Constitution

 

     1.     Name

             The name of the Charity is Neston Flower Society, hereafter referred to as NFS.

     2.    Administration

            Subject to the matters set out below, the Charity and its property shall be administered and managed in accordance                  with this Constitution by the members of the Committee constituted by Clause 6 of this Constitution.

     3.    Objects:  

            The charitable purposes of NFS are:

           1. To advance education in floral art and design.

           2. To provide opportunities for members of the public to learn floral art and design, in a welcoming and supportive                          atmosphere and to help alleviate social isolation.

          3. To promote opportunities for continuous improvement.

          4. To assist charities and worthy causes.

          5. To promote personal service.

          6. For the benefit of residents in Neston and surrounding areas.

    4.   Powers

          In furtherance of the charitable purposes but not otherwise, the Committee may exercise the following power to:

         1. To receive subscriptions, donations and grants, from persons desiring to support NFS. 

         2. To raise funds for NFS by any lawful means, provided that in doing so, any applicable requirements of the law are met.

         3. Buy, or take on lease, or in exchange or otherwise acquire, hold, and make use of any property (real or personal).

         4. Sell, lease or dispose of all or any part of the property of NFS, subject to any consent required by law.

        5. Support any charitable organisation and voluntary groups with regard to the pursuit of Neston Flower Society’s                         charitable purposes.

       6. Arrange and promote classes, workshops, demonstrations, talks and educational visits.

       7. Work with other flower societies at local, area and national level.  

       8. Supply relevant information and services which support the work of NFS and are necessary to its charitable purposes.

      9. To obtain and pay for such goods and services as are necessary for carrying out the work of the Charity.          

    10. Arrange indemnity insurance for the Committee in accordance with, and subject to, the conditions in Section189 of the            Charities Act 2011.

     11. To further such other purposes which may be charitable according to the law of England and Wales, as the Executive               Committee see fit from time to time.

    5. Membership

       1. Membership is open to individuals who have reached the age of eighteen years, provided that they agree to abide by                this Constitution.

       2. They may join by paying a subscription which is due annually on the 1st of January.

       3. Each member will have one vote.

       4. The Society shall maintain a register of the names and contact details of the members. This information shall be                        obtained and used in accordance with the requirements of the GDPR as specified in the Privacy Notice issued by the               Society to all members.

     Termination of Membership

     1. Membership is terminated if a member resigns.

     2. If the organisation ceases to exist.

     3. The Committee by a majority vote and for good reason, terminate the membership of an individual, provided that the                 individual concerned shall have the right to be heard by the Committee accompanied by a friend, before the final                         decision is made.

     6. The Committee

     1. The affairs of NFS shall be managed by the Committee which shall be the governing body of Neston Flower Society and           its board of trustees for the purposes of charity law.

     2. The Committee of management will consist of a Chairman, an Honorary Secretary and an Honorary Treasurer, who are             the Officers of the Society and eight additional members, with the power to co-opt up to three additional members. 

    3. The Committee shall annually invite suitable persons to hold the office of President. The President may not be an officer          of the Society

    4. In the event of a vacancy on the Committee, the management of the Society’s affairs shall not be invalidated.

    5. The Committee meetings must be held at least 7 times a year.                                                                             

    6. The meetings will be chaired by the Chairman. In the event of the Chairman’s absence, the members present will select            one of those present to chair the meeting.

    7. The quorum at Committee meetings is six, or half of the Committee members, if that number is greater than six.

    8. If a quorum is not present within twenty minutes from the time appointed for the meeting, the meeting shall be                          adjourned and reconvened at an appropriate time to achieve a quorum.

    9. Every decision shall be determined by a majority of votes of the Committee members present. In the case of equality of            votes, the Chair of the meeting will have a casting vote in addition to their own.

   10. There will be an agenda for each meeting.

   11. Minutes of each meeting must be kept.

   12. The Committee may appoint sub-committees of such members as it thinks fit and determine the terms of reference.                 The Chairman or a member, must inform the Committee of the proceedings of the sub-committee meetings.

    13. No Committee member shall be responsible or chargeable for any loss done by mistake.

   6. The Committee - continued

       A Trustee shall cease to hold office if she/he:

      1. Is disqualified from acting as a Trustee by virtue of Sections 178 and 179 of the Charities Act 2011.

      2. If she/he becomes mentally or physically incapable of managing or administering her/his own affairs because of injury            or illness and may remain so for more than three months.

     3. Ceases to be a member of NFS.                                                       

     4. Resigns as a Trustee by written notice to the Charity (but only if at least six Trustees will remain in office when the                     notice of resignation is to take place).

   7. Application of Income and Property

       The income and property of Neston Flower Society shall be applied solely towards the promotion of the objects of NFS             and for no other purpose, provided that this does not prevent:

   1. Any payments to any member of the Committee or connected person, for business undertaken whilst acting outside her           role as a member of the Committee, with regard to the provision of goods and services to the Charity, when instructed by         the Charity to act in such a capacity on its behalf, provided that:

      The member of the Committee shall withdraw from any meeting at which her/his appointment or remuneration is under            discussion and shall not vote on the proposal, or be counted in determining whether that part of the meeting is quorate. 

   2. A Committee Member, or person connected to a Committee Member, receiving any benefits in money or money’s worth,           in their capacity as a beneficiary of Neston Flower Society.

  7. Application of Income and Property 

   3. A Committee Member, or a person connected to a Committee Member or member, may be paid reasonable and properly           incurred out-of-pocket expenses.

   4. Neston Flower Society will provide indemnity insurance for the Committee in accordance with and subject to, the                       conditions in Section 189 of the Charities Act 2011.

  8. Finance

   1. The Committee will hold a bank account in the name of Neston Flower Society.

   2. At least three Committee members, one of whom must be an officer of the Society, will sign cheques and authorise                   payment on behalf of NFS.

  3. All cheques must be signed by two authorised persons.

  4. The Treasurer will keep the Society’s financial accounts.

  5. The Treasurer will produce regular reports of income and expenditure at Committee meetings.

  6. A statement of the accounts for the last financial year must be examined and independently audited. The audited                      accounts must be presented by the Committee at the AGM and be available to all members.

  7. Monies not immediately required may be held in reserve, against unforeseen and future expenditure, in such investments        as may be thought appropriate for the investment of charitable funds.

      The Committee must comply with their obligations under the Charities Act 2011 with regard to:

    1. The keeping of accounts for the Charity.

    2. The preparation of the statement of account for the Charity.

    3. The auditing or independent examination of the statements of account of the Charity.

    4. The transmission of statements of account of the Charity to the Charity Commission.

  9. The Annual General Meeting

      The Officers and Committee shall retire at the Annual General Meeting, but shall be eligible for re-election.

     The Annual General Meeting of which not than less than twenty-one days’ notice shall be given to members, will be held           as soon as may be convenient after the end of the year for the following purposes:

    1. To receive the Audited Accounts and the Honorary Secretary’s report.

    2.To elect the Officers and Committee and to appoint for the following year an Auditor, who shall not be a member of the             Committee.

   3. Any two members of the Society may propose a candidate by notice in writing to the Secretary, 2l days before the AGM,           subject to the consent of the candidate being obtained. Voting will be by ballot.

   4. To decide on any resolution which may be duly submitted to the meeting, as hereinafter provided.

       Other General Meetings shall be held at such times as the Committee or a General Meeting shall determine. Forty                       members shall form a quorum and in the case of equal voting, the Chairman shall have a casting vote. General Meetings         shall be called at the request in writing, of at least ten members.

      Any member desirous of moving at the Annual General Meeting any resolution shall give notice in writing, together with a        copy of the resolution to be proposed, to the Hon. Secretary not later than 21 days before the date of the Annual General          Meeting. A specific notice of the resolution must be given by the Hon. Secretary in the notice convening the Meeting.

  10. Notices

        Any notice required to be served on any member of the Charity shall be in writing and shall be served by the Committee            on any member, either personally, by e-mail or by sending through the post in a pre-paid letter, addressed to such a                    member at her/his last known postal address. Any letter so sent shall be deemed to have been received within 3 days of          posting.

  11. Rules

        The Committee may from time to time make rules for the conduct of their business.

        The rules may regulate the following matters but are not restricted to them:

        1) The admission of members to the Charity and the rights and privileges of such members and the entrance fee,                            subscriptions and other fees or payments to be made by members.

        2) The conduct of members of the Charity in relation to one another and to volunteers.

        3) Generally, all such matters as are commonly the subject matter of unincorporated associations.

        The Charity at a General Meeting has the power to alter, add or repeal the rules.
        The rules shall be binding on all members of the Charity. No rule shall be inconsistent with, or shall affect or repeal                    anything in this Constitution.

  12. Amendment of the Constitution

        The Charity may amend the Constitution provided that:

       1. No amendment may be made that would have the effect of making the Charity cease to be a charity at law.

       2. No amendment may be made to alter the Objects if the change would undermine or work against the previous Objects             of the Charity. (Clause 3)

      3. No amendment is made to the application of Income and Property. (Clause 7)

      4. Any resolution to amend the Constitution is passed by not less than two-thirds of the members present and voting.

         The Committee shall ensure that a copy of any amendment be sent within 21 days to the Charity Commission.

  13. Dissolution

        If the Committee decides that it is advisable or necessary to dissolve Neston Flower Society it shall call a Special                      General Meeting of all members, of which twenty-one days’ notice has been given, detailing the resolution to be                          proposed.

       A resolution is confirmed by two-thirds of those present and voting.

      All funds and properties held by the Society at the time of dissolution shall, after the satisfaction of all debts and                        liabilities of the Society, be transferred to charities that have similar charitable purposes as Neston Flower Society.

      The Committee will send a statement of accounts and reports for the final accounting period to the Charity Commission.

  14. Adoption of the Constitution

        This Constitution was adopted by the Membership of Neston Flower Society at a Special General Meeting held on the              17th May, 2018.