What is being proposed and how will it be considered?
Council is proposing changes to the Society’s Bye-laws to be considered at the Annual General Meeting on 14 June 2022.
In addition to member benefits, such as free days out in our RHS Gardens, exclusive access to Shows and expert advice, all members are encouraged to have a say on key matters, such as how we are governed through our Bye-laws and are invited to attend the Annual General Meeting.
This update will include provisions such as the enablement of virtual AGM meetings, which were not previously included, and also improving understanding and updating language, for example using the word ‘email’ rather than just the term ‘electronic communication’.
The proposed changes fall into the following categories:
- Amendments affecting Council procedures;
- Amendments to provisions around Membership and general meetings;
- Reflecting the flexibility in the Charter to change the size of Council; and
- Other minor amendments
Detailed information about the proposed changes to the Bye-laws is outlined further down the page. You can also read versions of the Bye-laws showing the exact wording of the proposed amendments on the links below.
Any member may propose amendments to the Council’s proposed changes for our consideration by submitting details of the amendment in writing to The Secretary by no later than 5pm on 3 April 2022. Please contact The Secretary by email at email@example.com or by mail at 80 Vincent Square, London, SW1P 2PE.
Please note: Any amendments received after the deadline will not be considered.
Further notification of the Council’s proposed changes, together with details of any suggested member amendments, will be provided in the Notice of the Special General Meeting, which will be issued by 20 May 2022 and include information on voting.
What are the details of the proposed changes?
Amendments affecting Council procedures
The following amendments are proposed to Bye-laws relating to Council procedures:
- Amending 4.8 to confirm that Executive Directors are appointed by the Director General with support from Council (in line with existing Scheme of Delegations and Council terms of reference) (the Bye-law currently states Council is responsible);
- Deleting the requirement in 4.10 that at least one meeting of Council shall be held each year in person and replacing it with a provision permitting persons attending Council and committee meetings by suitable electronic means to count towards the quorum for those meetings;
- Amending 6.10(h) so that an ordinary member of Council will cease to hold office if they are absent from meetings of Council held within a six month period and Council resolves that their office be vacated (currently states Council or any decision-making committee);
- Amending 6.10(i) (dealing with termination of office as a Council member in the event of incapacity) to address potential discrimination concerns, to introduce the requirement for an authoritative expert opinion, and to relate the incapacity to the Council member’s role as a charity trustee;
- Amend 8.2 to allow a person who has already served 10 years on Council to be co-opted if it has been at least 5 years since they last served on Council (currently no one who has already served 10 years may be co-opted);
- Amend 8.4 to confirm that a co-opted member is eligible for election to Council providing they meet the broader requirements for election to Council in 6.3 (currently states provided they have not already served 10 years on Council)
Amendments to provisions around Membership and general meetings
- Broadening 2.10 and 2.11 to allow Council to consider a complaint concerning the conduct of a representative of a member organisation (currently states member or member organisation only);
- Aligning 7.1(c), 7.2 and 13.9 with the Charter and other provisions about voting in the Bye-laws to make it clear that Council may facilitate voting by members in elections by any means it considers appropriate, including but not limited to postal or electronic voting;
- Introducing a new Bye-law 13.1 to allow the RHS to hold general meetings by electronic means as agreed by Council, in which each participant may communicate with all other participants (currently states in person only);
- Amending 14.3 to introduce a reasonableness condition when Council exercises its right to refuse to permit a member resolution;
- Amending Bye-laws 22.1 and 22.3 to make it clear that the RHS can give notice to members by posting the notice on its website, and to confirm that members may submit a notice to the Society by email (currently, both Bye-laws allow notices to be given by way of ‘electronic communication’ and ‘electronic means’);
- Amending the definition of ‘electronic communication’ to confirm the existing power to send notices by email;
- Including a new definition for sign, signed or signature to cater for electronic signature or approval
Reflecting the flexibility in the Charter to change the size of Council
The Society’s primary governing document, the Royal Charter, requires the Society to have a Council of ‘not less than twelve and not more than nineteen persons’ and that vacancies arising at an AGM ‘shall or may be filled by the election of members’. The Bye-laws currently require vacancies to be filled meaning that there is not the same flexibility as under the Charter for the Council to reduce its size if it considers appropriate to do so in the circumstances of the Society.
Amendments to Bye-laws 6.2 and 7.1 are proposed to allow Council to determine the number of vacancies which may be filled by election at an AGM (subject always to the minimum and maximum size of Council prescribed by the Charter) and requiring Council to include, in its usual notice to members about elections at the next AGM, the number of vacancies Council has determined may be filled by election at that AGM.
The proposed amendment requires Council to make Regulations defining the rules for determining when a vacancy may or may not be filled. This new discretion for Council to determine that a vacancy may not be filled by election at an AGM would not apply to casual vacancies.
Other minor amendments
- References to ‘Chairman’ and ‘he’ is amended to ‘Chair’ and ‘he/she’ or ‘they’ where appropriate. (There is one use of ‘Chairman’ in the Charter which we will be unable to amend). Uses of “Chair” to refer to the person chairing a meeting are also clarified
- Re-organising Bye-laws 10 to 13 for simplification and clarity, and introducing additional wording to clarify (but not change) voting procedures
- Replacing references to ‘the Journal’ in Bye-laws 7.1 (requirement to notify members of vacancies arising at the next AGM) and 13.22 (requirement to give notice of an adjourned general meeting by placing an advertisement in the Journal) with cross-references to the standard notice provisions in Bye-law 22, to reflect the impracticality of publishing notices in The Garden given the lead-time required to approve proofs, send them to the printer, and have The Garden printed and distributed to members
- Minor amendments to Bye-laws 18.4 and 18.6 to reflect more precisely the wording in the Charity Commission’s 2005 Order
- Various formatting and word changes, including updating cross-references throughout
- Amendments are proposed to make the use of phrases and terminology, including defined terms that have a specific definition set out in Bye-law 24, consistent throughout
Please contact the Secretary by email at firstname.lastname@example.org
if you would like a hard copy of the proposed changes.
Our existing RHS Charter and Bye-laws, along with additional information on rules and regulations, are available below: