Mediterranean Garden Society
Mediterranean Garden Society
Modifying the MGS Charter
The photograph at the top of this page shows a group of MGS members attending the AGM tour in Athens in November 2022 (Photo Sibylle Mattern)
We are glad to notify you that the Charter amendments which the AGM resolved upon in November 2022 have been approved by the Court and are in full effect.
The AC would like to thank the team at Watson Farley & Williams who worked on the complex approval process on a pro bono basis, Caroline Davies and Jane Taniskidou who put so much effort into getting the resolution passed by the appropriate majority, as well as Jill Yakas, Janet Harley and many others who worked so hard to get the minutes signed after the 2022 AGM).
The revised Charter allows participation and voting in AGMs on a remote basis, so members can participate and vote without having to travel. This does not mean that we will not have annual events - simply that they do not need to be tied to an annual general meeting of the Society. The visit to Adelaide in 2024 is our annual meet-up, but as the financial year has now moved to match the calendar year, AGMs will now be held in the Spring (after the end of the financial year), not in November. 2024 will therefore be a 15-month financial year, to move to the new financial year, and the next formal annual general meeting will be held in Spring 2025 (venue to be announced).
For an explanation of the full suite of changes that have been made to the Charter please see below the text presented to the Membership by then Secretary Jane Taniskidou ahead of the 2022 AGM.
Jane Taniskidou writes - As I come to the close of my second tenure as MGS Secretary, I have been giving a great deal of thought to how I can contribute to making the Society a more flexible, adaptive and living organisation for its members. The best organisations, like the best gardens, need care, tending and the occasional pruning and re-thinking in order to flourish.
The background
The exigencies of the past two years, including the virtual General Assemblies, have given us all a sense of how fragile accepted custom can be, and how important newer technology is to keeping us all connected. People have a good feeling about the advantages of things like Zoom and the benefits of virtual connections. The online GAs have allowed many more members to participate, and the recording allows members who were not able to attend, for time differences or other reasons, to experience the meeting later. Other members have commented on how nice it is to feel included without the cost, both financial and environmental, of international travel.
The problem
Unfortunately, however, our Charter does not actually permit virtual gatherings, and has very strict requirements with respect to physical presence, particularly when it comes to voting. (Happily, all GA proceedings that are not subject to legal challenge within six months of their taking place are thereafter deemed unassailable, so there are no issues with the validity of the results of either the 2020 or the 2021 General Assemblies.) Another unfortunate feature of the Charter is that modifying it requires HALF the membership to propose the modification, and then three-quarters of those present at a General Assembly to vote in favour of the proposed changes. Some of you may recall that a previous Administrative Committee made a valiant effort to muster these levels of support in 2012 but was unsuccessful.
The history
Our Charter was drawn up under Greek law in 1994, and at the time was perfectly adequate for a nascent, largely local organisation. The MGS then grew like Topsy, but the enthusiasm for a worldwide fellowship of like-minded gardeners overshadowed the legal pitfalls that were inadvertently created. As both a lawyer and a gardener (albeit one whose skill is surpassed by her enthusiasm), I can fairly say that the latter vocation is better for the soul and tends to be more rewarding.
The proposal
The Administrative Committee is convinced that the time has come for all of us to make the minimal effort required to enable the membership to modify the MGS Charter. Indeed the AC is united in agreeing that the proposed modifications will enable the MGS to function better, to be more responsive to the goals of the membership, and to encourage more members to take more active roles in pursuing the Society’s aims.
The most significant changes that are being proposed are in respect of “presence” at meetings, both for general votes and in particular for voting for the new AC every three years. We cannot change the procedure for the 2022 elections, but we should be able to do so for the next ones.
Other matters that are addressed by the proposed changes include a change of fiscal year to conform with the calendar year, thus vastly simplifying the tax and accounting filings that we must submit, as well as enabling the Annual General Meeting to be held in the first quarter of the calendar year, which is a much better time for seeing gardens in the Northern Hemisphere.
The actual, nitty-gritty, legal detail proposal
We could not ask for your support if we, as the AC, were not committed to full transparency with respect to the proposed changes and to addressing all members’ concerns and questions. To that end, we publish here for you to download in pdf format
Feel free to direct questions to me at mgssecretary@gmail.com, or to any other AC member. Please keep in mind two things: (a) changes to the wording of the Charter have been kept to the minimum required to effect the necessary functional changes, and (b) the English translation is just that, it is not the legally binding text, which by law must be the Greek.
The logistics
The initial step that will require a minimum effort on each of your parts is to respond positively to the email that will be sent to each of you from the mgssecretary@gmail.com email address, asking you to agree to place the modification of the Charter on the Agenda for a vote in November at the General Assembly. Your initial response, which can be as simple as a “Yes”, does NOT commit you to supporting all the proposed changes – every member present at the General Assembly, either in person or by proxy, will have the opportunity to choose to support each proposal separately.
If, and only if, we can garner the support, via email, of at least 50% of the membership by October 2022 for the overall idea of modification, we can then put each proposition to the vote in November. As many of you know, each member in attendance at the meeting can carry up to five proxies and will commit to voting as instructed by their proxies. In actual numbers, given current membership figures:
Conclusion
Thank you for taking the time to read this explanation; the MGS exists because its members care about the organisation, which necessarily includes the roots and branches and not just the flowers.
For 25 of the 30 years that I lived in Greece, I had a wonderful garden in Psychico which included an enormous, unkempt, messy oleander, planted in the 1930s. Year after year, I would sweep up the leaves and fallen blossoms, gaze despairingly at its intimidating height of over five metres, and resolve to just sort of accommodate it and trim around the edges. Until the year that I didn’t, and dived into pruning it fairly ruthlessly; by the time I left Greece and returned to the US, it had rewarded the onslaught with exuberant growth, lushness and flowers. My hope is that we can all grit our teeth and do the same for the MGS.
THE MEDITERRANEAN GARDEN is the registered trademark of The Mediterranean Garden Society in the European Union, Australia, and the United States of America