Constitution for The Garway Hill Commoners Association
as amended & adopted at the AGM of 25th June 2008
A Name
The name of the association is The Garway Hill Commoners Association (“the Association”)
B Administration
Subject to the matters set out below the Association and its property shall be administered and managed in accordance with this constitution by the members of the Committee constituted in Clause H. of this constitution (‘ the Committee’).
C Objects
The Association’s objects (“the objects”) are;
To enhance, manage and preserve the Common on Garway Hill
Firstly for the benefit of all those having grazing or other Commoner’s rights on Garway Hill; Secondly to ensure the preservation of the natural habitat and Thirdly for the enjoyment on foot of members of the general public subject to regulations laid down by the Committee.
D Powers
In furtherance of the Association’s objectives, the Committee may exercise the following powers:
a) to receive grants, donations, gifts, endowments, sponsorship fees, subscriptions and legacies from persons and organisations wishing to promote the Association’s objectives or any of them and to hold funds in trust for same;
b) to raise revenue by such other means as the Committee shall from time to time determine;
c) to co-operate with other independent bodies and statutory authorities operating in furtherance of the Association’s objectives or of similar purposes and to exchange information and advice with them;
d) to purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Association may think necessary for the promotion of its objects, and to construct, maintain and alter any buildings or erections which the Association may think necessary for the promotion of its objects;
e) to permit events to take place on Garway Hill subject to such controls and levies as the Committee shall in each case determine;
f) to establish or support any charitable trusts, associations or institutions formed for all or any of its objectives;
g) to receive money on loan upon such terms as the Association may approve and to guarantee the obligations and contracts of clients and customers including Members of the Association;
h) to obtain, acquire and purchase all necessary permits, licences or trade marks and other intellectual property rights required for the purpose of enabling the Association to carry on its objects upon such terms and conditions as it may think fit;
i) subject to any contractual arrangements as may be in place, to sell, lease or dispose of all or any part of the property of the Association;
k) to invest the moneys of the Association not immediately required for its own purposes in or upon such investments, securities or property as may be thought fit;
1) to employ and remunerate such persons and to hire or purchase such equipments as are necessary for the proper pursuit of the objectives ;
m) to enter into any contract of insurance in respect of any matter in which the Association has an insurable interest and in particular in connection with any real or personal property in which the Association has an interest;
n) to open and operate bank accounts and other facilities for banking;
p) to do all such other lawful things as are necessary for the achievement of its objectives.
E Membership
(1) Membership of the Association shall be open to:
All adults resident in households having Commoner’s Rights on Garway Hill
(2) A Member shall cease to be a Member if he or she:
a) resigns in writing to the Association;
b) fails to pay any subscription owed within three months of its becoming due; or
c) whose household ceases to have by whatever reason Commoner’s Rights on Garway Hill.
(3) All adults resident in households on or contiguous with Garway Hill Common and not having Commoner’s Rights shall be entitled to become Associate Members of the Association and may speak but not vote at meetings of the Association. Associate Members shall be governed by the same conditions and rules as Members.
(4) All Members and Associate Members may speak at meetings of the Association but only Voting Members (see clause L) may vote.
F. Finance
(1) The income and property of the Association shall be applied solely towards the promotion of its objects set out in this constitution, and no portion shall be transferred directly or indirectly by way of profit to Members of the Association, provided that nothing shall prevent any payment in good faith by the Association.
(2) The Committee may reimburse expenses of Members of the Association properly and reasonably incurred in pursuit of the Association’s objects and agreed in advance by the Committee.
(3) Payment may be made with the prior agreement of the Committee:-
a) of interest on money lent by any Member of the Association at a rate per annum not exceeding 2 per cent more than the base lending rate of the Association’s bankers;
b) of reasonable and proper rent for premises demised or let to the Association by any Member of the Association;
c) of grants, loans, donations or any other kind of financial assistance to any Member, or to any organisation, firm, company or society with which a Member may be connected, provided that any such assistance is in respect of activities which are in furtherance of the objectives of the Association;
d) any Member having a financial interest in any matter under discussion shall declare the same when discussion begins and shall not vote on that matter.
(4) The Committee shall maintain adequate accounting records for the Association and shall arrange for:
a) the preparation of annual statements of account for the Association;
b) the auditing or independent examination of the statements of account for the Association;
c) the circulation of the annual accounts to the Members at or prior to the Annual General Meeting.
G Officers
Members of the Association may elect at the AGM such honorary officers and Committee members from amongst their own number as they see fit, particularly a Chairman, Treasurer and Secretary. Any officer so elected may be removed or replaced by a majority vote of the Association at an Extraordinary General Meeting convened by any six Voting Members on 21 days written notice of the proposed removal or replacement to all members.
H Committee
(1) At the AGM the Voting Members shall elect a Committee consisting of the three honorary officers and three additional members. One of the three additional members shall be elected solely by votes cast by active graziers present at the meeting. (An active grazier is defined as a Voting Member of the association who has retained a right to graze animals on the Common during the period of the HLS and has been registered as such by the Association). For the avoidance of doubt, the election of an active grazier as an honorary officer of the association shall not remove the entitlement to a grazier “additional member”. Any “additional member” positions which remain unfilled at the end of voting may be filled as for a “casual vacancy” by the incoming Committee.
(2) Any casual vacancy in the Committee may be filled by the Committee and any person appointed to fill such a casual vacancy shall hold office until the next AGM and shall be eligible for election at that meeting by the Voting Members of the Association
(3) A member of the Committee shall cease to hold office if he or she:
a) is absent without good reason from all Committee meetings held within a period of six months and the Committee resolve that he or she shall cease to hold office for this reason; or
b) notifies to the Committee a wish to resign; or
c) ceases to be a Member of the Association; or
d) is removed from office by a majority vote at an Extraordinary General Meeting, the notice for which specified that the question of such removal was to be decided; or
e) is declared bankrupt or is convicted of a felony other than a minor motoring offence
I Committee Meetings
(1) The Committee shall meet when convened by the Chairman and Secretary to manage the work of the Association and shall meet not less than once every three months. These meetings are called Committee Meetings.
(2) Seven days’ notice of Committee Meetings shall be given to all members of the Committee in writing.
(3) The quorum for Committee Meetings shall be three members of whom one shall not be an officer.
(4) All matters for decision will be decided by a simple majority of those present and voting. In the case of an equality of votes the Chairman shall have a second and casting vote.
J General Meetings
(1) Once in each calendar year the Association shall hold an Annual General Meeting. Each Annual General Meeting shall be held not more than fifteen months after the last. At least 28 days’ notice shall be given of the date, time and venue of the
Annual General Meeting and of the business to be conducted. The business of the
Annual General Meeting shall comprise:
a) the annual report of the Committee including accounts;
b) the election of Officers and members of the Committee;
c) the fixing of annual subscriptions, if any;
d) the appointment or re-appointment of the Association’s auditors or examiners;
e) such other business as may have been contained in the notices calling the meeting.
(2) The Committee may at any time, and shall if directed by six or more of the Voting Members of the Association, call an Extraordinary General Meeting. At least 21 days’ notice in writing shall be given of the date, time and venue of any Extraordinary General Meeting and of the business to be conducted.
(3) Notice of a General Meetings shall be sent to each Member in writing, and prominently displayed in a place or places where all or a majority of Members are likely to see it.
K Proceedings at General Meetings
(1) The Chairman shall preside at all General Meetings, but if he or she is absent fifteen minutes after the time set for the commencement of the meeting, then the Members present shall choose one of their number to be Chairman of that meeting only , whose function shall be to conduct the business of the meeting in an orderly manner.
(2) No General Meeting may proceed unless a quorum is present. Six Voting Members shall constitute a quorum.
(3) If within half an hour after the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to a time and place to be specified by the Committee, all members of the Association being given such notice as is practicable of the date, time and place of the adjourned meeting. If at such an adjourned meeting a quorum is not present within half an hour after the time set for the meeting, then the Voting Members present shall constitute a quorum.
(4) The Committee shall ensure that proper minutes are kept of all General Meetings of the Association.
L Voting
(1) Each household with Commoner’s Rights shall have one vote on each question to be decided and shall nominate a person to exercise its voting rights (the Voting Member) in writing to the Secretary following each Annual General Meeting. A Voting Member may nominate a proxy for any meeting of the Association by notice in writing to the Secretary prior to the start of that meeting. Votes may only be cast by the Voting Members present at the meeting unless otherwise specified in this Constitution.
(2) At the discretion of the chairman any vote may be taken by secret ballot in which case the Chairman and one other Association Member chosen by him shall act as scrutineers
(3) Except where otherwise specified in this constitution, questions shall be decided by a simple majority of votes cast. In the event of a tied vote the Chairman shall have a second and casting vote.
M Amendments to the Constitution
(1) This constitution can only be amended at an Annual General Meeting or an Extraordinary General Meeting called for that purpose.
(2) Any proposal to amend the constitution must be presented to the Secretary in writing at least 28 days prior to the meeting at which they are to be considered.
(3) Proposals to amend the constitution must be circulated to all Voting Members of the Association with the notice of the meeting.
(4) Any amendment to the Constitution shall require the votes in support of it of two thirds of the Voting Members present and voting.
N Dissolution
(1) If the Committee decides at any time by a simple majority that it is necessary or advisable to dissolve the Association, the officers shall call an Extraordinary General Meeting, (giving at least 21 days’ notice in writing to all Members and Associate Members and stating the terms of the dissolution resolution to be proposed at the meeting.
(2) All Members and Associate Members in good standing whether Voting Members or otherwise shall be entitled to vote on any resolution to dissolve the Association and on consequential resolutions.
(3) If a resolution to dissolve the Association shall be agreed by a two-thirds majority of those present and voting, the meeting shall elect three people who shall have the responsibility of accounting for and disposing of any assets held by or in the name of the Association.
(4) Any assets remaining after debts and liabilities have been settled shall be given to or transferred to any charitable institution or institution having objects similar to the objects of the Association as the Association in General Meeting may determine at or before the time of dissolution.
END OF DOCUMENT
ghca online 