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            1. Name and Objects of the Club
2. Property and Trustees
3. Membership
4. General Meetings
5. Administration
6. General Rules
7. Rules, Interpretation and Alteration
8. Dissolution



 1.1         Club Name

            The name of the Club shall be the “GARDEN CLUB OF TRINIDAD & TOBAGO” (referred to in these Rules as The Club).

 1.2         Objects

(i) To bring together garden enthusiasts to share their knowledge, interests, and enjoyment of gardening

(ii) To develop programmes to include:

     - displays (locally, regionally, and internationally;

                 - preservation of the ecology of our country; and

     - dissemination of knowledge.

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 2.           PROPERTY & TRUSTEES

 2.1         Ownership and liabilities

 All the Ordinary Members of the Club shall be equally responsible for its liabilities as between themselves, and the property of the Club, subject to such liabilities, shall belong to the Ordinary Members for the time being.

 2.2         No transmission or assignment of interest

            No Member shall, by reason of his being such, have any transmissible or assignable interest, by operation or otherwise, in any of the property of the Club. On any Member ceasing, by death, resignation, or otherwise to be such, all his interest shall survive, accrue and belong to the other Ordinary Members for the time being.

 2.3         Trustees

            All property and investments belonging to the Club shall be vested in three Trustees, who may or may not be members of the Committee, nominated and appointed by the Committee. The Trustees shall remain in office until death, or resignation, or until removed by a majority of two-thirds of those voting at a special general meeting called for the purpose.

 2.4         Powers of the Trustees

            The Trustees shall have power under the direction of the Committee to make contracts with reference to the property of the Club, including contracts for the investment of the Club funds, for the raising of money by mortgage or otherwise upon the security of the Club property, for acquiring lands by purchase or lease, for the sale or lease of land, and for the sale of any of the Club’s assets.

 2.5         Directions to the Trustees

            All directions given to the Trustees with reference to the Club’s property or investments shall be in writing signed by two members of the Committee, one of whom shall be the President or Vice President, and countersigned by the Secretary. Such written directions shall be obligatory upon and shall act as an indemnity to the Trustees for any act done by them in pursuance of such directions.

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 3.           MEMBERSHIP

 3.1         Classes and number of members

            The Club shall consist of Ordinary, Overseas, and Honorary Members. The total number of Ordinary Members shall be not more than one hundred. The Committee, however, shall have the authority to exceed this number if it considers it necessary.

 3.2         Ordinary & Overseas Members

 (i) To be eligible a candidate for membership shall be of good character and reputation, shall share the Club’s objectives, and must be compatible with the other members.

            (ii) Ordinary and Overseas Members shall be elected by the Management Committee (the Committee). For the purpose of the election of Ordinary and Overseas Members the quorum for its meetings shall be not less than five.

 (iii) Every candidate for Ordinary or Overseas Membership shall be proposed by one Ordinary Member and seconded by another Ordinary Member, to both of whom he or she must be personally known.

            (iv) Every proposal shall give the name, residence, and profession or occupation of the candidate, and any further information which the Committee may from time to time prescribe or in any particular case require. Any omission or inaccuracy in the particulars relating to or the description of any candidate shall render his proposal and/or election voidable in the discretion of the Committee.

 (v) Every proposal shall be in writing, signed by the proposer and the seconder, and shall be made by sending such proposal to the Secretary at least fourteen days before the meeting of the Committee at which the ballot is to be held.

(vi) Every proposal shall be countersigned by the Secretary and submitted to the Committee in meeting who shall ballot for each candidate for membership individually. To be elected a candidate must receive one hundred per cent of the votes of those present. The decision of the Committee shall be final. Any person who fails to obtain the necessary votes cannot again be proposed for membership within six months, and if that person again fails, he or she shall not again be eligible for election.

            (vii) Every Ordinary or Overseas Member shall within seven days of his election be written to by the Secretary informing him or her of his or her election, and asking him or her to pay the entrance fee and the subscription due for the current year to the Treasurer, and no-one shall have any of the privileges of a Member until he or she shall have complied with such request. Unless these payments are made within one month from the date of being notified by the Secretary, the relevant election shall be null and void, and the candidate shall be so informed in writing by the Secretary

            (viii) On receipt of the entrance fee and subscription the Secretary shall furnish the new Member with a copy of these Rules.

 3.3         Overseas Members

            (i) Any Ordinary Member who leaves the Republic of Trinidad and Tobago on a long term or permanent basis may apply in writing to the Secretary to transfer from Ordinary to Overseas Membership, and provided his or her account with the Club is up to date, he or she shall automatically be granted such change in membership status, and shall be so registered by the Secretary

            (ii) Should any Overseas Member return to the Republic of Trinidad and Tobago for a period or periods in excess of six months in any year, then such Member shall automatically revert to the status of Ordinary Member with all the rights and obligations pertaining thereto.

3.4          Honorary Members

            Honorary Membership may be bestowed, by unanimous vote of the Committee, upon those persons whom the Committee considers to have contributed long and devoted service to horticulture in Trinidad and Tobago.

 3.5         Limitation of the rights of Members

            Overseas and Honorary Members shall be entitled to the benefits and privileges of Membership except that

            (a) they shall not be qualified to be members of the Committee or to vote as Members at General Meetings of the Club;

            (b) they shall not propose or second candidates for Membership of the Club; and

            (c) they shall not claim or be entitled to any share of the property of the Club in the event of dissolution.

 3.6         Entrance fees and subscriptions

            (i) The entrance fee payable on election as an Ordinary Member shall be $100.00.

(ii) Annual membership subscriptions payable in advance shall be:

               - Ordinary Members    $100.00

               - Overseas Members   $50.00

 3.7         Default in payment of sums due to the Club

If any member fails to pay any monies due by him or her to the Club, whether for subscriptions, or otherwise for one month after such monies shall have become due, notice of his or her default shall be sent to the Member by the Treasurer or by the Secretary, and unless all such monies be paid within two months of the date of such notice, the Member’s name shall be erased from the Register of Members.

 3.8         Reinstatement

            If any member, within one year after his or her name has been erased from the register of Members under Rule 3.6 above, gives the Committee a satisfactory explanation as regards the non-payment, the former Member may, in the absolute discretion of the Committee, upon payment of all indebtedness to the Club, be readmitted to membership.

 3.9         Members may be sued

            Notwithstanding any action that may be taken for the erasure his name from the Register of Members under Rule 3.6 above, the Committee may sue any such member or past member for his or her indebtedness

 3.10       Members resigning to notify the Secretar

            Any member wishing to resign from the Club must give notice in writing to the Secretary before the first day of the succeeding quarter for he or she will be held liable for the subscription for that year

3.11     Conduct of member

            (i) If at any time the Committee shall after enquiry be of the opinion that the conduct of any member is injurious to the character or interests of the Club, it shall have the power to call upon such member to resign his membership by a certain date, and in default of such resignation or reply by such date, such Member may be expelled from the Club by the Committee, and the Secretary shall notify such Member of his or her expulsion.

            (ii) A Member so expelled shall have the right to appeal within seven days of the notification by Secretary to a Special General Meeting of the Club through the Secretary, who shall summon a Special General Meeting within twenty-one days after receipt of the notice of appeal.

            (iii) Unless two thirds of the votes of the Members present and qualified to vote at such meetings are recorded in favour of the member, the decision of the Committee shall stand.

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 4.           GENERAL MEETINGS

 4.1         Quorum at general meetings

 The quorum at General Meetings shall be not less than the number of Ordinary Members set out below in this Rule, who are not in default in accordance with Rule 3.6 above, as follows:

 - General Meetings        - 10

             - Dissolution of the Club - half the Ordinary Members
                                       for the time being.


             Seven clear days’ notice shall be sent to each Ordinary Member to the address in the Members’ Register.

 4.3         Procedure at General Meetings

            (i) At all General Meetings, the President, or in his or her absence the Vice President shall preside, failing whom a Chairman shall be selected from amongst those members of the Committee present.

            (ii) If within half an hour from the time appointed for a General Meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place.

            (iii) No member whose name has been posted under Rule 3.6 above shall be permitted to vote or take part in any discussions at a General Meeting of the Club.

            (iv) At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before the resolution is put to the vote, a ballot is demanded either by the Chairman or by at least five Ordinary Members present and qualified to vote; unless a ballot is demanded a declaration by the Chairman that the resolution has been carried or lost as the case may be and an entry to that effect made in the Minutes of the proceedings of the Meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution

            (v) If a ballot is demanded as aforesaid, it shall be taken in such manner and at such time and place as the Chairman directs, either at once or after an interval or adjournment.

            (vi) In the case of any dispute as to the admission or rejection of a vote, the Chairman shall determine the same and such determination made in good faith shall be final and conclusive.

            (vii) The demand for a ballot shall not prevent the continuance of a meeting for the transaction of any business other than the question on a ballot has been demanded.

            (viii) In the case of an equality of votes, whether on a show of hands, or on a ballot, the Chairman of the Meeting shall be entitled to a second or casting vote.

            (ix) The Chairman may, with the consent of the Meeting, and shall, if directed by the Meeting, adjourn the Meeting from time to time, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the Meeting during which the adjournment took place.

 4.4         Annual General Meetings

            The Annual General Meeting shall be held not later than 30th June in each year on a date and at a time fixed by the Committee for the following purposes:

            (a) to consider and adopt the audited financial statements of the Club for the financial year ended 31st March;

            (b) to elect the President, the Vice President, the Secretary, the Treasurer, and the four other members of the Committee;

 (c) to elect an Auditor or Auditors who shall be Ordinary Members but not members of the Committee or of any sub committee of the Club; and

(d) to transact any other business in respect of which, if it has not been raised by the Committee, not less than twenty one days notice shall have been given in writing to the Secretary.

 4.5         Election of Officers and Members of the Committee

            Persons seeking to be elected as officers or members of the Committee must be nominated by two Ordinary Members. For such nomination to be valid it must be signed by the nominee signifying his willingness to be elected and so serve, and it must be delivered to the Secretary not less than seven days prior to the date fixed for the holding of the Annual General Meeting.

 4.6         Special General Meetings

(i) The Committee may call a Special General Meeting of the Club whenever it considers it necessary or advisable, and the object of such Meeting, and the time of holding of holding the same shall be notified by the Secretary to each Ordinary Member in accordance with Rule 4.2 above.

            (ii) Upon a requisition to the Secretary, signed by at least seven Ordinary Members, stating the questions in the form of resolutions intended to be brought forward, the Secretary shall call a Special General Meeting to be held within twenty one days of the receipt of such requisition, for the consideration of and decision as to such questions. No question decided at such meeting shall be reopened for six months, or until the next Annual General Meeting.

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 5.           ADMINISTRATION

 5.1         Committee of Management

            The Club shall be administered by a Committee of Management (referred to in these Rules as “the Committee”) consisting of the President, the Vice President, the Secretary, the Treasurer, and the Immediate Past President, and four other members, all of whom must be Ordinary Members who, with the exception of the Immediate Past President, shall be elected at the Annual General Meeting.

 5.2         Committee to control the Club

The Committee, which at all times shall take cognisance of the Club’s objects as set out in Rule 1.2 above, shall have control over the whole Club, its employees, and its finances.

 5.3         Powers of the Committe

            The powers of the Committee shall include:

(i) all such administrative powers as may be necessary for properly carrying on the affairs of the Club in accordance with these Rules;

            (ii) to appoint or disband sub-committees and the members thereof, at least one member of such being a member of the Committee, and to delegate part of its duties or powers to such sub-committees;

            (iii) to make Regulations, which shall not be inconsistent with these Rules, and to alter or vary same as it may from time to time deem fit, and such Regulations, which shall be circulated to all Members for the time being, shall be binding on every member of the Club unless set aside at a General Meeting;

 (iv) to fix the prices of all articles sold by the Club; and

            (v) to fill any casual vacancy which may occur in the Committee or any sub-committee

 5.4         Committee meeting

            (i) The Committee shall meet at least once every quarter, and at such other times as it deems necessary.

            (ii) The quorum at Committee meetings shall be not less than four.

            (iii) At every meeting of the Committee the President, or in his or her absence, the Vice President, shall preside, failing whom a Chairman shall be selected from among those present.

           (iv) In the case of an equality of votes the Chairman shall be entitled to a second or casting vote.

 5.5         Secretary’s duties

            The duties of the Secretary shall include:

            (a) taking minutes of all General Meetings of the Club and of all meetings of the Committee

(b) responsibility for the custody of all the Club’s documents; and

           (c) dealing with all correspondence.

 5.6         Treasurer’s duties

            The Treasurer’s duties shall include:

            (a) the receipt and prompt banking of all monies due to the Club;

(b) collection of all monies due by Members;

(c) effecting all payments due by the Club;

(d) the maintenance of accurate, comprehensive, and up to date accounting records for the Club;

(e) the production of quarterly and annual financial statements for presentation to the Committee; an

            (f) circulating a copy of the audited financial statements for the preceding year to all Members together with notice of the Annual General Meeting at least seven days before the Annual General Meeting.

 5.7         Bank Lodgements and payments

            (i) All Club monies shall be lodged in a bank or banks in Port of Spain, approved by the Committee, to the credit of the Club.

(ii) No money shall be withdrawn from any bank account in the Club’s name except on the signature of any two members of the Committee.

 5.8         Audit

            The annual financial statements of the Club shall be audited by the Auditor or Auditors who shall affix thereto a report thereon for presentation to the Members at the Annual General Meeting.

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6.          GENERAL RULES

6.1          Disputes

            All disputes arising among Members shall be referred to the Committee whose decision thereon shall be final.

 6.2         Damages

No person shall take from the Club or destroy or damage any article belonging to the Club. Any damage done to any property of the Club shall be made good by such Member either at once or on being so requested by the Secretary, and if the Member shall fail to make good such damage within fourteen days of the date of notification, the Committee shall consider the case as one of wilfull infringement of the Rules, and may take such steps as it may think expedient.

 6.3         Complaints and suggestion

            (i) Should there be any cause for complaint against any Officer or employee of the Club, the matter must be referred to the Committee through the Secretary. All controversy with individual Officers or employees is forbidden.

(ii) Any complaints or suggestions as to the operation of the Club shall be made to the Committee in writing through the Secretary.

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 7.1         Interpretation

The Committee shall be the sole authority for the interpretation of these Rules and of the Regulations made thereunder, and the decision of the Committee upon any question of interpretation and upon any matter affecting the Club and not provided for by these Rules and Regulations shall be binding on all Members.

 7.2         Ignorance no excuse

            A plea of ignorance of the Rules and of any Regulations of the Club shall not absolve any Member from the consequences of the breach of same.

 7.3         Alteration

            No Rule or Rules of the Club shall be repealed or altered, and no new Rule shall be added, whether on notice of motion by a Member, or on a recommendation by the Committee, except at a General Meeting, and provided that the proposed repeal, alteration or addition shall be set out in full in a notice to be posted to all Members not less than fourteen days before the holding of the Meeting at which the changes or changes are to be considered.

 8.           DISSOLUTION

 8.1         Procedure for dissolution

            If at any General Meeting a resolution for the dissolution of the Club shall be passed by the majority of the Ordinary Members present and qualified to vote, and such resolution shall at a Special General Meeting held not less than one month thereafter at which not less than one half of the Ordinary Members qualified to vote shall be present, be confirmed by a resolution passed by a majority of two thirds of the Members voting thereon, the Committee shall thereupon or at such future date as shall be specified in such resolution, proceed to realise the property of the Club, and after the discharge of all liabilities, shall divide the same among all the Ordinary Members, and upon the completion of such dividends the Club shall be dissolved.

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