THE CONSTITUTION OF THE PROGRESS RESIDENTS ASSOCIATION
1. DEFINITIONS
Throughout this document, the following words, phrases and groups of upper-case letters shall have the meanings ascribed to them in this clause.
a. AGM – an annual general meeting of the Association.
b. Article 4 Direction – as ascribed to it in section 4(2) of the Town and Country Planning (General Permitted Development) Order 1995 or any re-enactment thereof.
c. Association - The Progress Residents Association.
d. Chair – the Member who for the time being presides over Committee meetings, AGMs, Public Meetings and SGMs.
e. Committee - the Members who for the time being are responsible for conducting the Association’s business and affairs. ‘Committee members’ shall be interpreted throughout the Constitution accordingly.
f. Conservation Area – as ascribed to it in ss 69 and 70 of the Planning (Listed Buildings and Conservation Areas) Act 1990 or any re-enactment thereof.
g. Constitution – this document.
h. Estate – the houses together with all the other buildings, roads, land and public areas that comprise the Progress Estate Conservation Area as defined in the Progress Estate Conservation Area Appraisal adopted by Greenwich Council in December, 2007.
i. Member - a Resident who has attained their eighteenth birthday and who pays any Subscription due. ‘Membership’ shall be interpreted accordingly.
j. Non-resident Member – a member who is not a Resident and who pays any Subscription due. ‘Non-resident Membership’ shall be interpreted accordingly.
k. Officer – a member of the Committee who is the Chair, Vice Chair, Treasurer or Secretary.
l. Public Meeting – a meeting or event where no Resolutions will be proposed to which the Committee invites all Residents.
m. Resident – any person who for the time being lives on the Estate.
n. Resolution – a motion upon which Members are invited to vote at an AGM or SGM or upon which Committee members are invited to vote at a Committee meeting. ‘Resolved’ shall be interpreted throughout the Constitution accordingly.
o. Secretary - the Member who for the time being records the decisions of the Committee and the votes cast in favour and against Resolutions at AGMs and SGMs.
p. SGM – a special general meeting of the Association.
q. Sub-committee – a group of people comprising two or more Committee members and Members or other individuals as approved by the Committee. ‘Sub-committee members’ shall be interpreted throughout the Constitution accordingly.
r. Subscription – monies Members decide, by Resolution, to invite Members and/or Non-resident Members to pay in order to support the Association’s activities.
s. Treasurer – the Member who for the time being manages the financial affairs of the Association.
t. Vice-Chair - the Member who for the time being deputises for the Chair if the latter is not present at Committee meetings, AGMs, Public Meetings and SGMs.
2. THE AIMS OF THE ASSOCIATION
a. To represent the views and interests of all Residents in appropriate forums be these recognised organisations, groupings or otherwise.
b. To promote and encourage a sense of community amongst Residents.
c. To monitor proposed alterations to, developments on and maintenance of the Estate with a view to ensuring they are in keeping with its designation as a Conservation Area covered by an Article 4 Direction.
d. To exercise influence to ensure, insofar as is possible, that Residents receive the best possible housing, environmental and community-related services.
3. ANNUAL GENERAL MEETING
a. The Committee shall call an AGM in December each year.
b. A notice will be issued under clause 6 hereof and will include an agenda agreed by the Committee of the Resolutions that the Chair (or Vice Chair as the case may be) will ask the Members present to adopt or reject by voting in accordance with clause 6(d) hereof. These Resolutions will include:
i. reports for the twelve months to the preceding 30th September by or on behalf of:
1. the Committee
2. all Sub-committees
3. the Treasurer, whose report will include the Association’s accounts for the said twelve-month period.
ii. the Association’s continuing affiliation to any organisation to whom the Committee or any preceding AGM has affiliated the Association.
iii. as a series of individual Resolutions:
1. the names of the people offering themselves for election or re-election as Officers, noting if the person concerned:
a. has served in the same Office for two or more consecutive years
or
b. has served as a Committee member for less than six months
2. the names of other Members offering themselves for election or re-election to the Committee. In the event of there being more than eight valid nominations the first eight received will be voted on first and the remainder in the order in which they were received until a maximum of eight people are elected.
iv. The Subscriptions, if any, Members and/or Non-resident Members will be asked to pay during the forthcoming twelve-month period.
c. Subject to clause 7(i) hereof, any Member may add a Resolution to the agenda by putting it in writing and ensuring it is received by the Secretary not less than seven days before the date of the AGM. The Secretary will verbally announce any such additional Resolutions at the commencement of the AGM; the written notice of the AGM will not be reissued.
d. The Committee may invite persons other than Members to any AGM if they believe their attendance is likely to further the Association’s aims under clause 2 hereof. For the avoidance of doubt, such people will not be able to vote on any Resolution although they will be able to address the AGM if the Chair (or Vice Chair as the case may be) agrees.
e. Voting shall be in accordance with clause 6(d) hereof.
4. PUBLIC MEETINGS
a. The Committee is not bound to call Public Meetings but may do so if it so chooses.
b. A notice will be issued under clause 6 hereof. It will include a statement of the reasons why the Committee has called the Public Meeting.
5. SPECIAL GENERAL MEETINGS
a. An SGM may be called at any time by:
i. the Chair, or
ii. the Secretary if so requested in writing by ten or more Members living at different addresses on the Estate.
b. A notice will be issued under clause 6 hereof which will include the Resolutions that will be proposed.
c. If an SGM is called to dissolve the Association a Resolution to this effect must be the only Resolution on which those present will be invited to vote.
d. Voting shall be in accordance with clause 6(d) hereof.
6. NOTICES OF AGMs, PUBLIC MEETINGS AND SGMs, VOTING PROCEDURES AND MINUTES
a. For the purposes of this clause, AGMs, Public Meetings and SGMs are collectively called Meetings.
b. Members will be given not less than fourteen days’ notice of a Meeting. Each notice will specify the date of the Meeting, the time it will commence and the venue at which it will be held.
c. If in the opinion of those convening an AGM under clause 3 hereof or an SGM under clause 5 hereof it is not possible to give written notice to all Members, they will make every effort to publish a notice in at least two of the following three places at least fourteen days before the date on which it is to be held:
i. a local newspaper
ii. a regularly-published local magazine
iii. the Association’s website
d. Voting will be by a show of hands of the Members present at a Meeting. Each Resolution will be passed by a simple majority of those Members who vote unless it is a vote under clause 10 or 12 hereof in which case the relevant parts of those clauses shall apply. In the event of a tied vote the Chair (or in his absence the Vice Chair) shall have a casting vote. The decisions of Meetings shall be binding on the Committee.
e. All Members providing the Secretary with a pre-addressed and pre-paid envelope will be sent the minutes of a Meeting twenty-one days after the date on which it is held.
7. COMMITTEE MEETINGS AND THE COMMITTEE’S POWERS AND LIMITATIONS
a. The Committee shall meet at such times as the Chair decides but not less than four times in each calendar year.
b. Where the Chair believes an urgent decision or action is required between one Committee meeting and the next he may authorise this in consultation with such other Committee members as he considers relevant. He shall then ensure the issue is included on the agenda for the next following Committee meeting.
c. The Chair or an Officer selected by the Chair shall provide the Committee with an agenda not less than seven days before each meeting. This will specify:
i. the date of the meeting
ii. the time it will commence
iii. the venue at which it will be held
iv. an agenda of the matters to be discussed and where necessary Resolved by the Committee at the meeting.
d. In the event that any matter to be resolved is not resolved unanimously, the Committee members present will (subject to sub-clause (e) below) vote by a show of hands. Such Resolutions will be passed by a simple majority of those Committee members who vote. In the event of a tied vote the Chair (or in his absence the Vice Chair) shall have a casting vote.
e. A Committee member who has an actual or fiduciary interest in any matter to be discussed shall declare it prior to the commencement of any such discussion. The Chair (or in his absence the Vice-Chair) shall decide whether the said Committee member should be absent during the relevant discussion. If he is required to be absent he will not be allowed to vote if the matter is not resolved unanimously.
f. The Committee may create Sub-committees who will operate on these terms:
i. At least one Officer will be a member of each Sub-committee.
ii. Each Sub-committee’s terms of reference and the manner in which it is to record its activities must be documented by the Committee. A copy of the document pertaining to each Sub-committee must be given to every member of that Sub-committee. The terms may be subject to renewal by the Committee at prescribed intervals.
iii. A Sub-committee may only incur financial commitments with the prior knowledge and agreement of two Officers, one of whom must be the Treasurer.
iv. For the purpose of this sub-clause, a financial commitment is any agreement entered into by one or more Sub-committee members (‘the contractees’) and another party (‘the contractor’) under which performance by the contractor will result in the contractees, the Committee (jointly or severally) or the Association being liable to settle a debt to the contractor. For the avoidance of doubt, this sub-clause shall apply whether or not a Sub-committee member has negotiated a grant or other financial support designed to defray all or part of such a debt.
g. The Secretary (or in his absence such other member of the Committee as the Chair requests) shall provide the Committee with minutes of each Committee meeting within fourteen days of its taking place.
h. The Committee may affiliate the Association to any organisation it deems to be relevant to the pursuit of its aims under clause (2) hereof, subject to approval under clause 3(b)(ii) hereof at each AGM.
i. Any Committee member who fails to attend three consecutive Committee meetings will only be eligible to stand for re-election at the next AGM if a Resolution to this effect is passed at a Committee meeting held prior to the said AGM.
j. Notwithstanding anything herein to the contrary, the Committee may at its discretion co-opt up to two Members as Committee members irrespective of the number of Members who are Sub-committee members but not Committee members. The term of office of such co-opted Members will last until the next AGM when (subject to clause 7(i) hereof) they will be eligible to stand for election as Committee members.
k. In the event of an Officer resigning from the Committee between one AGM and the next, the Committee may appoint another Committee member or a Member co-opted under clause 7(j) hereof to fill the vacancy forthwith. Such a co-opted Member must have served as a Committee member for at least six months prior to an appointment under this Clause. Such an appointment will last until the next following AGM.
l. In the event that the Chair fails for any reason to fulfill his duties under this Constitution, the Vice Chair shall act as though he had been elected Chair until the next following AGM.
m. In the event that Members do not vote for one of their number to act as Chair, Vice-Chair, Treasurer or Secretary the Committee shall by Resolution, at its first meeting after the relevant AGM, appoint a Committee member to fill the vacant post and in these circumstances a Committee member may hold more than one such post.
8. NON-RESIDENT MEMBERS
The Committee may resolve to allow people who are not Residents to become Non-resident Members on such terms as they decide but subject to the following restrictions:
a. They will not be eligible to vote at any AGM or SGM.
b. They will not be eligible to stand for election as Committee members, nor may they nominate or second Officers or Committee members at the Association’s AGMs or SGMs.
Non-resident Members may however be invited to act as Sub-committee members.
9. RELEASE OF INFORMATION
The Chair or any Committee or sub-committee member nominated by him may submit the minutes of an AGM, Committee Members’ addresses and email addresses and Treasurer’s reports together with any other documentation agreed by the Chair to any organisation that has been asked to provide financial support to the Association by way of a grant or otherwise whether or not at the date of its release such support has been offered.
10. ALTERATION TO THE CONSTITUTION
Amendments to the Constitution may only be made by way of a Resolution proposed at an AGM or SGM. Notwithstanding the generality of clause 6(d) hereof, any such Resolution will only be passed if at least two-thirds of the Members who vote do so in its favour (fractions being rounded up).
11. QUORUMS
a. The quorum for a Committee meeting shall be one third of its members for the time being (fractions being rounded up) with a minimum of three and at least one
of those present must be an Officer.
b. The quorum for a Sub-committee meeting shall be one third of its members for the time being (fractions being rounded up) with a minimum of two.
c. The quorum for:
i. an AGM or
ii. an SGM (other than an SGM called to Dissolve the Association)
shall be two Officers and four Members. If clause 7(m) hereof applies, the two Officers may comprise one Committee member.
12. DISSOLUTION
a. If the Committee, or if the Committee no longer exists ten or more Members living at different addresses, decide the Association should be dissolved, they shall call an SGM under clause 5 hereof. If the Committee no longer exists these Members shall appoint one of their number to act as secretary for the sole purpose of:
i. giving notice of the SGM in accordance with clause 5 hereof.
ii. recording the votes cast for and against the Resolution to dissolve the Association.
iii. recording the name(s) of the charity(ies) the meeting decides should receive any surplus assets of the Association under clause 12(c) hereof.
b. For the sole purpose of an SGM convened to dissolve the Association a quorum will be three Members. Notwithstanding the generality of clause 6(d) hereof, a Resolution to dissolve the Association will be passed if at least three Members vote in its favour and their votes represent not less than two-thirds of all the votes cast, voting being by a show of hands and fractions being rounded up.
c. If the Association has assets, financial or otherwise, remaining after all its liabilities have been met, they shall be distributed to one or more registered charities active in the Royal Borough of Greenwich.
13. INTERPRETATION
a. The clause numbers and headings and page numbers of this Constitution are included for ease of reference only and should not be interpreted as forming any part thereof.
b. Throughout this Constitution where the context so admits the single includes the plural, the masculine the feminine, and vice-versa.
c. The Constitution shall be interpreted in accordance with English law.
14. DISPUTE RESOLUTION
In the event of any dispute arising between one of more of the parties defined in clause (1) or any variation thereof agreed at an AGM or SGM subsequent to the adoption of this Constitution they will make every attempt to resolve their differences by mediation and will only resort to legal representation if all the parties concerned agree that mediation has failed.
15. ATTESTATION AND DATE OF ADOPTION
A Resolution to adopt this Constitution was passed by a vote in accordance with the relevant clauses of the immediately preceding constitution at the AGM held on the date below.
Signed on behalf of the Association by _______Rita Billinghurst_________________ (Chair)
and _______Margaret Oliver______________(Vice chair)
this 7th day of December, 2013
