Tavern Quay Residents’ Association Constitution
WE, THE UNDERSIGNED, having resolved to form an Association to represent the interests of the leaseholders of development known as Tavern Quay, on matters of common interest, have further resolved to adopt the rules of the Association uannexed hereto which we have signed for identification purposes.
Updated 6th June 2018
1.0 The Association shall be called Tavern Quay Residents' Association (the “Association”)
Objects
2.0 The objects of the Association, subject to having enough funds to act on behalf of the members, are:
2.1 to represent the leaseholders on matters of common interest;
2.2 to preserve and improve, where required, the amenities enjoyed by leaseholders;
2.3 for the purposes of 2.1 and 2.2: (i) to consult with the freeholder and/or lessor and/or its managing agent; and (ii) to employ solicitors, counsel, surveyors, engineers, accountants and other professional or qualified persons to advise the Association; and
2.4 to do such other things, ancillary to the preceding objects, as may seem desirable to the Association.
Members and voting rights
3.0 Any leaseholder may upon application and payment of the entrance fee become a full member and it is further noted that:
3.1 Only one vote per flat/house will be given in the case of joint leaseholders. A company that is a leaseholder of a flat/house shall be eligible for membership. A leaseholder may appoint a third party to represent them on their behalf. Such appointment and any changes thereto must be made in writing to the Committee.
3.2 The Committee may admit any other person as an honorary member.
3.3 In the rules the word “Member” shall, unless the context otherwise requires, mean a full member. Honorary members shall have neither rights nor obligations, except they shall have the right to attend and speak (but not vote) at any general meeting of the Association (a “General Meeting”).
3.4 All members (full and honorary) must adhere to the Association’s Code of Conduct (as set out in Schedule 1 hereto, the "Code of Conduct"). Any person will be deemed to have adhered to the Code of Conduct upon submission of the membership application under rule 7 below.
3.5 Any members that are deemed, by a majority of those present at a meeting, to be failing to abide by the Code of Conduct will be excluded and forfeit their subscription fee. Any member so excluded shall have a right of appeal to the following General Meeting.
Committee
4.0 The Committee shall consist of not less than five, and not more than seven, members who shall be elected by the remaining members of the Association. It is noted that:
4.1 No two or more Committee members may be from the same household.
4.2 No member may be appointed as Chairperson of the Committee for more than three consecutive years.
4.3 At each annual general meeting (“AGM”) all committee members shall resign but shall be deemed to be re-elected (if willing to act as Committee members) in absence of other nominees.
4.4 Unless the Chairperson otherwise decides, no person shall be nominated for membership of the Committee unless at least 7 days prior to the AGM, written notice of such nominations shall be given to the Secretary, save that existing members of the Committee shall be deemed to be duly nominated.
4.5 If a Committee member wishes to resign ahead of the AGM they must notify the Chairperson and Secretary of such intention. Resignation shall take effect 30 days following receipt of such notice by the Chairperson and Secretary. The Committee will then decide whether to coopt a new member for the remaining period or to hold a by-election for that position.
4.6 If any Committee member is deemed (by a majority of the Committee members) to be failing to abide by the Code of Conduct, they shall be excluded from the Committee. Any Committee member so excluded shall have a right of appeal to the following General Meeting.
Officers
5.0 The Committee members will become the Officers of the Association and shall elect/appoint from within the Committee:
5.1 A CHAIRPERSON, responsible for the conduct of the meetings of the Association and who shall remain as such until a new one is elected/appointed.
5.2 A SECRETARY, who shall be responsible for the convening of all meetings and the giving of the prescribed notice to members. S/he shall ensure that a proper record is kept of all General Meetings of the Association (and its Committee) in the form of minutes and shall deliver up such records as required by the Committee or General Meeting. The Secretary shall permit the approved minutes to be examined on receipt of not less than 7 days' notice by any two members of the Association. S/he shall maintain a register of the Members of the Association. S/he will keep copies of all written communications with the freeholder and/or lessor and/or managing agent and any replies received.
5.3 A TREASURER, who shall open and maintain a banking/building society account in the name of the Association. All payments shall be authorised and/or signed by the Treasurer and one of two other Committee members nominated by the Committee as signatories. The Treasurer shall keep proper accounts of income and expenditure and report on them or deliver them up as required by the Committee or General Meeting. Such accounts shall be audited by a qualified accountant or two members (not being part of the Committee).
5.4 Any other formal roles of the Committee as deemed appropriate by a majority of the Committee membership.
Meetings
6.0 Following the initial meeting that incorporates the Association, the procedure for meetings is as follows:
6.1 The Committee shall meet as necessary and not less than eight times in each year (each a “Committee Meeting”).
6.2 Not less than two of the Committee Meetings in each year shall be General Meetings of the Association open to all members to speak and vote and which will be subject to rule 6.6 below. For the avoidance of doubt, one of these two meetings shall be an AGM. The decisions of General Meetings of the Association shall be binding on the Committee, which shall implement them in accordance with this Constitution subject to having enough funds to do so. All decisions shall be taken by a simple majority of full members present and voting. All members shall be given not less than fourteen days’ notice of any General Meeting.
6.3 The quorum for Committee Meetings will be four Committee members.
6.4 The Committee shall call an AGM of the Association each year in the month of June. Not less than 14 days’ notice of the AGM shall be given to all members and all those eligible for membership at his/her flat/house. A report shall be given at the AGM by the Chairperson indicating the Association’s work over the past year.
6.5 Special general meetings shall be called on the requirement of the Committee or of at least 25% of full members (each a “Special General Meeting”). The Secretary shall give not less than seven days' notice of the holding of a Special General Meeting, which shall take place within 21 days of the receipt of the request or petition. The notice shall indicate in general terms the principle business to be considered at the meeting.
6.6 At any General Meeting (including any Special General Meeting and AGM), 10% of the membership shall constitute a quorum, and if not present, the meeting shall be adjourned to another day when members present shall form a quorum.
6.7 Seven days’ notice in writing must be given to the Secretary of any resolution to be moved (which must have a proposer and a seconder) at the General Meeting unless such resolution is admitted by the Chairperson at the meeting.
6.8 A notice containing all resolutions and nominations to be moved, with the names of those proposing and seconding each resolution or nomination, shall be kept by the Secretary and be available for inspection by any member for seven days before the General Meeting.
6.9 All members shall have the right (subject to control of the Chairperson) to speak at any General Meeting.
6.10 All Members shall have the right to vote on any resolution before any General Meeting by submitting their vote to the Chairperson.
6.11 Any Member entitled to vote may demand a poll which shall be taken forthwith.
6.12 Any Member entitled to vote may authorise in writing (such authority to be satisfactory to the Chairperson) another Member to vote on his/her behalf.
6.13 In the event of the equality of votes on any resolution the Chairperson shall have the casting vote.
Subscriptions and Funds
7.0 Each person on applying to become a member of the Association shall pay an entrance fee. Upon submission of the membership application, each person will be deemed to have adhered to this Constitution (and will, therefore, be deemed a signatory hereof) and the Code of Conduct.
7.1 Until otherwise determined by the Association in a General Meeting, the entrance fee shall be £12 per year per flat/house.
7.2 The entrance fee will be pro-rata accordingly for new members, who will need to pay up in advance for the month that they wish to begin membership up until the end of the financial year (see rule 8.4 below). For example, if a new member wishes to begin in July, they will pay £9 for 9 months (up until the end of March the following year).
7.3 Each member shall pay subscriptions in accordance with the resolution of the Association in a General Meeting.
7.4 Members are not entitled to a refund of the entrance fee unless in exceptional circumstances approved by a majority of the Committee.
7.5 The Committee may expel any member who shall after 30 days’ notice, addressed to him/her and sent by post to or delivered at his/her flat/house at Tavern Quay, remains in default in paying any subscription.
7.6 The Committee may seek to raise further funds in exceptional circumstances (i.e. a “special purpose fund”) from members who are affected by an issue regarded as ‘material’. Where this is considered to be required, a Special Resolution will need to be passed at a General Meeting. The Committee shall not be expected to take any action (or otherwise initiate any work) in respect of such issue before having fully received the required funds from the relevant affected members.
Finance
8.0 The Treasurer shall have control over the funds of the Association.
8.1 The property and funds of the Association shall be held and administered by the Committee and resolution of the Committee shall be sufficient authority for any payments from the bank or building society accounts.
8.2 The Committee is not authorised to incur any overdraft.
8.3 All cheques or requests for cheques or warrants shall be signed by the Treasurer and one of two other Committee members nominated by the Committee as signatories.
8.4 The financial year shall end on 31st March up to which date any annual statement of accounts and balance sheet be submitted for approval at the subsequent AGM.
Indemnity
9.0 The members of the Association shall indemnify the officers of the Association and members of the Committee against all liability incurred by them in good faith on behalf and in the name of the Association acting within their authority.
Alteration of Rules
10.0 These rules may be varied or added to by resolution of the Association in a General Meeting, passed by a majority of at least two thirds of the members present in person or by proxy under rule 6.10 and 6.12, of which resolution notice shall be given in the notice convening the meeting.
Complaints
11.0 All complaints or suggestions on matters regarding the Association shall be sent to the generic committee email address, which will be publicised in all formal communications.
11.1 Any complainant will be responded to within 14 days with details of how the Committee proposes to handle the complaint and the name of the individual appointed to investigate.
11.2 The Committee has the power to agree the process for responding to and handling complaints and may appoint one of its members or an external individual to investigate.
Dissolution
12.0 The Association may be dissolved if the number of full members at any time falls below 10 members and the Committee so resolves, or if the Association in General Meeting so resolves by a majority of at least two thirds of the members present in person or by proxy under rule 6.10 and 6.12 of which resolution notice shall be given in the notice convening the meeting.
12.1 On such dissolution any balance of the funds of the Association shall be distributed equally between the then members (who are not in arrears with their subscriptions) OR shall be paid to a suitable charity to be decided upon by a simple majority of the membership.
Data Protection
13.0 Personal details provided by Members shall be kept secure by the Committee and will not be forwarded on to third parties unless written consent has been provided to do otherwise.
13.1 The Committee shall review its Privacy Policy each year.
Notices
14.0 For the purposes of this Constitution, any notice or communication to be addressed to the Committee shall be sent to the following email address (or any other email address to be communicated by the Committee to the members, from time to time): committee@tqra.co.uk
14.1 Any notice or communication to be addressed to the Chairperson and/or Secretary shall be sent to the following email addresses (or any other email address to be communicated by the Committee to the members, from time to time): chairperson@tqra.co.uk and/or secretary@tqra.co.uk (as applicable). In any event, all such notices and communications shall be sent with a copy to the Committee at committee@tqra.co.uk (or any other email address to be communicated by the Committee to the members, from time to time).
14.2 Any notice or communication to be served upon or sent to a member may be sent prepaid through the post, by email or facsimile transmission, and will be addressed to such member at the address supplied by him or her to the Committee for the purposes of giving notice to him or her.
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Original Constitution agreed by TQRA Committee (24/07/2017) and subsequently signed on 25/08/2017.
Amended at TQRA AGM: 06/06/2018
SCHEDULE 1
Code of Conduct – Tavern Quay Residents’ Association
This Code of Conduct explains how members of Tavern Quays Residents’ Association are expected to carry out their duties whilst representing the Association. All members agree to abide by the Code of Conduct laid out below. Any breaches of the code will result in the suspension of membership until such time as the matter can be heard, in full, by a General Meeting of the association.
Confidentiality
The business of the association may involve members in dealing with issues that are sensitive. Members must exercise discretion and care in performing their duties and responsibilities. If confidential information is provided, it may only be used for the business of the meeting and it must not be passed on to anyone outside of that meeting. Such information will not in any case include any personal information about individuals, except at that individual’s written request.
Conduct at meetings
Members will at all times observe points detailed below while attending or taking part in any meeting.
· To be courteous to each other and support and assist other members in seeking the best possible solution to problems being discussed.
· To allow each other the opportunity to speak and comment.
· To follow the guidance of the chairperson conducting the meeting.
· To remember that you are representing the views of the community and are accountable to the association.
· To remember that the purpose of any meeting is to benefit the residents generally and not specific individuals.
· To bear in mind the rights of individual residents and the duties of council employees when proposing solutions to problems.
· Not to speak or write on behalf of the association without the prior agreement of the association. Any correspondence sent on behalf of the association should be made available to any member that requests it.
Conduct at all times when acting on behalf of the Association
Members will at all times observe the following while attending or taking part in any meeting or when otherwise acting on behalf of the Association:
· To operate within the rules laid down in the Constitution.