Report on the EGM 26 July 2023
Philip Spedding opened the meeting at 7.30 pm. He offered to Chair the meeting. This proposal was unopposed and unanimously agreed.
1 Opening of Meeting & Determination of Quorum
It was confirmed that a quorum of 30 had been reached, with 33 members attending (along with 6 non-voting observers). A further 6 members had also submitted proxy votes.
2 Declaration of Conflicts of Interest
It was noted that five Members of the Society’s Committee were also the founding Trustees of Lambeth Horticultural Society Charitable Incorporated Organisation. They are Sarah Bailey, Helena Kowalska, Philip Spedding, Bob Tydeman and Glenn Wellman
3 To discuss and vote upon the following Resolution 1
Philip explained that the background to the EGM was that the organisation was required by Lambeth Council to become a legal entity to enter into a new lease with them for the Hut. Full details on this had been sent to members in the Formal Notice of EGM & Agenda.
The committee had looked at various options for the type of legal entity that would best serve the society and decided that a CIO (Charitable Incorporated Organisation) was the most appropriate. Following this decision, a new CIO, called “Lambeth Horticultural Society” was created and registered with the Charity Commission, who gave it the charity number 1203470.
The committee felt that the primary advantage of the CIO format was that the activity of the LHS could continue in exactly the same way as it currently does, across all its activities (from the Hut and lectures through to how it organises its accounts).
The only practical impact of this change on the membership was that in the event of the existing organisation being wound up, existing members could be entitled to a share of the proceeds. As a CIO, they would not.
The other notable difference becoming a CIO would bring, aside from having a legal status, is that the LHS would be able to claim Gift Aid on donations and people could choose to tax efficiently support the society through their wills, if they so wished.
Once this choice of legal structure was approved, the next step would be for the existing society to be formally closed and all its assets, debts, obligations etc transferred into the new CIO.
Upon request, the Objects of the new charity were read out.
The objects of the CIO are:
- To promote public knowledge, interest and participation in horticultural activities and to encourage and facilitate good horticultural practice appropriate to a largely urban environment, principally in the LB of Lambeth and neighbouring areas.
- To advise, support and participate in projects and local events organised by Lambeth Council or other government, charitable and community groups to promote good horticultural practice, community development, environmental improvement, education or the personal health and well-being of participants and the public at large.
Members then voted on Resolution 1:
“That, in accordance with Article 28 of the Society’s Constitution (dated March 2013), it is hereby resolved that the Society be wound up.”
The resolution was unanimously passed (including proxy votes) and with no abstentions.
4 If Resolution 1 is passed then to vote on the following Resolution 2
Members then voted on 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 transferable 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.”
The resolution was unanimously passed (including proxy votes) and with no abstentions.
5 Appointment of Winding-Up Committee as per Article 28
As required by the constitution, a winding up committee would need to be formed. This should have no fewer than 3 and nor more that 7 members. The following members were proposed: Rhiannon Harlow Smith, Annie James, Helena Kowalska, Tony Pizzoferro, Philip Spedding, Bob Tydeman and Glenn Wellman. There being no further applicants, the membership of the committee was agreed unanimously.
6 Any Other Business
Replying to a question about banking, Philip explained that a meeting with the Society’s bankers Barclays was being set up.
The membership will be kept informed of progress throughout the formal transition.
Philip finished by thanking members for their vote which allows Lambeth Horticultural Society to retain the Hut. Given that the rent is being increased by Lambeth Council, he urged all the members to continue to use it.
The EGM closed at 7.50 pm.