AND COMMITTEE

8.1       Honorary Officers

8.1.1    The Group at its Annual General Meeting shall elect from its membership the following Honorary Officers, namely a Chairman, Honorary Secretary and an Honorary Treasurer.  These appointments shall be for a term of one year.  Each Honorary Officer shall be eligible for re-election except that the Chairman shall not be eligible to serve in that office for more than three consecutive years.

8.2       Executive Committee

8.2.1    The management of the Group shall be vested in an Executive Committee comprising the Honorary Officers of the Group, together with five persons elected by the Group at its Annual General Meeting from its membership who shall retire annually but shall be eligible for re-election.

8.2.2    At its first meeting following the Annual General Meeting the Executive Committee shall elect a Vice-Chairman from among their number.  Such person shall be eligible for re-election but shall not be eligible to serve as Vice-Chairman for more than three consecutive years.

8.2.3    The Executive Committee shall have the right to co-opt additional members to serve until the following Annual General Meeting.

8.2.4    Nominations for Officers and Members of the Committee must be received by the Honorary Secretary in writing together with confirmation of the nominee’s consent not less than 28 days before the date appointed for the Annual General Meeting.

8.2.5    A quorum for the Executive Committee shall be three elected members of whom one must be an elected officer.

8.2.6    The Executive Committee shall appoint the Honorary Secretary or other representative to attend meetings of the Regional Group Secretaries of the HPS.

8.2.7    While the Group is registered as an affiliated body of the HPS, the Executive Committee may nominate a member as an observer at meetings of the HPS Executive Committee, except that if any member of the Group is an elected member of the HPS Executive Committee, that member shall also act as the Group’s Representative.

9.         REGISTRATION AS AN AFFILIATED BODY OF THE HPS

9.1       The Group shall at all times comply with the registration requirements as notified from time to time by the HPS.

10.       ALTERATIONS TO THE CONSTITUTION

10.1     The Constitution may be altered only at a General Meeting of the Group of which due notice has been given and which specifies the proposed alterations.

10.2     A motion to amend the Constitution shall require a majority of two thirds of votes cast.

11.       DISSOLUTION

11.1     A motion to dissolve the Group shall require an Extraordinary General Meeting of which not less than 21 days’ notice shall have been given to all members.  Such a motion shall incorporate specific proposals for the distribution of the surplus assets of the Group after the settlement of all liabilities.

11.2     A motion to dissolve the Group shall require a majority of two thirds of votes cast.