Constitution

1. NAME

The name of the association will be the Friends of Emsworth Memorial Garden (FEMG)

2. OBJECTIVES

The objectives of FEMG are:

• To improve and maintain the Emsworth Memorial Garden located on the SE corner of Emsworth Diamond Jubilee Recreation Ground (known locally as Emsworth Recreation Ground).
• To commission and erect within the Emsworth Memorial Garden, Memorial Plaques recording the names of those Emsworth residents whose sacrifice is recognized and remembered by the Emsworth Memorial.
• To establish and maintain sites for the way-marking sculptures which comprise the Emsworth Memorial Trail.
• To provide long-term conservation and management of the Emsworth Memorial Garden and Trail.
• To organize and promote gatherings at which members of the public can pay their respects to those who are recognized and remembered by the Emsworth Memorial.

3. POWERS

To fulfil these objectives, and for no other purpose, FEMG will:

• Raise funds and invite or receive donations and contributions, whether by subscription or otherwise, provided that FEMG shall not undertake or in any way engage in any significant permanent trading activities;
• Undertake practical work by its members and the general public;
• Commission and if necessary pay for the performance of works and services by third parties;
• Encourage the active involvement of the local community;
• Develop local partnerships to support the objectives of FEMG, for example with Emsworth Horticultural Society, Emsworth Business Association, Emsworth Residents' Association and Emsworth Market Town Initiative;
• Arrange insurance cover to indemnify its members, officers, employees and voluntary workers from and against such risks incurred in the course of the performance of their duties as may reasonably be contemplated.
• Write, print or publish, in whatever form, such articles, documents websites or other material as shall further its objectives whether for payment or otherwise;
• Undertake other activities in furtherance of the objectives, or for the benefit of the group, from time to time as the Committee sees fit.

4. MEMBERSHIP

Membership is open to any person interested in taking part or supporting the work of FEMG and who pays the annual subscription as laid down by the Management Committee.

5. HONORARY OFFICERS AND MANAGEMENT COMMITTEEM

• A Management Committee (hereinafter called "the Committee") shall direct the policy and management of the affairs of FEMG. The Committee shall consist of not less than 5 members including the honorary officers and will hold a minimum of 4 meetings per annum.
• At its Annual General Meeting, FEMG will elect a Chair, a Treasurer, a Secretary and such other honorary officers, as the Committee shall from time to time decide.
• Only members of FEMG shall be eligible to serve as honorary officers or members of the Committee.
• Honorary officers and members of the Committee shall be elected at the Annual General Meeting of FEMG. Election shall be by ballot if nominations exceed vacancies.
• Nominations for honorary officers or members of the Committee must be made by members of FEMG either in writing at least 7 days before the Annual General Meeting or in person at the Annual General Meeting.
• The Committee members and the honorary officers of FEMG shall hold office until the Annual General Meeting following their election but shall be eligible for re-election at such Annual General Meeting.
• The Committee may co-opt up to 3 further members of FEMG to the Committee, who will be entitled to vote and who will serve until the next Annual General Meeting.

6. MEETINGS OF FEMG

• Once in each calendar year, an Annual General Meeting of FEMG shall be held at such time and place as the Committee shall determine, being not more than thirteen months after the preceding Annual General Meeting. All members shall be given at least 21 clear days' notice of the Annual General Meeting.
• The business of each Annual General Meeting shall be:
  • To receive an account of the work of FEMG during the preceding year;
  • To receive the accounts of FEMG for the preceding year;
  • To elect officers of FEMG and members of the Committee;
  • To appoint an independent examiner for the coming year to examine and approve the accounts of FEMG;
  • To determine the amount of the annual subscription.
  • To consider and vote on any proposals to alter this constitution
  • To consider any other business of which notice has been included in the notice of the Annual General Meeting.
• The meeting at which members of FEMG first adopt this constitution shall be deemed the first Annual General Meeting of FEMG.
• An Extraordinary General Meeting of FEMG will be convened by notice to all members within 21 days of:
  • a decision of the Committee to do so; or
  • receipt by the Secretary of a written request signed by not less than 5 members and specifying reasons for such a meeting

The Extraordinary General Meeting will be conducted solely to consider the business specified in the notice of such meeting and for no other purpose. At least 14 days clear notice of the Extraordinary Meeting shall be posted in a conspicuous place or places in Emsworth and/or advertised in a newspaper circulating in Emsworth.

7. RULES OF PROCEDURE AT ALL MEETINGS

• Quorum. The quorum at a General Meeting of FEMG shall be one-tenth of the total actual membership of FEMG and the quorum of the Committee shall be a minimum of 3 or such other number as FEMG may in General Meeting from time to time determine.
• Minutes. The Committee shall produce a written record of its proceedings and resolutions and make such record available to the members of FEMG.
• Voting: At meetings of the Committee, the Chairman is entitled to vote, and in the case of equality of votes, shall in addition have a casting vote.

8. PAYMENTS

All moneys raised by or on behalf of FEMG shall be applied to further the objectives of FEMG and for no other purpose provided that nothing herein contained shall prevent:

• the repayment to members of the Committee of reasonable out-of-pocket expenses; and
• payment of any premium in respect of insurance in accordance with clause 3f.

9. FINANCE

• All bank accounts shall be opened in the name of Friends of Emsworth Memorial Garden.
• All cheques must be signed by at least two authorised signatories.
• Accounting records will be kept of FEMG activities and a summary of the FEMG financial position will be presented to the Committee at each meeting.
• An annual statement of account will be prepared and will be examined and approved by an independent examiner of reasonable financial competence prior to its submission to the Annual General Meeting.

10. ALTERATIONS TO THE CONSTITUTION

The Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

11. DISSOLUTION

If the Committee by a simple majority decide at any time that on the grounds of expense or otherwise it is necessary or advisable to dissolve FEMG, it shall call a meeting of all members of FEMG who have the power to vote, of which meeting not less than 21 days' notice (stating the terms of the Resolution to be proposed thereat) shall be given. If such decision shall be confirmed by a two-thirds majority of those present and voting at such meeting the Committee shall have power to realise any assets held by or on behalf of FEMG. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of FEMG as the Committee may determine.