At our AGM in March, we explained that for our new lease with Lambeth for the Hut, we have to reorganise the Society. The new entity is a Charitable Incorporated Organisation (CIO) also called Lambeth Horticultural Society, registered charity 1203470. We need to ‘merge’ the old Society into the new CIO. At the EGM of the (old) Society, members will be invited to consider and vote on the proposal to transfer LHS assets and membership to the CIO.
In accordance with Articles 15 and 28 of the Lambeth Horticultural Society’s Constitution, notice is hereby given of an Extraordinary General Meeting of the Society’s members, convened by its Committee to determine whether the Society should be wound up and its remaining assets donated to the recently formed Lambeth Horticultural Society Charitable Incorporated Organisation.
The EGM will be held at The Old Library, Knights Hill, Lambeth on Wednesday 26th July commencing at 19.30.
The AGENDA of the EGM shall be as follows:
1 Opening of Meeting & Determination of Quorum (30)
2 Declaration of Conflicts of Interest
Five Members of the Society’s Committee are also the founding Trustees of Lambeth Horticultural Society Charitable Incorporated Organisation.
3 To discuss and vote upon the following Resolution1
That, in accordance with Article 28 of the Society’s Constitution (dated March 2013), it is hereby resolved that the Society be wound up.
4 If Resolution 1 is passed then to vote on the following Resolution 2
It is the wish of members that all of the Property of the Society (as may remain after meeting any and all legitimate outstanding financial liabilities of the Society) shall be donated to Lambeth Horticultural Society CIO (“LHS-CIO” – a Charitable Incorporated Organisation registered as a charity with the Charity Commission of England & Wales with the number 1203470).
Property shall include all monetary assets, stock in trade, fixtures and fittings, intellectual property and books and records of the Society which are transferrable to the extent permitted by law
In making this expression of wish, the members note the similarity of Objects and proposed activities of LHS-CIO to those of the Society, the necessity of establishing a successor organisation which has legal identity in order to enter into legally binding agreements (including the lease relating to the Society’s Trading Hut) and the offer made by the LHS-CIO Trustees of membership free of charge to members of the Society for the remaining term of their current membership.
YOUR COMMITTEE UNANIMOUSLY SUPPORTS BOTH OF THESE RESOLUTIONS AS BEING THE BEST WAY FOR THE SOCIETY TO CONTINUE TO CARRY OUT ITS ACTIVITIES SIMILARLY IN FUTURE AS IT HAS IN THE PAST AND REQUESTS THE AGREEMENT OF MEMBERS TO THE PROPOSED COMBINATION WITH LHS-CIO.
5 Appointment of Winding-Up Committee as per Article 28
Nomination & appointment of not fewer than 3 nor more than 7 members to oversee the winding up and disposition of assets.
6 Any Other Business
Note that no other decisions may be made at an EGM without prior notice having been given to the membership.
The relevant Articles appear below: