Vanbrugh Court Residents Association Constitution

(as amended at 2012 AGM)

1.   Name

The name of the Association shall be the Vanbrugh Court Residents’ Association (hereinafter called “the Association”).

2.   Object

The Association shall have as its object:

a)   To exercise the rights conferred upon the Association by recognition under the Landlord and Tenant Act 1985 or such other statutory rights that may be given by any subsequent enactment;

b)  The supervision of the maintenance and improvement of property and its amenities, including financial implications;

c)  The furtherance of the community interest of its members.

The Association may do anything lawful that may be necessary in order to promote its Objects, including the use of the following powers:

a)  To negotiate with the landlord of Vanbrugh Court and its managing agent;

b)  To assess the impact on residents of any planning, development and traffic proposals in the wider neighbourhood and to make representations to the appropriate authorities and organisations as necessary;

c)   To organise events for residents and others the Committee may invite;

d)  To join any umbrella, co-ordinating or network organisations in the area through which the interests of residents can be promoted;

e)  To employ and pay any employees, officers, servants and professional or other advisers;

f)   To raise funds and receive contributions or grants;

g)  To promote, encourage or undertake study or research relevant to the interests of residents and disseminate the results of such;

h)  To produce, print and publish anything in written, oral, visual or electronic media in furtherance of the objects;

i)   To support or join with any charitable companies, institutions, societies or associations whose objects are the same as or similar to its own;

j)   To open and operate banking accounts and other banking facilities.

3.   Membership

a)  Membership shall be open to all tenants (leaseholders) and sub-tenants of Vanbrugh Court, excluding the landlord, his employees, connected persons, officers or agents of same;

b)  All tenants and sub-tenants will be considered to be members free of charge unless they opt out in writing to the Hon. Secretary;

c)  Additionally, payment of the annual subscription will entitle the member to receive relevant communications from the Association and to be able to vote on Association matters, subject to paragraph 8 below;

d)  Members of the Association shall be governed by its Constitution;

e)  Those whose subscription is not in arrears and who have been a member for at least 6 weeks shall be entitled to vote in any meeting of the Association, subject to paragraph 8 below;

f)  Membership of the Association shall terminate

i) upon a member giving written notice to that effect to the Hon. Secretary, or

ii) upon a member ceasing to be a tenant or sub-tenant of Vanbrugh Court;

g) If a member’s subscription is more than 2 months in arrears at the time of the Annual General Meeting s/he loses her/his rights to vote and stand for office or the Committee at the AGM.

4.   Diversity & Equality

The Association will operate, at all times, without prejudice to age, citizenship, disability, ethnic origins, gender, health status, marital status, medical status, race, religion, residency status, sexuality or the actual or perceived status or association with any of the foregoing.

5.   Committee

a)  The Committee of the Association shall consist of the officers and other members;

b)  The officers of the Committee shall be the Chairman, the Hon. Secretary and the Hon. Treasurer;

c)  No officer shall serve more than six years in the same capacity, except by the express resolution of the AGM each year;

d) The other members of the Committee shall be at least two and not more than seven paid-up members of the Association;

e) The election of the Committee and its officers shall take place at the AGM in accordance with paragraph 7 below;

f)  Officers and committee members so elected shall hold office until the following AGM, when they shall be eligible for re-election;

h)  The Committee may co-opt up to three extra members if it should consider such to be necessary;

i)  By co-opting a member or members the Committee may fill any vacancy occurring on the Committee or among the officers for the remainder of the term of office of that Committee;

j)  The Committee may appoint sub-committees whose membership shall consist of any members of the Association.  Any decision of such a sub-committee is to be subject to confirmation by the Committee;

k)  The Committee may meet as and when required.  The quorum for such meetings shall be four voting members, at least one of whom must be an officer.

l) Any committee member may lodge a written proxy vote on any matter.

6.   Meetings

a)  Annual General Meeting (AGM) of the Association shall be held not later than 31 May in each calendar year;

b)  Extraordinary General Meetings (EGM) of the Association may be convened at any time by the Hon. Secretary, either upon written instructions of the Committee or following the receipt of a request signed by no fewer than ten voting members of the Association;

c)  An Ordinary General Meeting may be convened at any time by the Committee;

d)  At least twenty-one days’ written notice shall be given to the members of an AGM and fourteen of an EGM;

e)  The agenda for an AGM or EGM shall be circulated not less than seven days before such meeting.

7.   Proceedings at meetings

a)  At the AGM or at an EGM, 10% of the voting members shall constitute a quorum.  If sufficient members are not present, the meeting shall be adjourned to another day.  Fourteen days notice shall be given of the new date to all members, and those present at the adjourned meeting shall constitute a quorum for the new meeting;

b)  Fourteen days’ notice in writing must be given to the Hon. Secretary of any   resolution to be moved at a meeting unless the Chairman in his discretion agrees to admit a resolution without such notice;

c)  Nominations for the posts of officers and members of the Committee shall be proposed and seconded by two voting members of the Association and must include the written consent of the nominee.  Such nomination shall be notified to the Hon. Secretary at least seven days in advance of the AGM unless the Chairman in his discretion admits the nomination at said meeting;

d)  Except for resolutions specified in sub-clause 6e) above, voting at a meeting shall be by a show of hands and votes shall be decided by a simple majority.  A ballot may be held if a majority of the voting members attending the meeting so decides.  In the case of a tied vote, the Chairman shall have the casting vote;

e)  Resolutions to:

i) alter the subscriptions,

ii) amend the Constitution, or

iii) wind up the Association

may only be moved at an AGM or EGM.  Such resolutions must be passed by 60% of those voting members present and voting.

8.   Voting

There shall be a maximum of one vote exercisable in respect of any one residential unit, subject to the following:

a)  Where both a tenant and a sub-tenant of any single residential unit are members of the Association, the vote exercisable shall be the vote of the superior tenant;

b)  A member of the Association may authorize another person to attend General Meetings as a proxy and to vote on behalf of the absent member.  Such authorization shall be lodged in writing with the Hon. Secretary before the start of any meeting.

9.   Finance

a) The property and funds of the Association shall be held and administered by the Committee;

b) The Committee has the right to levy an annual subscription fee, the amount to be agreed at each AGM;

c) Any banking account and/or Building Society account shall be maintained in the name of the Association.  The Chairman, Hon. Secretary and Hon. Treasurer shall be signatories to the accounts.  All cheques or withdrawals shall be signed/authorised by two officers;

d) Subject to the approval of the Committee, the Hon. Treasurer shall have power to spend the Association’s funds on such expenditure as generally furthers the object of the Association (as defined in Clause 2 above);

e) The Hon. Treasurer shall have power to reimburse any Committee member for reasonable and previously agreed expenses incurred in connection with the Association’s activities;

f) The financial year of the Association shall end on 31 March, up to which date an Annual Statement of Accounts and a Balance Sheet shall be prepared and submitted for approval at the subsequent AGM;

g) The Auditor shall be appointed by resolution at the AGM.  Committee members shall not be eligible for appointment as Auditors;

h)  Paid-up members’ subscriptions for each year or part year shall be due and payable by 31 May each year.  Members joining the Association less than 6 months before this date shall be deemed to have paid their subscription for the whole of the following year.

9.   Notices

All notices required under this Constitution must be in writing and should be sent to the Hon. Secretary.

10.   Alterations to the Constitution

No alterations to the Constitution of the Association shall be made except at an AGM or EGM.

11.   Complaints/disagreements/suggestions

Complaints and suggestions on matters concerning the Association together with any disagreements as to its conduct or policies shall be made in writing to the Hon.  Secretary.

12.   Disclaimer

Any advice or assistance given or rendered to members or any action taken by the Association acting through the Committee in the name of the Association’s members shall be without liability or responsibility on the part of the Committee for any loss or damage. Members should take independent professional advice in all matters affecting their interests or where possible conflict could arise between members.

13.   Winding up

The Association may be wound up if a resolution to such effect is passed by two-thirds of the voting members present at an AGM or EGM, in accordance with clause 7e) above.  At this point a fixed time-scale should be established to produce final accounts after which the available funds will be divided equally among the members who were paid-up at the time of the dissolution of the Association.

May 2006

Formally adopted by the AGM of 25 May 2006

Amended at AGM of 26 May 2009 (para 5c)

Amended at AGM of 30 May 2012 (para 5c and d)