CONSTITUTION OF THE WORCESTERSHIRE GROUP OF THE HARDY PLANT SOCIETY (Revised per AGM 9" May 2009)

1. Status and Relationship - a group of members of the Hardy Plant Society (registered charity no. 208080, hereinafter the H.P.S.) and registered with the H.P.S.. The Group is a body independent of the H.P.S., save for affiliation through registration with the Society. As such, it has no power or authority to bind the H.P.S. or to enter any contract on behalf of the Society except as may be expressly authorised by the H.P.S. Executive Committee (now called The Trustees) from time to time. For the avoidance of doubt, it should be noted that the Group is not a registered charity.

2. Name - the name shallbe The Hardy Plant Society Worcestershire Group (the Group) and this title shall be dependent upon continuing registration as an affiliated body of the H.P.S. In the event that the registration is withdrawn at any time, the Group will forthwith delete the name The Hardy Plant Society from the title.

3. Object - to be educational and social, a meeting of like minds for those who enjoy gardens and gardening; to increase the members' knowledge of plants and to further the objects of the H.P.S. on a regional basis.

4. Members - only paid-up members of the H.P.S. may become members of the Group. Each member shall be entitled to one vote at any General Meeting. Each member shall receive a copy of the constitution.

5. Subscriptions - all members shall pay such annual sum as a General Meeting of the members shall from time to time determine.

6. Finance - 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 a General Meeting or by the duly elected committee. The financial year of the Group shall end on 31^st. December. Annual accounts shall be prepared and audited and submitted for the approval of the members in a General Meeting.

7. General Meetings - at least 21 days notice of any General Meeting shall be given to all members specifying the business of the meeting.

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:

• i) To receive and adopt the annual reports of the officers and the annual accounts of the last preceding financial year.
• ii) To elect officers and other members of the committee.
• iii) To elect an auditor.
• iv) To deal with any special matter which the committee desires to bring before the members and to receive suggestions from the members.
• v) To transact any other business of which at least 21 days notice has been given.

An Extraordinary General Meeting of the Group may be called at any time by the committee, and shall be called within 30 days of receipt by the Secretary of a requisition in writing signed by no fewer than 30 members stating the purpose for which the meeting is requested and setting out any resolutions which are to be proposed thereat. (No other business shall be transacted at the meeting.)

A quorum at General Meetings shall be 10 members.

At General Meetings, decisions shall be by simple majority or 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 sections of this constitution.

8. Officers and committee­

• i) The following officers of the Group shall be elected at the Annual General Meeting: Chairman, Vice-Chairman, Secretary, Treasurer and not more than 4 general members. The persons so elected shall form the management committee of the Group and shall be responsible for the activities, programme and all day to day administration of the Group. The committee shall have the right to co-opt additional members to serve until the following Annual General Meeting. In addition to i), The Chairman, Vice-Chairman and the general members of the committee shall be eligible for re-election in that capacity for not more than three year's continuous service unless there are no other candidates nominated and the Chairman or committee member is willing to continue in the post. Each person so elected for longer than three years continuous service must seek re-election annually. The Chairman, Vice-Chairman and general members of the committee who do resign after three year's continuous service shall not be eligible for re-election for those posts until a further period of twelve months has elapsed.
  
  In order to avoid all members resigning at the same time, one member will be required to resign every year in rotation provided that enough members have volunteered to fill the posts of the officers and at least three general members of the committee.
• ii) Nominations for officers and members of the committee must be received by the secretary in writing together with confirmation of the nominee's consent, not less than 30 days before the date appointed for the Annual General Meeting.
• iii) A quorum for the committee shall be three elected members, one of whom must be an elected officer.
• iv) The committee shall appoint the Secretary or other representative to attend meetings of the regional Group secretaries of the H.P.S..
• v) While the Group is registered as an affiliated body of the H.P.S., the committee may nominate a member as an observer at meeting of the H.P.S. Executive Committee (now known as The Trustees) except that, if any member of the Group is an elected member of the H.P.S. Executive Committee (now know as the Trustees), that members shall act as the Group's representative.

9. Registration as an affiliated body of the H.P.S.; The Group shall at all times comply with the registration requirements as notified from time to time by the H.P.S..

10. Alterations to the constitution -

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

11. Dissolution -

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 motion shall incorporate specific proposals for the distribution of the surplus assets of the Group after settlement of all liabilities. A motion to dissolve the Group shall require a majority of two thirds of the votes cast.

This constitution was approved by members of the Worcestershire Group at the Annual General Meeting held on 9 May 2009

....................... Group Secretary