Formation

• The association shall be known as the Embassy Gardens Residents’ Association which has been formed to represent the residents of the Embassy Gardens Development comprising the Ambassador and Capital Buildings (the “Private Estate”).

Aims

• The aims of the association are to:
  • Promote membership to all people eligible to join the association. The committee will actively seek to promote equal opportunities within the community and its membership.
  • Represent the view of the majority of members on matters of common interest relating to the Private Estate and the local environment.
  • Consult with the lessor and/or its managing agent;
  • Preserve and improve, where required, the amenities enjoyed by members;
  • Build a partnership and improve communication between landlord and the membership.
  • Regularly consult with and provide information to members.
  • Monitor the association, its work, finances and membership.
  • For the purpose of aforesaid, to employ solicitors, counsel, surveyors, engineers, accountants and other professional or qualified persons to advise the association.
  • Do such other things, ancillary to the preceding aims, as may seem desirable to the Association.

Members

• Any [leaseholder] may upon application [and payment of the annual association fee] become a member.
  • Only leaseholders can be admitted as full members. Leaseholders are only entitled to one vote per apartment A company that is a leaseholder of an apartment shall be eligible for membership.
  • The committee may admit any other resident as an honorary member.
  • In the rules the word “Member” shall, unless the context otherwise requires, mean a full member. Honorary members are limited to the right to attend and speak (but not vote) at any general meeting of the association.
  • A record of all members in the current year shall be kept by the Secretary of the association.
  • Membership shall automatically cease on the sale of the leasehold interest in the apartment in the Private Estate by the member or, in the case of an honorary member, ceasing to be a resident in the Private Estate.

Subscriptions

• Each person on applying to become a member (including honorary members) of the association, and annually in each year thereafter, shall pay an annual subscription fee.
  • Until otherwise determined by association in general meeting the subscription fee shall be £[nil].
  • Each member shall pay subscriptions in accordance with the resolution of the association in general meeting.
  • The committee may expel any member or honorary member who shall after 21 days’ notice, addressed to him and sent by post or email or delivered at his/her apartment on the Private Estate, remains in default in paying any subscription.
  • The association will use the annual subscriptions to further the aims of the association as set out in paragraph 2.

Annual General Meetings

• The association will hold an Annual General Meeting (AGM) once each calendar year, and not more than 15 months shall pass between the date of one AGM and the next.
  • The AGM will:
    • Review the minutes of the previous AGM.
    • Receive an annual report from the committee on its work in the past year.
    • Present accounts to members.
    • Elect the committee.
    • Agree the annual rate of subscription.
    • Consider any resolutions put forward by members.
    • Vote on any amendments proposed to this constitution.
  • All members shall be given 21 days written notice of the AGM.
  • Any resolutions proposed by members, including proposed changes to the constitution or nominations to the committee, must notified and sent to the secretary in writing at least 7 days before the AGM.
  • The agenda, minutes of the last AGM, details of nominations to the committee and any resolutions to be considered (which includes any proposed changes to the constitution) must be sent to all members at least 7 days prior to the AGM.
  • The quorum for all AGMs shall be [ten] members or [10%] of the membership, whichever is the most. If a quorum is not present, the meeting shall be adjourned to another day when members present shall form a quorum or, in the event of two meetings being called without a quorum being present, on the third time of calling.
  • All members shall have the right to speak (subject to control of the chairperson) to speak at any general meeting.

Special general meetings

• A special general meeting may be called by the committee and must be called by the committee if requested by at least [five] members or 10% of the membership, whichever is the most, at least 14 days before the date on which those members request the meeting to be held.
  • The secretary must send to each member written notice of a special general meeting seven days in advance of the meeting which shall take place within 21 days of the request.
  • The notice shall indicate in general terms the principal business to be considered at the meeting.
  • The quorum for a special general meeting shall be [ten] members or [10%] of the membership, whichever is the most. If a quorum is not present, the meeting shall be adjourned to another day when members present shall form a quorum or, in the event of two meetings being called in quick succession without a quorum being present, a quorum will be deemed present on the third time of calling.

Voting

• All members shall have the right to vote on any resolution before any general meeting. Resolutions require a simple majority of members present or represented in a poll to be carried at general meeting.
  • Any member entitled to vote may demand a poll which shall be taken immediately.
  • Any member entitled to vote may authorise in writing (such authority to be satisfactory to the chairperson) another member to vote on their behalf in a poll.
  • In the event of the equality of votes on any resolution on a show of hands, the chairperson shall immediately call a poll.
  • In the event of the equality of votes on any resolution in a poll, the chairperson shall have the casting vote.

The committee

• The committee shall direct and monitor the work, finances and membership of the association in pursuit of the association’s aims set out in paragraph 2.
  • The committee shall consist of not less than [three] members who shall be elected by remaining members of the association.
  • At each annual general meeting (AGM) all committee members shall resign but shall be deemed to be re-elected (if willing to act) in absence of other nominees.
  • Unless the chairperson otherwise decides, no person shall be nominated for membership of the committee unless at least 7 days prior to the annual general meeting, 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.
  • There shall be at least [four] committee meetings each year. The quorum for committee meetings is no less than 50% of the committee’s members. If a quorum is not present, the meeting shall be adjourned to another day when members present shall form a quorum or, in the event of two meetings being called in quick succession without a quorum being present, a quorum will be deemed present on the third time of calling.
  • All committee members shall be given not less than 7 days’ notice of each committee meeting.
  • All committee members shall have the right to vote on any resolution before any meeting. Resolutions require a simple majority of members present or represented in a poll to be carried at a meeting. Such votes shall be binding on the committee.
  • There shall be no more than [two] committee members from the same household.
  • The committee may from time to time as necessary create any sub-committees and/or working parties on a permanent or temporary basis. The members of any such sub-committee or working party shall be selected by the committee and shall include at least one committee member. Any such sub-committees or working parties shall report to the committee for decision-making.
  • The committee may co-opt members onto the committee in order to fill vacancies that occur during the year to ensure appropriate representation of all members.
  • Committee members shall declare any potential conflict of interest and withdraw from discussion and voting where appropriate.
  • Committee members must not divulge any association business which is treated as confidential to other persons or organisations.
  • All committee meetings are open to all members as observers and shall be minuted.

Officers

• The committee shall elect the following positions:
  • A chairperson (who shall be chairperson of the association and remain such until a new one shall be elected).
  • A secretary (who shall be secretary of the association and remain such until a new one shall be elected). The secretary shall keep and make available for inspection whenever requested to do so by a member:
    • A record of the business transacted at general meetings and committee meetings.
    • Copies of all written and notes of all oral communications with the landlord and/or agent and any replies received.
  • A treasurer (who shall be treasurer of the association and remain such until a new one shall be elected).
  • Auditors: The Association in general meeting shall appoint two members (not being members of the committee) to act as auditors.

Minutes

• All formal meetings such as committee meetings, special general meetings and AGMs shall be minuted and the minutes formally approved by the next meeting of the committee or in general meeting.
  • All minutes shall be available for inspection by members of the association.

Finance

• The treasurer shall have control of funds of the Association and, save where required for immediate expenditure, he/she shall pay the same into a bank account or building society as directed by the committee.
  • 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.
  • The committee is not authorised to incur any overdraft.
  • All cheques or requests for cheques or warrants shall be signed by the treasurer or secretary and one of the committee.
  • The financial year shall end on 31 December up to which date any annual statement of accounts and balance sheet be submitted for approval at the subsequent annual general meeting.
  • Financial accounts should be open to inspection by members on request.

Breaches of the Constitution and Enforcement

• In the event, any member breaches this Constitution:
  • The committee may write to the offending member to seek such corrective action as may be fair and reasonable. Failure to correct such breaches after written warning could lead to the member having membership of the Association suspended or ended, if the committee so agree by a two thirds majority vote at a committee meeting at which a quorum is present.
  • Notification of suspension of a member must be given in writing to the member with a copy of the Constitution attached.
  • Any member who has been suspended or had their membership terminated shall have the right to appeal to the committee.
  • The decision of the appeal shall be binding on both parties.

Dissolution of the association

• The association can only be dissolved by a special general meeting called specifically to consider a motion to dissolve the association.
  • All members shall be given 21 days written notice of such a meeting, which shall contain the wording of the resolution.
  • The association can only be dissolved if two-thirds of members present at a special general meeting vote for a motion to ‘dissolve the association’.
  • 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 majority of the membership.

Indemnity

• 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

• These rules may be varied or added to by resolution of the Association in general meeting, passed by a majority of at least two thirds of the members present in person or by proxy under rule 7.0, of which resolution notice shall be given in the notice convening the meeting.

Complaints

• All complaints or suggestions on matters regarding the Association shall be to the secretary, preferably in writing.

Equal Opportunity

• The Association shall uphold equal opportunities and work for good relations among the community, specifically prohibiting any conduct which discriminates or harasses on the grounds of race, gender, age, sexuality, disability or religion.

Committee

• The members of the committee are:
  1. Chairperson…………………………………….
  2. Secretary…………………………………………
  3. Treasurer…………………………………………
  4. Officer……………………………………………..
  5. Officer……………………………………………..
  6. Officer……………………………………………..
  7. Officer……………………………………………..
  8. Officer……………………………………………..
  9. Officer……………………………………………..