Scottish Allotments and Gardens Society

DRAFT REFERENCE 200202

1. TITLE

The society shall be called the Scottish Allotments and Gardens Society (SAGS), hereinafter referred to as (the Society).

2. AREA OF BENEFIT
The area of benefit for the purposes of this constitution shall be deemed to be Scotland.

3. OBJECTS
   The Society is established for charitable purposes only and specifically:
   (i) to further the provision of allotment gardens throughout Scotland so that provision matches need;
   (ii) to ensure that the interests of allotment holders and gardeners are adequately represented when local and national strategies on land use, facilities and public support are being decided;
   (iii) to encourage and support the formation of representative groups of allotment holders and gardeners;
   (iv) to help and encourage the development of good practise both in the organisation of groups of allotments and gardens and in the application of the best available techniques;
   (v) to extend the knowledge of the value of allotments and gardens as sources of food, access to a healthy life-style and the provision of a social and environmental asset.

4. POWERS
All powers of the Society shall be subject to the powers of the Society in General Meeting.

   In furtherance of the above objectives the Society may:
   (i) employ and pay any person or persons to supervise, organise and carry on the work of the Society;
   (ii) engage and pay fees to professional and technical advisers/consultants to assist in the work of the Society;
   (iii) establish local branches when and where considered to be necessary with such powers as may be considered by the Society to be appropriate;
   (iv) bring together in conference and work in liaison with representatives of voluntary organisations, government departments, local and other authorities and individuals;
   (v) take out membership of such organisations as are considered to be in the interests of and compatible with the objects of the Society;
   (vi) promote research, surveys and investigations; join in holding exhibitions, meetings, education and training; collect and disseminate information on all matters affecting the objects;
   (vii) purchase, take on lease, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the objects;
   (viii) raise funds and invite and receive contributions from any person or persons whatsoever by way of subscription and otherwise provided that the Society shall not undertake permanent trading activities in raising funds for the said objects except by means of a company established for that purpose;    (ix) invest the monies of the Society not immediately required for the said objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law;
   (x) subject to the powers of the Society in General Meeting of the Executive Committee shall have the responsibility for the formulation of policy and general management of the Society;
   (xi) the Executive Committee shall have power to delegate any of its functions to sub-committees appointed by, but remaining accountable to, the Executive Committee;
   (xii) the Executive Committee shall have power to adopt standing orders providing always that they are consistent with the terms of the Constitution;    (xiii) the Society shall not enter into any relationship of a party-political or sectarian religious nature. The Society shall deal fairly with individuals, communities and organisations and shall not discriminate against any on the grounds of gender, age, nationality, health or any other similar inherent characteristic; and
   (xiv) do all such other lawful things as are necessary for the attainment of the objects.

5. MEMBERSHIP
   Full membership of the Society shall be open to:
   (a) individuals of 18 years and over who are interested in and supportive of the work of the Society and have paid their annual subscription; and
   (b) organisations which, in the opinion of the management committee or a general meeting, are interested in and supportive of the work of the Society and have paid their annual subscription.

   (i) each member organisation shall appoint individual person(s) to represent it and vote on its behalf at general meetings of the Society;
   (ii) junior membership shall be open to those under the age of 18 years who are interested in furthering the work of the Society. Junior members shall not be entitled to vote at general meetings;
   (iii) honorary members may be proposed by the Executive Committee and elected by general meeting. Honorary members shall not be entitled to vote at general meetings;
   (iv) the Executive Committee and a general meeting shall have the right for good and sufficient reason to terminate the membership of any individual or organisation provided that the individual concerned or the individual representing the organisation shall have the right to be heard by the Executive Committee or a general meeting before the final decision is made;
   (v) membership of the Society shall comprise of the following categories:
   A. ASSOCIATE MEMBERS: Comprising
representatives of constituted groups of allotment holders or gardeners.
   B. FEDERATION MEMBERS: comprising
representatives of recognised constituted groups of allotment or garden societies;
   C. INSTITUTIONAL MEMBERS comprising
representatives of public or private organisations which support the Society's objectives;
   D. INDIVIDUAL MEMBERS: comprising
individual persons who support the Society's objectives and who may or may not be members of the above organisations;
   E. JUNIOR MEMBERS: under 18 years of age
   F. HONORARY MEMEBERS:

The Executive Committee shall have powers to determine a membership subscription for each category of member and make recommendations to a General Meeting on the level of such subscriptions and the period for which they should apply.

6. OFFICE BEARERS (Honorary Offices)

(i) At the Annual General Meeting the Society will elect a President (Convenor), a Vice-President, a Secretary, a Treasurer and such other office bearers as the Society shall from time to time decide.

(ii) The President and other office-bearers shall hold office until the conclusion of the annual general meeting of the Society next after their election. They shall be eligible for re-election provided, normally, no office-bearer shall hold office more than five consecutive years.

(iii) The President and other office bearers shall be ex officio members of the Executive Committee and other committees of the Society.

7. EXECUTIVE COMMITTEE

   (i) The policy and management of the affairs of the Society shall be directed by an Executive Committee which shall meet not less than 4 times a year and shall consist of not less than 8 people.

   (ii) The members of the Executive Committee shall be elected at the Annual General Meeting of the Society in accordance with Clause 8 hereof.

   (iii) five members of the Executive Committee shall constitute a quorum. This number shall include at least one office bearer and at least two ordinary members;

(iv) the Executive Committee shall have the power to co-opt up to five additional members for their expertise. These 4 members shall be full members of the Society as individuals or representative of member associations. Co-opted members shall be entitled to vote at meetings of the Committee and shall serve until the conclusion of the next Annual General Meeting;

(v) any casual vacancy on the Executive Committee may be filled by the Committee, any person appointed shall serve until the conclusion of the next Annual General Meeting of the Society and shall be eligible for election at this meeting.

(vi) the proceedings of the Executive Committee shall not in invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member;

(vii) the Executive Committee shall appoint and fix the remuneration of a secretary (where an honorary secretary is not elected) and of all such other staff as may in their opinion be necessary. Paid staff including a secretary, where so employed shall not be members of the Executive Committee; and

(viii) the Executive Committee may appoint such special or standing committees or sub-committees as may be considered necessary and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees or sub-committees shall be reported back to the Executive Committee as soon as possible.

8. MEETINGS OF THE SOCIETY

(i) General Meetings All meetings of the whole Society shall be called general meetings. Such meetings shall be convened only by the Executive Committee.

(ii) Annual General Meetings. The Society shall, by 30th June each year, hold an Annual General Meeting and shall specify, giving notice to each member, that it is an Annual General Meeting.

The Annual General Meeting shall be held in such place and at such time as may be determined by the Executive Committee. At least 21 clear daysí notice of the meeting shall be given in writing by the secretary to each member. The Notice of the Annual General Meeting shall specify the business to be conducted. This business shall include:

(a) consideration of the Annual Report of the work done by or under the auspices of the Executive Committee;

(b) consideration of the Annual Accounts;

(c) the appointment of auditor(s);

(d) the election of office bearers;

(e) the election of members to serve on the Executive Committee;

(f) determination of the annual subscription for each category of member;

(g) motions submitted by the Executive Committee or by members;

(h) such other matters as may be necessary;

(i) date of the first meeting of the Executive Committee and the next annual general meeting.

(iii) Special General Meetings

The Convener of the Executive Committee may at any time at his/her discretion call a special general meeting of the Society. Normally, except in exceptional emergency circumstances, the 21 clear daysí notice of place of meeting of the annual general meeting shall apply and the intended business of the meeting shall be specified.

(iv) Extraordinary General Meeting The Secretary of the Society shall call an extraordinary general meeting of the Society within 21 days of receiving an written request so to do signed by not less than 8 representative (category A, B or C) members or 15 representative plus individual members (category A, B, C or D). This request must state in precise terms the business to be transacted including any motions to be decided.

(v) Delegates The following delegates may [be sent to] [attend] general meetings: Delegate Category No. of Delegate(s) Association Member A Groups with 10-50 paying individual members 1 Groups with 51-100 paying individual members 2 Groups with 101 or more paying individual
members 3 Federation Members B 2 Institution Members C 1
Individual Members D 0

(vi) Executive Committee members shall be elected by, but not necessarily from, delegates attending the annual general meeting and those voting by proxy.

(vii) When practicable, priority should be given when electing Executive Committee members, to ensuring one member at least is elected from each geographical area of Scotland.

9. RULES OF PROCEDURE AT MEETINGS

(i) At all general meetings the chair shall be taken by the President (convener) of the Society, whom failing the Vice-President, whom failing a member who is also a member of the Executive Committee.

(ii) All categories of members of the Society may attend and participate in all general meetings of the Society.

(iii) The quorum for general meetings shall not be less than 8 representative (category A, B or C) members or 15 representative plus individual (category A, B, C and D) members. For special and extraordinary general meetings, but not annual general meetings, this quorum may include proxy voting members.

(iv) the Executive Committee, when selecting the agenda, may give priority to those motions which have been received in writing by the secretary at least 21 days before the date of the meeting.

(v) Unless otherwise specified in this constitution, all questions arising at any meeting shall be decided by a simple majority vote. No person may exercise more than one vote even if appointed to represent two or more interests but in case [the event of an] of an equality of votes the person taking the chair at the meeting shall have a second or casting vote.

(vi) The Minutes of all meetings of the Society shall contain a record of all proceedings, resolutions and decisions and shall be presented for acceptance at the next following meeting of the relevant committee. All minutes shall be open to inspection by members of the Society.

(vii) The Executive Committee shall have power to adopt standing orders for the Society and its committees. Such standing orders which will be consistent with and complimentary to this constitution, shall come into operation immediately but may be subject to review by the Society in general meeting.

(viii) Only full members of the Society, whether individual or representative, shall be eligible to serve as office bearers or members of the Executive Committee. Nominations, proposed and seconded by full members of the Society should preferably be made in writing and be in the hands of the secretary 21 days before the annual general meeting. Nominations may, however, be proposed or seconded at the meeting.

(ix) In the event of any member of the Executive Committee not attending 3 consecutive meetings without giving good reason in writing to the Secretary, such member may be deemed to have resigned from office. Such a decision shall be at the discretion of attending members of the Executive Committee.

(x) At all general meetings of the Society, delegates alone shall be entitled to vote. Voting shall be by show of hands or by secret ballot if so requested by any member.

10. FINANCE

(i) All monies raised by or on behalf of the Society shall be applied to further the objects of the Society and for no other purpose;

(ii) without prejudice to the above generality payment may be made of reasonable and proper remuneration to any employee of the Society and fees to professional and technical advisers and the repayment to members of the Executive Committee or any committee member or other member of reasonable out-of-pocket expenses incurred on the business of and for the benefit of the Society;

(iii) The honorary Treasurer shall keep proper accounts of the finances of the Society;

(iv) The accounts shall be audited at least once a year by the auditor(s) appointed at the Annual General Meeting;

(v) An audited statement of the accounts shall be submitted by the Executive Committee to the Annual General Meeting;

(vi) The Treasurer shall present at each normal meeting of the Executive Committee a written account showing the income and expenditure since the previous Executive Committee meeting and the current value of the Societyís assets;

(vii) Bank account(s) shall be opened in the name of the Society as the Executive Committee from time to time shall decide. The Executive Committee shall authorise in writing four members of the Executive Committee, one of whom shall be the Treasurer, to sign cheques on behalf of the Society. All cheques must be signed by not less than two of the authorised signatories, the first of which takes the prime responsibility for the authenticity of the expenditure.

(viii) The accounts of the Society shall be audited by a suitably qualified independent person (for clarity called ěthe Auditorî) who shall not be a member of the Executive Committee or closely related to any member of the Executive Committee. The Society has the power to pay any fees due to the Auditor(s) for his/her services at a rate agreed by the Executive Committee.

11. HERITABLE PROPERTY AND LEASES

The title of all property or agreement to any lease entered into by or on behalf of the Society shall be vested in the names of the President, Secretary and the Treasurer for the time being ex officiis or in the names of trustees of a trust established for that purpose.

12. ALTERATIONS TO THE CONSTITUTION

(i) Any resolution to alter or amend this Constitution shall be submitted to the Society at a general meeting whether annual or special. To be accepted any such resolution must receive the assent of not less than two-thirds of the members of the Society present and eligible to vote and those voting by proxy.

(ii) The Secretary shall give notice in writing of the general meeting and the terms of the alteration to each member of the Society. This notification shall be sent not less than 21 clear days before the meeting at which the alteration is to be proposed.

(iii) If the Society obtains charitable status, any alteration to this Constitution shall be notified to Inland Revenue, FICO (Scotland)or its successors to ascertain whether such charitable status is affected.

13. DISSOLUTION

(i) If the Executive Committee by a simple majority decides at any time that it is necessary or advisable to dissolve the Society it shall call a special general meeting of the Society (in the terms of Clause 8(iii));

   (ii) if the resolution to dissolve the Society is confirmed by a majority of not less than two-thirds of the members present and eligible to vote and those voting by proxy then the Executive Committee shall, after the satisfaction of all debts and liabilities have power to dispose of any remaining assets held by or on behalf of the Society as follows:
   (a) no assets shall be give to or retained by members;
   (b) all assets shall be transferred to the safe-keeping and control of an independent sympathetic organisation (eg. NSALG, NVS) for a period of not less than two years so that resurrection, if desired, facilitated;

(iii) after which time all assets shall be given to such charitable organisations or trust having objectives similar to the Society;

(iv) thereafter the Society shall be declared as dissolved and notification shall be made to the relevant supporting bodies, individuals and Inland Revenue (FICO Scotland).

The Constitution, of which this, reference SAGS 200202, is an authenticated copy, was adopted at a General Meeting of the Society which was held

at: ÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖ

on: the day of Two thousand and two

Signed: ÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖ. President

ÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖ. Secretary

ÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖÖ. Treasurer

Correspondence address for the Society

Judy Wilkinson
Secretary
Scottish Allotments and Gardens Society
31 Hyndlands Road
Glasgow G12 9UY

Tel: 0141 357 0204

e-mail:

DRAFT 1: May 2002

CONSTITUTION

SCOTTISH ALLOTMENTS AND GARDENS SOCIETY

Constitution of Scottish Allotments and Gardens Society,

Constitution
of
Scottish Allotments and Gardens Society,