3RD JUNE 2006 ? RNRS AGM
Location: Gardens of the Rose, Chiswell Green, St Albans, Hertfordshire.
That the following amendments to the Memorandum of Association of the Company and the Articles of Association ( being those previously amended on 10 June 2000 ) as approved by the Charity Commission of England and Wales; be made :
Memorandum of Association:
- Insert in third line of Clause 3 after "knowledge of roses" the words " associated or companion planting"
- Insert in l of Clause 4 in second line after words "part time basis" whether as employee or independent contractor" and in fourth line after" necessary provision" the words "( in the case of employees)" . In final line replace words after "employees" with " and their spouses and dependants as appropriate"
- After paragraph o of Clause 4 add new paragraph:
"Each of the above such powers are to be exercised respecting the Company’s charitable status where appropriate having obtained the prior consent of the Charity Commission for England and Wales and or any other such regulatory or advisory body"
(iv) In Clause 5a add to first line after words "any Member, officer" the words "employee or contractor". In b. add after words " a rate per annum which is" the words " equal to". In c. before word rent in first line add the word "commercial" and to the end of this provision after word "Board" the words " to be assessed by an appropriate independent surveyor or reputable property valuer." In d. add to end the words" subject to that member having first disclosed in writing to members of the Board as to his interest in the Company and the Board having voted on this in a meeting to which such member was not present"
Articles of Association
- Clause 1(g) -replace reference to "Director General " with "Chief Executive" and all subsequent references should be replaced accordingly, and, insert words " among other things" in third line after the words" appointed to perform"
- Clause 8 -insert the words "three quarters" in sixth line after words "not less than" and add to end of Clause the following words" in such circumstances subscription fees paid in advance or any loan made by such member shall be repaid"
- Clause 9 -delete the words " but no two members of the same household may exhibit separately in the same class" from end of 9(i)
- Clause 12 -add to end of provision the words "such register is to include the name, address, occupation of such honorary member/friend, the date of enrolment in such a capacity and any date that such enrolment terminates"
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Clause 13a-. insert in second line after words" the Deputy President" delete words " and six directors " and insert " The Hon Treasurer and six directors" in its place. Delete rest of provision and insert the following:
" Three directors ("the Elected Directors") shall be elected from and by the Members of the Company. Three directors shall be appointed by the Board. All directors shall have a suitable horticultural, commercial, professional or administrative background and may also take up the appointment of RNRS ( Sales ) Co Ltd. The appointment of the Elected Directors Shall be for a period of three years and such Directors are eligible for re election, subject to a maximum total period of service of ten years. On appointment Appointed Directors shall be required to become Members of the Company"
In 13b -replaced word "Member" with "Elected Directors"
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Clause 14a – after words in first line " to the Board shall be" add " in writing and". In second line replace word "twenty" with "ten" and after" Chief Executive by" add " the last Friday in February" ( deleting the words "mid October")
Clause 14b. -replace reference at start to "Two Members" with "Elected Directors" and at end of this sentence add words ", subject as aforesaid"
Clause 14d -insert word "independent" before word "scrutineers"
- Clause 15a -replace " Company" in first line with "Board". In second sentence delete words "either by the Presidents Committee or by not fewer than 20 Members" and replace with " by the Board". At end of third sentence delete words "of Directors"
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Clause 16a -delete first sentence. In second sentence delete reference to "to the Rose Council" and delete the final sentence
Clause 16b- delete from first sentence words " shall not be Members of the Rose Council and "
- Clause 17 -delete last sentence of first paragraph
- Clause 21- delete last two sentences and insert " At least one member of each committee must be a member of the Board. Chairmen of Committees shall be subject to the approval of the Board and, if not members of the Board, will be entitled to attend Board meetings when the work of their committee is being discussed"
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Clause 23e- add to end " or for six months, whichever is the longer period and the Board so requires"
Clause 23g- add new provision " he completes ten years service as an Elected or Appointed Director in accordance with the provisions of Article 13 a hereof"
- Clause 48 – delete third sentence in its entirety
- Clause 50c- replace "Members of the Board" with "Elected Directors"
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