Proposed changes to the Articles of Association of Garden Organic

The Board of Trustees of Garden Organic (working name of the Henry Doubleday Research Association) has undertaken a review of the charity’s Articles of Association to ensure they remain fit for purpose. A regular review is recommended as best practice by the Charity Commission. 

The proposed changes must be approved by members of the charity. A vote will be undertaken at the 2021 Annual General Meeting. Details of how to attend the meeting or vote by proxy can be found here.

The full proposed updated Articles of Association and the current version can both be downloaded by clicking on the links below.

-    Proposed updated Articles of Association
-    Current version of the Articles of Association

The following information outlines each change, with a brief explanation of why this amendment is proposed. If only part of an article is referenced, the rest of the article remains unchanged. In additional to the changes outlined below, we have also updated the Articles throughout to update references from he/she to they/them/their. This is to reflect diversity and equity best practice.

You can either scroll through this page to view the full changes, or jump straight to a particular article by clicking the relevant link below. If you would like to request a printed copy of this information, or ask any questions please email membership@gardenorganic.org.uk or call 024 7630 8210.

Article 14 – Termination of membership

Current version
14.1    Membership is terminated if:
14.1.3    any sum from the member to the charity is not paid in full on becoming due;

Proposed revision
14.1     Membership is terminated if:
14.1.3    any sum from the member to the charity remains unpaid within six months of it falling due and the charity notifies the member in writing of the termination of their membership;

Reason for proposed change
The proposed update allows a grace period for members to renew without their membership being fully terminated. 

Article 17 - Proceedings at general meetings

Current version

17.2     A quorum is:
17.2.1  50 members or 10% of the members, whichever is the lesser, present in person, by suitable electronic means or by proxy and entitled to vote on the business to be conducted at the meeting; 

Proposed revision

17.2     A quorum is:
17.2.1  50 members or 
17.2.2  one-tenth of the total membership at the time;
whichever is the lesser, in each case present in person, by suitable electronic means or by proxy and entitled to vote on the business to be conducted at the meeting; 

Reason for proposed change

This change is proposed for clarity.

Article 22 - Directors

Current version

22.4    The number of the elected members of the Council shall not, unless the Company in General Meeting otherwise determines, be less than 5 nor exceed fifteen, including the Chairperson and Vice Chairperson.

Proposed revision

22.4     Subject to article 25.6, the number of directors shall not, unless the Company in General Meeting otherwise determines by ordinary resolution, be less than 5 nor exceed 11, including the Chairperson and Vice Chairperson.

Reason for proposed change

The reduction in maximum size of the board is recommended to be proportionate to the size of the charity. This number has been chosen based on Charity Commission best practice guidance to facilitate an efficient and effective board.

Article 24 - Retirement of directors

Current version

24.1  At the first annual general meeting all the directors must retire from office unless by the close of the meeting the members have failed to elect sufficient directors to hold a quorate meeting of the directors. At each subsequent annual general meeting one-fifth of the directors or, if their number is not five or a multiple of five, the number nearest to one-fifth, must retire from office. If there is only one director he or she must retire.
24.2    The directors to retire by rotation shall be those who have been longest in office since their last appointment. If any directors became or were appointed directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
24.3    The Chair and Other Honorary Officers (as appointed) would be elected for a fixed term and shall be exempt from the retirement by rotation provisions.
24.4    If a director is required to retire at an annual general meeting by a provision of the articles the retirement shall take effect upon the conclusion of the meeting.

Proposed revision

24.1    Each director (including the Chair and any Other Honorary Officer) must retire upon the third annual general meeting following the annual general meeting at which they were elected but subject to article 24.2 below, shall be eligible for re-election. 
24.2    No director shall serve for more than nine consecutive annual general meetings, unless the directors consider it would be in the best interests of the charity for a particular director to continue to serve beyond that period and that director is reappointed in accordance with the Articles.
24.3    The Chair and Other Honorary Officers (as appointed) must retire upon the third annual general meeting following the annual general meeting at which they were elected. Any Chair or Other Honorary Officer, shall be eligible for re-appointment, if there is no other nomination for the post and the directors think fit, for a second term of 3 consecutive annual general meetings. A Chair or Other Honorary Officer may serve a maximum of two terms (6 consecutive annual general meetings). 
24.4    If a director is required to retire at an annual general meeting by a provision of the articles the retirement shall take effect upon the conclusion of the meeting.

Reason for proposed change

This change is proposed to bring clarity to the process for retirement of Directors and Honorary Officers.

Article 25 - Appointment of directors

Current version

25.1    The charity may by ordinary resolution:
25.1.1    appoint a person who is willing to act to be a director; and
25.1.2    determine the rotation in which any additional directors are to retire.
25.2    No person other than a director retiring by rotation may be appointed a director at any general meeting unless:
25.2.1    he or she is recommended for re-election by the directors; or
25.2.2    not less than one hundred and twenty-five clear days before the date fixed for the Annual General Meeting, the charity is given a notice that:
25.2.2.1    is signed by a member entitled to vote at the meeting;
25.2.2.2    states the member’s intention to propose the appointment of a person as a director;
25.2.2.3    contains the details that, if the person were to be appointed, the charity would have to file at Companies House; and
25.2.2.4    is signed by the person who is to be proposed to show his or her willingness to be appointed.
25.3    All members who are entitled to receive notice of a general meeting must be given not less than twenty-eight clear days’ notice of any resolution to be put to the               meeting to appoint a director other than a director who is to retire by rotation.
25.4    The directors may appoint a person who is willing to act to be a director.
25.5    A director appointed by a resolution of the other directors must retire at the next annual general meeting and must not be taken into account in determining the               directors who are to retire by rotation.
25.6    The appointment of a director, whether by the charity in general meeting or by the other directors, must not cause the number of directors to exceed any number fixed as the maximum number of directors.

Proposed revision

25.1 Subject to the other provisions of these articles, the charity may by ordinary resolution appoint a person who is willing to be a director.
25.2 No person other than a director retiring as a result of the expiry of their term may be appointed a director at any general meeting unless:
25.2.1  they are recommended for re-election by the directors; or
25.2.2  not less than sixty clear days before the date fixed for the General Meeting, the charity is given a notice that:
25.2.2.1  is signed by a member entitled to vote at the meeting;
25.2.2.2  states the member’s intention to propose the appointment of a person as a director;
25.2.2.3  contains the details that, if the person were to be appointed, the charity would have to file at Companies House; and
25.2.2.4  is signed by the person who is to be proposed to show his or her willingness to be appointed.
25.3 All members who are entitled to receive notice of a general meeting must be given not less than twenty-eight clear days’ notice of any resolution to be put to the meeting to appoint a director other than a director who is to retire as a result of the expiry of his term.
25.4 The directors may appoint a person who is willing to be a director.
25.5 A director appointed by a resolution of the other directors must retire at the next annual general meeting.
25.6 Subject to articles 22.1 - 22.3 (inclusive), the directors may co-opt any individual to be a director, subject to the requirements for eligibility in articles 22.1 – 22.3 (inclusive). For the avoidance of doubt, the provisions of article 22.4 will not apply to the directors co-opting any additional directors under this article. This appointment will only be until the next annual general meeting when they will retire or be re-appointed as a director. 
25.7 The appointment of a director, whether by the charity in general meeting or by the other directors, must not cause the number of directors to exceed any number fixed as the maximum number of directors.

Reason for proposed change

This article has been amended in two ways. 25.2.2 has been updated to reduce the notice period required to be given by a member who wishes to propose a director to be appointed at a general meeting. 25.6 has been amended to give an express right for the board of directors to “co-opt” an individual to be a director. Any co-opted director will only be appointed until the next AGM.
 

Article 26 - Disqualification and removal of directors

Current version

26.1    A director shall cease to hold office if he or she:
26.1.1    ceases to be a director by virtue of any provision in the Companies acts or is prohibited by law from being a director;
26.1.2    is disqualified from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);
26.1.3    ceases to be a member of the charity;
26.1.4    becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
26.1.5    resigns as a director by notice to the charity (but only if at least two directors will remain in office when the notice of resignation is to take effect); or
26.1.6    is absent without the permission of the directors from all their meetings held within a period of six consecutive months and the directors resolve that his or her office be vacated.

Proposed revision

26.1    A director shall cease to hold office if:
26.1.1    they cease to be a director by virtue of any provision in the Companies acts or is prohibited by law from being a director;
26.1.2    they are disqualified from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);
26.1.3   they cease to be a member of the charity;
26.1.4    in the written opinion, given to the charity, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a director and managing and administering his or her own affairs and may remain so for more than three months;
26.1.5    they resign as a director by notice to the charity (but only if at least two directors will remain in office when the notice of resignation is to take effect); 
26.1.6    they are absent without the permission of the directors from all their meetings held within a period of six consecutive months and the directors resolve that their office be vacated; or 
26.1.7    they are removed from office by a resolution of the directors that it is in the best interests of the charity that their office be vacated passed at a meeting at which at least half of the directors are present. Such a resolution must not be passed unless:
26.1.7.1   the director has been given at least 14 clear days' notice in writing of the meeting of the directors at which the resolution will be proposed and the reasons why it will be proposed; and
26.1.7.2    the director has been given a reasonable opportunity to make representations to the meeting either in person or in writing. The other directors must consider any representations made by the director (or the director's representative) and inform the director of their decision following such consideration. There shall be no right of appeal from a decision of the directors to terminate the directorship of a director. 

Reason for proposed change

We have sought to narrow the wording for when a director will be removed as a director of the Charity.  In particular, article 26.1.4 confirms that if the registered medical practitioner gives a written opinion that the person is now physically or mentally incapable of acting as a director and managing their own affairs, they can be removed as a director and Article 26.1.7 gives the board of directors the power to remove a director if it is in the best interests of the Charity.  This article sets out the requirements in order to meet that particular threshold.

Article 28 - Proceedings of directors

Current version

28.2     Any three directors may call a meeting of the directors.

Proposed revision

28.2 Any director may call a meeting of the directors.

Reason for proposed change

This change makes it easier for any director to call a meeting. 

Article 30 - Validity of directors' decisions

Current version

30.1    Subject to article 30(30.4), all acts done by a meeting of directors, or a committee of directors, shall be valid notwithstanding the participation in any vote of a director:
30.1.1    who was disqualified from holding office;
30.1.2    who had previously retired or who had been obliged by the constitution to vacate office;
30.1.3    who was not entitled to vote on the matter, whether by reason of a conflict of interests or otherwise;
30.2    If without:
30.2.1    the vote of that director; and
30.2.2    that director being counted in the quorum;
30.3    the decision has been made by a majority of the directors at a quorate meeting.
30.4    Article 30(30.1) does not permit a director or a connected person to keep any benefit that may be conferred upon him or her by a resolution of the directors or of a committee of directors if, but for article 30(30.1), the resolution would have been void, or if the director has not complied with article 28.

Proposed revision

30.1    Subject to article 30.2, all acts done by a meeting of directors, or a committee of directors, shall be valid notwithstanding the participation in any vote of a director:
30.1.1    who was disqualified from holding office;
30.1.2    who had previously retired or who had been obliged by the constitution to vacate office;
30.1.3    who was not entitled to vote on the matter, whether by reason of a conflict  of interests or otherwise;
if without:
30.1.4    the vote of that director; and
30.1.5    that director being counted in the quorum;
the decision has been made by a majority of the directors at a quorate meeting.
30.2    Article 30.1 does not permit a director or a connected person to keep any benefit that may be conferred upon him or her by a resolution of the directors or of a committee of directors if, but for article 30.1, the resolution would have been void, or if the director has not complied with article 10.

Reason for proposed change

This article has minor formatting changes for clarity

Next steps

For these changes to be approved they must be subject to a member's vote at the 2021, taking place at 2pm on Friday 17th September via Zoom video conference. For information on how to attend the meeting please click hereIf you are unable to attend but would like to vote by proxy, please download, complete and return this Voting by Proxy form.

If you would like to request a printed copt of this information, or ask any questions please email membership@gardenorganic.org.uk or call 024 7630 8210.