Theale Show Constitution - as at 20 November 2021

TITLE AND OBJECTIVES

1. The show shall be called “Theale Show”
2. The Objectives of the Theale Show are to encourage and promote the growing of fruit, flowers and vegetables of high quality together with other country crafts, handicrafts and kindred pursuits and to maintain and enhance the quality of village life for adults and children, through the holding of Shows with appropriate associated events and with such fund raising activities and social gatherings throughout the year as may be necessary to allow the Theale Show to continue to flourish.
3. For the purposes of this Constitution, the Parish of Theale Somerset includes, Theale village, Bagley, Latcham, Mudgley, Newtown, Panborough and both sides of Blakeway road.

 OFFICERS AND COMMITTEE 

4. The Officers of the Theale Show shall consist of a President together with a Chairman, Vice-Chairman, Show Secretary, Treasurer, Assistant-Treasure, Minute Secretary, Social Secretary and Sponsorship Secretary.
5. The running of the Theale Show shall be undertaken by a Management Committee consisting of the Officers and ordinary Committee members.
6. The Management Committee (hereafter called “the Committee”) shall meet at intervals as required by the Chairman.
7. The quorum for a Committee meeting shall be five.
8. The Committee has the power to appoint sub-committees and to co-opt.
9. All meetings will be minuted.
10. The Chairman may exercise a casting vote in addition to his or her first vote to resolve any stalemate that would otherwise arise.
11. At all times it is a prime duty of the officers to ensure that the commitments of the Show are commensurate with its assets in order to maintain overall financial viability. This is defined as having sufficient liquid funds to cover the costs of putting on a show, with no income from the show due to unforeseen circumstances.
12. The Officers shall be elected each year at the Annual General Meeting which will take place after October 31st but before December 31st each year.
13. Nominations for Officers should be made to the Minute Secretary at least 7 days prior to the A.G.M. and with the consent of the nominees. If no such nominations have been received, nominations from the floor at the A.G.M. may be accepted.  In the event that no valid nomination is received for one of more particular Officer (s) the Committee may subsequently decide to appoint one or more of its members to serve in that capacity or to co-opt.
14. The results of any such appointments shall be publicised. The number of ordinary Committee members is not fixed and members may be co-opted at any time.
15. Committee members who fail to attend Committee meetings for a year, without good cause, will be written to by the minute secretary to ascertain whether they wish to resign.
16. The Chairman shall not serve in that capacity for more than three consecutive years.
17. In the event that no Chairman or Vice Chairman is elected, the Committee may adopt an interim measure of rotating chairmanship. A rota of willing committee members may be established with each member carrying the role of temporary Chairman from the conclusion of one committee meeting to the conclusion of the subsequent meeting. 

MEMBERSHIP 

18. There shall be several classes of Members:
    1. Friends (formerly Patrons, prior to that Vice presidents) who having the best interests of the Show in mind, make an Annual donation to the Show Funds and support the Show.
    2. Elected Officers of the Theale Show
    3. Theale Show committee members.
    4. Honorary members: those who have given exceptional service to the Show and are recommended by the committee, to be so designated by a simple majority at a general meeting.
    5. Supporting members: others who may from time to time provide help and support for Show activities.
19. The names of the individuals in membership classes a, b, c & d, shall be published in the show programmes or schedule. Only members in classes a, b, c & d who have been members for at least 6 months shall have the right to vote at the AGM or other general meetings.
20. Membership categories a, b and d will normally be appointed via the AGM.
21. Membership category (c) may be appointed at any point in the year subject to nomination by an existing voting member, a majority vote at committee meeting, and prior attendance at two committee meetings in the status of supporting member.
22. Membership categories may be varied from time to time on recommendation of the committee and approval by a simple majority at a General Meeting

MEETINGS 

23. An AGM shall be held each year in accordance with Clause 12 & 13.
24. At the AGM the Treasurer shall present the Accounts for the previous financial year which will run from November 1st to October 31st . 
25. The Chairman and Show Secretary will also provide reports to the meetings which will be minuted.
26. Notice of AGM and all committee meetings together with the agenda shall be placed
27. A quorum for AGM purposes will be represented by 9 voting members.
28. Any member wishing to move a resolution for inclusion in the agenda at the AGM shall give notice of the content to the Minute Secretary at least 7 days before the meeting.
29. At the written request of at least 20 members, or on a decision of the Committee, the Minute Secretary shall call an Extraordinary General Meeting specifying the reason and the meeting shall be held within 28 days. The Quorum for such a meeting shall be 20 voting members.  The notice of meeting will be displayed in the Village notice board.
30. Attendance at a Theale Show Annual General Meeting will be open to current members and to residents of the parish of Theale (as defined in clause 3) 

DISSOLUTION 

31. A decision to wind-up the Theale Show shall require a majority of two-thirds of those present and entitled to vote at a properly constituted General Meeting. On dissolution, any property including cups and trophies or funds remaining after paying all debts shall be held in trust in the name of Theale Show until such time that a new Show is set up involving the village of Theale or, if after a period of fifteen years, no such Show has been reinstated, then the remaining funds may be used for a purpose beneficial to the Village of Theale decided by the residents of Theale Parish of voting age in a referendum. 

GENERAL 

32. The rules regarding exhibits in the Show or participation in associated events shall be agreed by the Committee and published in the Show programme or Schedule. This will include entry fees and certificates, prizes, cups or trophies or similar.
33. Any of the rules may be changed by the Committee from time to time, in the light of circumstances then prevailing.
34. All commissions, discounts and material benefits negotiated on behalf of, or arising from, the Show activity should revert to the Show.
35. Members shall not use their position or the name of Theale Show for personal material benefit.
36. Properly authorised expenses may be allowed at the discretion of the Committee.
37. The Officers and Committee shall, at their sole discretion, be able to disburse sums up to £2,500 in any year from Theale Show funds for the benefit of other Parish organisations. Provided: that total funds held by the Show do not fall below £5,000 (being the minimum cost of an annual Show). A larger amount may be disbursed but only following a duly authorised  EGM (or AGM) which votes by a majority of 2/3rds of Membership Categories a,b,c & d voting at that meeting”. [1]
38. A bank account or accounts approved by the Committee shall be maintained by the Treasurer and all moneys shall be deposited by the Treasurer or Assistant Treasurer.
39. Cheques drawn on the accounts shall require one signature (under £100), and two signatures (over £100) from Show officials (eg. Treasurer or Assistant Treasurer or Chairman) who are not close relatives.
40. Year end accounts shall be produced jointly by the Treasurer and Assistant Treasurer.
41. Insurance shall be effected by the Treasurer with Companies approved by the Committee to provide adequate Public Liability cover at all events organised by Theale Show together with any additional insurances that may be decided by the Committee from time to time.
42. Any additions or amendments to or deletions from the Constitution must be approved by a General Meeting, with seven days notice having been given to voting members of the proposed change by an announcement in the Village notice board or by other means. A majority of two thirds of those present and entitled to vote shall be necessary for such changes to be effected.
43. The Committee shall have the right to deal with any matter that may arise which is not provided for in this Constitution. 

Revisions

1. Devised by Brian Jackson, Chairman 1993 and approved AGM 1994 by Adrian Hutchison
2. Revised September 11th 2003 by Chairman Phil Butterworth
3. Revised September 24 2003 following Sept 11 committee discussion between Brian Jackson, Adrian Hutchison & Peter Stirling
4. Revised 20^th November 2017 & adopted at AGM– Vice Presidents are renamed “Patrons” but have the same role.
5. Revised 16^th November 2020:
   1. Changed name to “Theale Show, removing reference to “Theale Fruit & Flower Show” & “Theale Flower Show”
   2. Removed 4 references to “displaying notices on the village notice board” as no longer applicable since email and social media has long since replaced this means of communication.
   3. A proposition to modify Clause 37 was defeated (see AGM 2020 Agenda for Proposition).
6. Revised at AGM 15thNovember 2021:
   1. Modified Clause 37 from “No Funds may be dispursed” to the revised clause
   2. Changed “Patrons” to “Friends”

[1] At the 2021 AGM a Proposition to modify this clause succeeded – see amendments