The Constitution

Constitution of the Royal Wharf Leaseholders & Residents Association

1. Name

   The Association shall be known as the Royal Wharf Leaseholders and Residents Association (“the Association”).

2. The Development

   All of the flats, townhouses, amenity areas and common areas of and at the premises known as Royal Wharf, E16 (“the Development”).

3. Aims and Objectives

   The aims and objectives of the Association shall be:

   1. to promote membership to all people eligible to join the Association;
   2. to promote and protect the common rights and interests of the members of the Association relating to the use and enjoyment of the Development;
   3. to represent the views of leaseholders and residents to the landlord, the local authority, and/or any other public authority or public or private organisation providing or intending to provide services to local leaseholders and/or residents;
   4. to represent the views of leaseholders and residents to all parties in relation to planning matters that could or do affect their enjoyment of the Development and its amenities, including without limitation its environment and the services and infrastructure in the surrounding areas;
   5. to consult and build a partnership with the landlord and the managing agent to facilitate and improve communications between them and the leaseholders and residents, and to seek to ensure best value for money in relation to the service and other charges levied on leaseholders and/or residents by the managing agent or others;
   6. to promote the exercise of the rights of leaseholders and residents of the Development and the maintenance and improvement of their housing conditions, amenities and environment, including without limitation their rights under the Leasehold Reform, Housing and Urban Development Act 1993, the Housing Act 1996, or such other rights that may be given by any subsequent enactment or delegated legislation or by common law;
   7. to employ solicitors, counsel, surveyors, engineers, accountants and other professional or qualified persons as and when required to advise the Association;
   8. to exercise the rights conferred on the Association by recognition under the Landlord and Tenant Act 1985 or such other rights that may be given by any subsequent enactment or delegated legislation or by common law;
   9. to provide facilities and opportunities for recreation and amenity and to encourage community cohesion and the development of community spirit and to make the development the best place to live it can be;
   10. to monitor the Association, its work, finances and membership on an on-going basis;
   11. to arrange social events for residents and members; and
   12. to do such other things, ancillary to the preceding aims and objectives, as may seem desirable to the Association.

4. Membership

   1. Subject to sub-clause 4.b, all leaseholders and resident sub-tenants in the Development may, upon completion of the application form, become a member of the Association. The application form is available electronically on the Royal Wharf Resident's Association website (http://www.royalwharfresidents.com), or can be requested in hard copy from the Secretary.
   2. Notwithstanding sub-clause 4.a, there shall be only one vote per property at Association meetings or on polls of the Association members, subject to the following:
      1. Where both a leaseholder and a resident sub-tenant of a property are members of the Association, the vote exercisable in respect of that property shall be the vote of the leaseholder, unless the resident sub-tenant has a tenancy which is both fixed for more than one year and is on terms affected by variations in the variable service charge.
      2. For purposes connected with the requirements of residential leasehold law and other purposes affecting or tending to affect service charge expenditures, voting shall be restricted to affected variable service charge payers.
      3. Where variable service charges for parts of the Development are calculated on different bases, only the affected variable service charge payers shall be entitled to vote in relation to purposes affecting or tending to affect the service charge for their part of the Development.
   3. Neither the landlord, the landlord’s representative, any company controlled by the landlord, nor any employee of the landlord shall be eligible to become a member of the Association.
   4. A company which is a leaseholder or a sub-tenant (if not connected with the landlord) shall be eligible for membership, but its voting rights shall be exercisable by an individual duly authorised by the company as shall have been previously notified in writing to the Secretary.
   5. Membership shall be open to all leaseholders and resident sub-tenants regardless of nationality, ethnicity, gender, sexual orientation, disability or religious or political belief.
   6. It shall be a condition of membership that all members at all times conduct themselves in a reasonable and courteous manner at meetings or in premises (if any) owned or managed by the Association.
   7. Membership of the Association shall be an acknowledgement and acceptance of the rules and constitution of the Association.
   8. The Committee shall, if necessary, take steps to verify and validate membership in co-operation with the landlord, the managing agent, the Council’s Local Housing Office and/or by reference to the register of electors.

5. The Annual General Meeting (“AGM”)

   1. AGMs shall be held within 6 months of the end of each financial year, and at least once in each calendar year.
   2. All members of the Association, or their duly authorised representatives whose details shall have been notified in writing to the Secretary prior to the meeting, shall be entitled to attend and speak and, subject to clause 4, vote at AGMs.
   3. Notice of the AGM should be displayed at the concierge desk and on the Royal Wharf Residents Association website and the Royal Wharf Residents Facebook group as shall be notified to members from time to time at least 21 days in advance of the meeting. The notice shall include the date, time and place of the AGM and a summary of the business to be conducted at the AGM.
   4. The Agenda of the AGM shall be published on the Royal Wharf Residents Association website as shall be notified to members from time to time at least 7 days in advance of the meeting, and shall include:
      1. The minutes of the previous AGM;
      2. The Annual Report of the Association including the reports of subcommittees (if any);
      3. The Annual Report of the Treasurer including the accounts of the Association for the previous financial year as approved by the finance subcommittee;
      4. Elections of the Officers and Committee of the Association; and
      5. Any resolutions proposed by the Committee or submitted in writing by members of the Association to the Secretary not less than 14 days in advance of the meeting.
   5. The quorum for the AGM shall be six members of the Association or their duly authorised representatives.
   6. The single vote per property must be exercised by an individual who fulfils the criteria laid out under clause 4.
   7. All decisions at an AGM shall be taken by a simple majority of members present in person or by proxy on the basis of one vote per property. The Chair of the meeting may exercise a casting vote in addition to his/her vote in respect of his/her property.
   8. Minutes of all appointments made and resolutions carried at AGMs shall be taken, and shall be available for inspection by any member of the Association on reasonable notice to the Secretary.

6. Extraordinary General Meetings (“EGMs”)

   1. All other meetings of the Association shall be Extraordinary General Meetings (EGMs) and shall be convened at any time by the Secretary either on the written instructions of the Committee or on a written request signed by no fewer than 30 members of the Association.
   2. All members of the Association, or their duly authorised representatives whose details shall have been notified in writing to the Secretary prior to the meeting, shall be entitled to attend and speak and, subject to clause 4, vote at EGMs.
   3. Notice of EGMs shall comply with sub-clause 5.c.
   4. EGMs may consider:
      1. any motions submitted by members of the Association to the Secretary in writing not less than 14 days in advance of the meeting;
      2. elections to any vacancies among the Officers or Committee; and/or
      3. appeals against the removal of membership.
   5. The quorum for an EGM shall be 10 members of the Association or their duly authorised representatives.
   6. Subject to sub-clause 7.d, all decisions at an EGM shall be taken by a simple majority of members present in person or by proxy on the basis of one vote per property. The Chair of the meeting may exercise a casting vote in addition to his/her vote in respect of his/her property.
   7. Minutes of all appointments made and resolutions carried at EGMs shall be taken, and shall be available for inspection by any member of the Association on reasonable notice to the Secretary.

7. Amendments to the Constitution

   1. This constitution shall be published on the Royal Wharf Residents Association website as shall be notified to members from time to time.
   2. Any proposals to amend this constitution must be submitted to the Secretary not less than 28 days before the EGM at which it is to be discussed so that it can be printed on the notice of the meeting.
   3. The quorum for an EGM at which a proposal to amend this constitution is considered shall be 25 members of the Association or their duly authorised representatives.
   4. Any amendment to this constitution shall require a two-thirds majority of those members present in person or by proxy and voting at the EGM.

8. The Committee

   1. The Committee shall comprise a Chair, Secretary and Treasurer (“Officer” and together “Officers”) who shall be members of the Association, and a number of other Committee members as determined from time to time by the Association in General Meeting.
   2. A list of the names of the Committee members and Officers of the Association shall be published on the Royal Wharf Residents Association website as shall be notified to members from time to time, and made available from the concierge.
   3. To be eligible for election as an Officer, candidates must have previously served on the Committee for a period of 6 months, except for the first Officers.
   4. Any member of the Association shall be eligible to put himself or herself forward for election to the Committee by giving written notice to the Secretary at least 14 days before a General Meeting of the Association.
   5. The Committee shall be responsible for the management of the Association including employment matters and shall represent the views of the Association in accordance with clause 3.
   6. The election (other than for the first Officers or Committee members) or removal of Officers or Committee members may only be carried out by a General Meeting of the Association. However, the Committee may co-opt members and may temporarily fill any vacancy arising among the Officers from its other members until the next General Meeting.
   7. The Committee shall meet as necessary, and not less than 4 times a year (including General Meetings).
   8. Any member of the Committee (including Officers) missing three consecutive meetings without satisfactory explanation may, at the discretion of the Committee, be deemed to have resigned and shall be notified in writing by the Secretary of such deemed resignation.
   9. Committee meetings shall be open to any member of the Association wishing to attend, who may speak but shall not be permitted to vote.
   10. The quorum of Committee meetings shall be one-third of the elected members of the Committee or 3 Committee members, whichever is the greater.
   11. Committee members shall be notified by the Secretary by email or in writing of the date of a Committee meeting not less than 14 days prior to that meeting taking place. The minutes of the previous meeting and the agenda of the meeting shall be distributed with the notice.
   12. Every reasonable effort shall be made to reach consensus among Committee members. Where that is not possible, all decisions will be taken by a simple majority of those present. If required the Chair may exercise a casting vote in addition to his/her normal vote.
   13. The Committee shall have the power to appoint subcommittees from within its membership. Such subcommittees may regulate their own affairs as they see fit and make recommendations to the Committee, but the authority to take decisions resides with the Committee itself.
   14. Minutes of all appointments made and resolutions carried at Committee meetings shall be taken, and shall be available for inspection by any member of the Association on reasonable notice to the Secretary.

9. Subcommittees

   1. The Association shall include four subcommittees to address specific areas of the Development. These shall include:
      1. The finance subcommittee, which will primarily focus on the appropriateness of the service charges incurred by the leaseholders. The finance subcommittee will also be responsible for reviewing and approving the annual accounts of the Association (refer to clause 11.h below);
      2. The works and maintenance subcommittee, which will primarily focus on issues related to the works and maintenance of the development.
      3. The security subcommittee, which will primarily focus on issues related to the security of the development.
      4. The health and wellbeing subcommittee, which will primarily focus on issues related to the onsite services concerning the overall well-being of residents (including the Development’s leisure facilities).
      5. The landscaping subcommittee, which will primarily focus on issues related to the landscaping and gardens of the development.

10. Disclaimer and Indemnity

    1. Any advice or assistance given or rendered to members of the Association, 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 or its members for any loss or damage. Members should take and rely on independent professional advice in all matters affecting their interests or where possible conflict could arise between members.
    2. The members of the Association shall indemnify the Officers and the other members of the Committee against all liability incurred by them in good faith and in the name of the Association acting within their authority.

11. Finances

    1. Any monies raised by the Association, either directly from the membership or through the service charges collected by the managing agent under the property leases, shall only be used in furtherance of the aims and objectives of the Association (as set out in clause 3).
    2. All significant decisions regarding the Association’s income and expenditure shall be taken only by the Committee or by a General Meeting of the Association and shall be recorded in the minutes of the relevant meeting that approves or ratifies such decisions.
    3. The Treasurer shall open a bank account in the name of the Association, the mandate for which shall require:
       1. the written approval of both the Treasurer and one other Officer on any cheque or payment authorisation for single amounts of up to £500.
       2. the written approval of either (a) the Treasurer, the Chair and the Secretary or (b) the Treasurer and any 3 other members of the Committee, on any cheque or payment authorisation for single amounts more than £500.
    4. The property and funds of the Association shall be held and administered by the Committee.
    5. The Committee is not authorised to incur any bank overdraft, nor any other borrowings save for reimbursable expenses of up to £500 in any one instance incurred by Committee members on the Association’s behalf.
    6. The Committee may incur liabilities on behalf of the Association to suppliers for payment from future service charges which it is assured that the managing agent will collect as additional service charges under the property leases, provided always that the Association shall not incur expenditure amounting in aggregate to more than £25 per property in any one financial year.
    7. The Treasurer shall keep full records of the Association’s income and expenditure; shall report the reconciled balance of the bank account and of all significant items of income and expenditure to the Committee at each Committee meeting, and shall make an annual financial report to the membership of the Association in accordance with sub-clause 5.d.iii.
    8. The annual accounts of the Association shall be reviewed by the finance subcommittee within one month of their preparation by the Treasurer. The annual accounts and the results of the review shall be published on the Royal Wharf Resident's Association website.
    9. The Annual Report of the Association and the Annual Report of the Treasurer shall be available for inspection by any member of the Association on reasonable notice to the Secretary.

12. Affiliations

    1. The Association shall have the power to affiliate to any organisation whose objects may be of benefit to its membership, except that the Association shall not affiliate to a political party or religious body.
    2. Affiliations may be agreed by a meeting of the Committee, but shall be reviewed and agreed annually by the Annual General Meeting.

13. Removal of Membership

    1. If a member is deemed to have breached clause 4, the Committee may decide to exclude that individual from membership for a specified period.
    2. Any members excluded from membership shall have the right to appeal to the next General Meeting of the Association. The decision of the General Meeting shall be final.

14. Dissolution

    1. The Committee or, if the Committee no longer exists but not in any other circumstances, any 10 members of the Association (“the Dissolving Members”), may decide that the Association should be dissolved.
    2. The Secretary, or the Dissolving Members as the case may be, shall give notice of an EGM (in accordance with sub-clause 6.c) at which the proposed dissolution shall be discussed.
    3. For an EGM discussing only the dissolution of the Association, a quorum will not apply and the Association may be dissolved by a two-thirds majority of those present.
    4. The assets, financial and otherwise, remaining when the Association has repaid any outstanding liabilities shall be used for such purposes of benefit to the community as the EGM shall decide.