(from AGM 2008)

Name of the Association

1. The name of the Association shall be The Kew Guild.

Objectives

2. The objectives of The Guild shall be:

2.a. The advancement of horticultural and botanical knowledge, particularly in connection with the work of The Royal Botanic Gardens, Kew and Wakehurst Place, hereinafter together called The Royal Botanic Gardens, Kew, and among members of The Kew Guild.

2.b. The administration of the Award Scheme and other charitable funds of The Guild for the objects of The Guild, and the assistance from such funds to members of The Guild at the discretion of the Committee.

2.c. The encouragement of excellence in horticultural and botanical education at The Royal Botanic Gardens, Kew by the provision of prizes to the Kew Diploma Students and the administration of the educational funds of The Guild.

2.d. The publication of a Journal in furtherance of one or more of the objects of The Guild.

2.e. Generally to do all such acts as shall further the active and corporate life of The Guild as may be lawfully done by a body established only for the purposes recognised by the law of England as charitable.

Membership

3.a. Full Membership of The Guild shall be open to the following, subject to ratification by the Kew Guild Committee:

i. Kew Diploma Students, from the beginning of the Kew Diploma Course.

ii. Past and present staff members of the Royal Botanic Gardens, Kew, RBG Kew Enterprises Limited and the Foundation and Friends of the Royal Botanic Gardens, Kew, internal trainees, research and liaison scientists and volunteer workers, provided that they have worked for a period(s) exceeding in total at least 3 months at one of these organisations.

iii. Persons awarded Honorary Membership by the Committee.

iv. On the death of a spouse or partner an Associate Member may take up Full Membership (see 3b below).

v. Persons associated with Kew but outside the categories set out in 3.a.(i) to (iv) who have been awarded membership at the discretion of the Committee.

3.b. Associate Members. The spouses or partners of full members.

3.c. Honorary Fellows. Persons of professional or academic achievement not qualifying for membership under categories 3.a. or 3.b. may be appointed as Honorary Fellows by the Kew Guild Committee. The Committee may not award more than three Fellowships in any Guild year and the total number of Fellows shall not exceed twenty-five at any one time. Nominations for Fellowship shall be considered and approved initially by the Kew Guild Award Scheme Committee before approval by the full Committee.

4. Full Members of The Guild shall have the right to vote at meetings and will be eligible for election as Officers of The Guild. Associate and Fellow Members do not have voting rights.

5.a. The Committee may call upon any individual who has brought The Guild into disrepute to resign from The Guild by resolution communicated to the member in writing, stating concisely the grounds on which it proposes to act. If the member does not so resign within 48 days, the Committee may, by resolution, terminate his or her membership.

5.b. Before coming to any decision, the Committee shall give proper facilities to the affected member for stating his or her case, either orally or in writing, to the Committee.

Annual Subscriptions

6.a. Annual subscriptions shall be payable on the first day of January each year and shall be an amount approved at the preceding Annual General Meeting. Payment of the subscription shall entitle Full Members to receive the Annual Journal and other benefits of membership. Honorary Members do not pay a subscription for membership but receive full benefits of membership. Associate Members do not pay a subscription, do not receive a copy of the Journal and have no voting rights. Honorary Fellows do not pay a subscription for membership and receive full benefits of membership, but have no voting rights.

6.b. Kew Diploma Students pay a reduced annual subscription, as determined by the Committee, for their first three years of membership while they are Kew Diploma Students.

6.c. Journal subscriptions shall be at a rate determined by the Committee.

6.d. Failure to renew a subscription by 1st March of any year will result in the membership terminating.

6.e. If a member resigns during a year there is no refund of any part of the subscription for that year.

Management of The Guild

7.a. The business of The Guild shall be conducted by a Committee consisting of
the Honorary Officers, other Officers and Ordinary Members. The Honorary Officers are The President, Immediate Past President, Two Vice Presidents, (each serving two years; one being appointed in each calendar year ), President Elect, Secretary, Membership Secretary and Treasurer. The other Officers are Editor, Events Officer, Award Scheme Chairperson and the Kew Gardens Representative. The Ordinary Members are twelve in number, of which three are overseas members. The members of the Committee are the Trustees of The Kew Guild and shall sign a Declaration of Interests Policy and a Trustee Code of Conduct, and such other documents as are required by Charity law.

7.b. The Principal of The School of Horticulture plus three Kew Diploma Students Representatives, one from each year, are ex officio members of the Committee.

7.c. Nine members of the Committee shall form a quorum. The Committee shall normally meet five times per year and at other times as may be necessary. Nine members of the Committee may, by signed written notice to the Secretary, request him or her to call a meeting of the Committee and if such a meeting be not called within 30 days of the dispatch of such notice the said nine members may themselves call a meeting of the Committee by giving 21 days notice in writing or by e-mail as appropriate, sent to all Committee members.

7.d. The Committee may regulate its own proceedings by standing order or otherwise as it may think fit. No act or proceedings of the Committee shall be invalidated by any vacancy on the Committee or on the grounds that a member of the Committee was not qualified at or had become disqualified after the date of his appointment. The Chairperson of the Committee shall have no second or casting vote.

7.e. The Committee may appoint Advisors to the Committee. Their function will be to bring to the Committee special expertise and experience in respect of Guild matters. Advisors are not Trustees of The Guild.

7.f. At least seven days’ notice of a meeting of the Committee shall be given to every Committee member in writing or by e-mail as appropriate.

7.g. The President will take the Chair, or in their absence the Vice President or President Elect. In the absence of all of these Officers, a member of the Committee shall be elected by the Committee to take the Chair.

7.h. There shall be an Independent Examiner for the Accounts appointed by The Guild at the Annual General Meeting, unless the funds exceed statutory limits, in which case an Auditor will be appointed.

Election of the Committee

8.a. All persons listed in 7a except the Immediate Past President and the twelve Ordinary Members shall be elected annually at the Annual General Meeting. Any vacancy among the Officers shall be filled as soon as possible by co-option by the Committee and any person so co-opted shall hold office only until the elections at the following Annual General Meeting.

8.b. Of the twelve Ordinary Members, four shall be elected each year and shall hold office for three years. They shall not be eligible for re-election to the Committee for at least 12 months after the end of their term of office. Any vacancy among Ordinary Members shall be filled at the next Annual General Meeting, the member elected completing the term of office of the member whom he or she has replaced.

8.c. Candidates for election to the Kew Guild Committee may, following their agreement, be proposed by any member of The Guild provided that the names of candidates be sent in writing to the Secretary at least twenty eight clear days before the Annual General Meeting.

Meetings

9. The Annual General Meeting shall be held at The Royal Botanic Gardens, Kew in September of each year. At the Annual General Meeting the President’s Report, the Award Scheme Report and a Financial Statement shall be submitted and election of Officers, Ordinary Members of the Committee and the Independent Examiner or Auditor shall take place. At least 14 clear days before the Annual General Meeting the Secretary shall circulate to all members a Financial Statement and an agenda of the meeting which shall include a list of candidates for election as Officers or Ordinary Members of the Committee and the Independent Examiner or Auditor, with their proposers.

10. A Special General Meeting of The Guild may be convened at any time by the Committee and shall be so convened within 42 days of receipt by the Secretary of a requisition in writing. Such a requisition must be signed by not less than 35 members stating the purpose of the meeting and setting out any resolution which it is intended to propose thereat. Notice of the meeting, with an agenda thereof, shall be sent to all members at least 28 days before the date appointed for the meeting. Amendments to any resolution set out in the agenda shall be sent to the Secretary at least 14 clear days before the date of the meeting and shall be sent by him to all members with an address in the United Kingdom at least seven clear days before the date of the meeting. No business shall be transacted at such meeting other than that specified in the notice and any duly proposed amendments. The Chairperson of the meeting shall be in accordance with Rule 7.g.

11. The accidental omission to give notice of a meeting or the non-receipt of notice of a meeting by any member shall not invalidate any proceedings or resolutions at any meeting of The Guild or any Committee thereof.

12. At a General Meeting each individual member whose subscription is fully paid to the date of the meeting shall have one vote and no more, except the Chairperson who shall have a second or casting vote in the case of an equality of votes.

Alteration to the Rules

13. These rules may be altered by a two-thirds majority of those present at an Annual or Special General Meeting. Any proposals for the alteration of Rules shall be sent to the Secretary in writing at least 21 clear days before the date of the Annual or Special General Meeting and shall be sent by him or her to all members at least 14 clear days before the date of the Annual or Special General Meeting.

Dissolution of The Guild

14. A motion to dissolve The Guild may only be made at a Special General Meeting and to effect a dissolution at least three-quarters of the members actually present and voting at the meeting shall vote in favour of the dissolution. If a motion to dissolve The Guild is carried by the said majority The Guild’s surplus funds, property and assets (if any) shall be disposed of for charitable purposes in connection with education and research in botany and horticulture as the members may at the said Special General Meeting decide, or failing any such decision, to a charity connected with botany or horticulture to be nominated by the Director of the Royal Botanic Gardens, Kew, for the time being, to the intent that no member of The Guild shall receive any of such property and assets by virtue of membership.

Property of The Guild and the Committee

15.a. The Guild may purchase or otherwise acquire and hold property of any
nature and may sell, lease, mortgage or otherwise deal with the same. Guild funds may be invested in the name of a limited company established by and wholly under the control of The Guild for trust purposes.

15.b. Investments may be in or upon such shares, stocks, funds, securities, investments and property, real and personal, freehold or leasehold in any part of the world upon such terms and conditions (if any) as the Committee shall in their absolute discretion think fit. The Committee may from time to time sell, vary and transfer such investments and property.

15.c. The Committee may deal with the said investments as if they were the sole beneficial owners thereof.

15.d. If legal proceedings of any kind are resorted to or defended by The Guild the Committee shall prosecute or defend such proceedings in the name of The Guild or otherwise on behalf of The Guild as may be necessary.

15.e. The Committee members will be the sole Trustees of The Guild and evidence of its decisions as signed by an official Minute of the Secretary will be conclusive evidence.