What is the 911±¬ÁÏ Council?
911±¬ÁÏ Council is the governing body of the 911±¬ÁÏ with overall responsibility for the organisation including:
- The future direction of the charity
- Monitoring delivery and management of the 911±¬ÁÏ Strategy
- Management of 911±¬ÁÏ assets
- The performance of the 911±¬ÁÏ
It is the guardian of the 911±¬ÁÏ role as ‘learned Society’.
911±¬ÁÏ Council’s duty is to ensure that the 911±¬ÁÏ carries out its objects as set out in its Charter, namely:
- The encouragement and improvement of the science, art and practice of horticulture in all its branches
Delegation of powers
911±¬ÁÏ Council is supported in its work by Statutory Groups and delegates certain amounts of authority to these groups as detailed in their terms of reference.
Principal statutory groups are the Finance and Commercial Board, Horticulture and Sustainability Board, Audit and Risk Committee and the Governance and People Committee. These groups all have delegated authority from Council to make decisions within their remit. Guidance and Oversight Groups provide 911±¬ÁÏ Council with advice on particular areas of activity such as education, science and gardens and the charity’s important 911±¬ÁÏ Expert Groups provide deeper knowledge of cultivated plants and horticulture.
All the groups described above may comprise of both members of 911±¬ÁÏ Council and other members of the 911±¬ÁÏ.
Neither 911±¬ÁÏ Council nor the other decision-making statutory groups are involved in the day-to-day running of the 911±¬ÁÏ. This is delegated to the 911±¬ÁÏ’s staff. However, 911±¬ÁÏ Council retains the ultimate responsibility for the actions of staff.
Frequency of meetings
911±¬ÁÏ Council typically meets six times a year. In addition, 911±¬ÁÏ Council Members are expected to attend strategic away days held over two days once each year and the 911±¬ÁÏ Annual General Meeting, which is held in London or at one of the 911±¬ÁÏ Gardens.
911±¬ÁÏ Council Members will generally also serve on one or more of the Boards or committees described above, in addition to their position on 911±¬ÁÏ Council.
The role of members of 911±¬ÁÏ Council
The 911±¬ÁÏ Council currently comprises 17 members who also serve as the charitable trustees of the 911±¬ÁÏ. This includes the 911±¬ÁÏ President and 911±¬ÁÏ Treasurer, both of whom serve as ex officio members of 911±¬ÁÏ Council.
Members of 911±¬ÁÏ Council are responsible for all aspects of the 911±¬ÁÏ’s affairs and for ensuring that the organisation delivers public benefit. They also ensure that the income and property of the 911±¬ÁÏ are used only for the purposes set out in the Charter and Bye-Laws and for no other purpose. Members of 911±¬ÁÏ Council have a responsibility to act reasonably, proportionately and prudently in all matters relating to the 911±¬ÁÏ and to act in the best interests of the 911±¬ÁÏ at all times. The principle of collective responsibility applies.
Term of office
Members of 911±¬ÁÏ Council usually serve a term of five years, which may be renewed, by election, for a further term of five years.
Eligibility
To serve as a member of the 911±¬ÁÏ Council, those seeking election must:
- Have been an individual 911±¬ÁÏ Member of the 911±¬ÁÏ since 28 February 2023, (or inexceptional circumstances, 911±¬ÁÏ Council may waive this requirement in accordance with the Bye-laws and Regulations for Election to 911±¬ÁÏ Council) and remain an 911±¬ÁÏ Member at 1 March 2026, the date of election andthroughout their term of office
- Be aged over 18 years on the date of the 2026 911±¬ÁÏ Annual General Meeting
- Not have already completed 10 years’ service as a member of the 911±¬ÁÏ Council (unless at least five years have elapsed since the completion of the 10 years previous service and 911±¬ÁÏ Council has agreed that it is in the interests of the 911±¬ÁÏ that the individual be made eligible to serve for one further term of up to five years maximum)
In addition, some people are disqualified by law from acting as charity trustees, including anyone described in Section 72(1) of the Charities Act 1993, as amended by the Charities Act 2006, Schedule 8, paragraph 156. Broadly, this covers:
- Anyone who has been convicted of an offence involving dishonesty or deception, unless the conviction is spent
- Anyone who is an undischarged bankrupt or is the subject of a bankruptcy restrictions order or an interim order
- Anyone who has been removed from trusteeship of a charity by the court or the Charity Commission
- Anyone who has a disqualification order under the Company Directors’ Disqualification Act 1986
Candidates completing nomination papers for election are required to certify that they are not disqualified from office. In accordance with guidance from the Charity Commission, the 911±¬ÁÏ undertakes checks to ensure a candidate’s eligibility.
Liability
As a trustee, the role of a member of 911±¬ÁÏ Council is an extremely important one and carries both responsibilities and liabilities. A member of 911±¬ÁÏ Council has a duty to act in good faith and in the best interests of the 911±¬ÁÏ. It is important therefore that members of 911±¬ÁÏ Council avoid conflicts with their personal or other professional interests.
Where a potential conflict of interest exists, members of 911±¬ÁÏ Council are required to declare that interest and, in
most cases, not take part in any decision on the matter concerned. In the interest of openness, a register of relevant interests is maintained. Restrictions also apply on members of 911±¬ÁÏ Council or connected parties who might wish to enter into a contract with the organisation or any of its trading companies for the supply of goods and services.
For further information, contact The Secretary.
In exercising the role of trustee, an individual can be held liable for:
- Breach of trust – for example, spending money inappropriately
- Breach of fiduciary and statutory duties – for example, using assets to procure benefits for the trustee
- Fraudulent trading – for example, incurring a debt knowing it cannot be repaid
- Failure to comply with statutory requirements – for example, health and safety, taxation law etc
View a copy of the Charity Commission’s booklet, The Essential Trustee: What you need to know (1.3MB pdf), which provides further general information on serving as a trustee.
Why become a member of the 911±¬ÁÏ Council
As a member of 911±¬ÁÏ Council, you would have the opportunity to positively influence the 911±¬ÁÏ and help make a difference to the way that horticulture and gardening develop in the UK. In return for providing the 911±¬ÁÏ with your time and expertise, you would gain an opportunity to develop your personal/professional skills as well as a chance to obtain a sense of achievement and satisfaction from making a contribution to the work of the charity.
Reimbursement of expenses
Serving as a member of the 911±¬ÁÏ Council is a voluntary activity that is not remunerated. As a charity, the 911±¬ÁÏ cannot by law pay members of 911±¬ÁÏ Council a salary or provide any benefit in kind. However, the Society does operate an expenses scheme that will reimburse the reasonable cost of undertaking trustee duties.