DRCA: Community Centre | Articles of Association

THE COMPANIES ACT 1948 TO 1981

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

THE DODDINGTON AND ROLLO COMMUNITY ASSOCIATION LIMITED

1. In the articles, if not inconsistent with the subject or context,

"the act" means the Companies Act 1948 as amended by the Companies Acts 1967, 1976 and 1981.

"the Community Association" means this Company.

"the Management Committee" means the committee of management for the time being of the Community Association.

"office" means the registered office of the Community Association.

"seal" means the common seal of the Community Association.

"secretary" means the person appointed by the Management committee to perform any of the duties of the secretary.

"the United Kingdom" means Great Britain and Northern Ireland.

"month" means a calendar month.

"year" means a calendar year.

Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.

Words importing the singular number only shall include the plural number and vice versa.

Words importing persons hall include corporations and local organisations.

Save as aforesaid, words of expressions contained in these articles shall bear the same meaning as in the act or any statutory modification thereof in force at the date at which these articles binding on the Community Association.

MEMBERS

2. The number of members with which the Community Association proposes to be registered is 500, but the Management Committee may from time to time registrar an increase of members.

3. The members of the Community Association shall be the subscribers to the Memorandum of Association and such other person as the Management Committee shall with the approval of the General Meeting admit to membership.

ARTICLES OF ASSOCIATION

4. Membership of the Community Association shall be open to any individual living or working on the Doddington & Rollo estates, including any workers employed by or seconded to the Community Association; and to any group or organisation drawing all or a substantial part of its membership from the estates and with the aim of promoting community welfare or social events on the estates, or which does not satisfy these conditions but which the Management Committee considers to have a sufficient local membership or attendance and place in the local community so as to be appropriate for membership of the Community Association.

An individual member will cease to be a member if he or she dies or ceases to live or work on the Doddington & Rollo estate, or resigns in person at a General Meeting or in writing to the Secretary prior to a General Meeting.

A group member will cease to be a member upon dissolution, winding-up (whether voluntary or compulsory or appointment of a receiver, or upon resignation at a General Meeting or in writing to the Secretary prior to a General Meeting.

GENERAL MEETINGS

5. An Annual General Meeting shall be held not more than eighteen months after the incorporation of the Community Association and subsequently once in every year, at such time and place as may be determined by the Management Committee. Not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the next.

The business shall include:

The election of the management committee of the Community Association to serve for the coming year;

The appointment of an Auditor of Auditors;

The receipt and consideration of the annual report from the Management Committee of work done by or under the auspices of the Community Association, including a financial report from the treasurer;

The receipt and consideration of the yearly accounts prepared by the auditors for the previous year.

6. In addition three ordinary General Meetings shall be held in the course of each year, if deemed necessary by Management Committee.

7. The Management committee shall call an Extraordinary General Meeting if a written request to do so and stating the purpose of the meeting is deposited at the registered office of the Community Association. Such a request must be signed by a least five members of the Community Association or one tenth of the total membership, whichever is the smaller number.

In default of the Management Committee calling an Extraordinary General Meeting within twenty-one days such a request being deposited at the office of the Community Association the members requesting the meeting may call to themselves in accordance with Section 132 of the Act.

8. The Management Committee may at its discretion call and Extraordinary General Meeting whenever it thinks fit.

POWERS OF GENERAL MEETINGS

9. The General Meeting shall from time to time determine the policies of the Community Association in accordance with the objects set out in the Memorandum of Association and shall supervise the Management Committee.

10. The General Meeting shall have powers in particular:

to admit applicants to membership of the Community Association and to accept resignations of membership of the Association and of membership of the Management Committee:

to approve decisions of the management committee concerning the co-option of individuals to the Management committee and the nomination of new members where vacancies have arisen; and to elect a new member of the Management Committee at the same time as accepting a mid-year resignation from one of its members in accordance with Clause 31 (a);

to approve decisions taken by the management Committee in the course of the exercise of its powers; and in its discretion to quash such decisions and substitute its own decision or to refer such decisions back to the Management Committee for reconsideration;

to delegate or devolve onto the management committee any or all of its powers.

NOTICE OF GENERAL MEETINGS

11. (a) An Annual General Meeting and any General Meeting at which it is proposed to pass a Special Resolution shall be called by twenty-one days notice in writing at the least, and any other general Meeting by fourteen days notice in writing at least exclusive in either case of the day on which it is given.

(b) A General Meeting which has been called by shorter notice than so required shall be deemed to have duly called if it is so agreed:

(i) in the case of an Annual General Meeting, by all the members entitled to attend and vote threat; and

(ii) in the case of any other General Meeting, by a majority in number of the members having a right to attend and vote thereat. This majority must represent not less than 95 per cent of the total voting rights at that meeting of all the members.

(c) The accidental omission to give notice to, or the non receipt of notice by any person entitled to receive notice shall not invalidate the proceedings at any General Meeting. Notice shall be given to such person as the current legislation may require and in a manner consistent with the provisions of such legislation, and to the nominees of the Council of the London Borough of Wandsworth in like manner.

12. Every notice calling a General Meeting should specify the place the day and hour of the meeting and the general nature of the business to be transacted. If any resolution is to be proposed as an Extraordinary Resolution or as a Special Resolution the notice shall contain a statement to that effect.

PROCEEDINGS AT GENERAL MEETINGS

13. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Nine members present in person shall be a quorum for all purposes.

14. If within half an hour from the time appointed for the meeting a quorum is not present the meeting, if convened in accordance with Clause 7 on requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Management Committee may determine.

15. The General Meeting shall elect a chairperson in accordance with Section 134 (d) of the Act.

16. The chairperson may with the consent of any meeting at the which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment or the business to be transacted at an adjourned meeting except where the meeting has been adjourned for thirty days or more when notice of the adjourned meeting shall be given as in the case of an original meeting.

17. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is either before or one the declaration of the result of the show of hands demanded by:

The chairperson; or

At least two members may be withdrawn. Unless a poll be so demanded and the demand be not withdrawn a declaration by the Chairperson that a resolution has been carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minute book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against such resolution.

18. If a poll is duly demanded and the demand is not withdrawn it shall be taken in such manner as the chairperson may direct, and the result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The chairperson may appoint scrutineer and may adjourn the meeting to some place and time fixed by her or him for the purpose of declaring the result of the poll.

19. In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

20. A poll demanded on the election of a chairperson or on a question of adjournment shall be taken either immediately or at such time and place as the chairperson of the meeting directs and any business other than that upon which the poll has been demanded may be proceeded with pending the taking of the poll. No notice need be given of a poll not taken immediately.

21. Subject to the provisions of the Act a resolution in writing signed by all the members entitled to receive notice of and to attend and vote at General Meetings (or being corporations by their duly authorised representatives) shall be as valid as if the same had been passed at a General Meeting duly convened and held.

VOTES OF MEMBERS

22. Every member shall have one vote.

23. All votes must be given personally.

24. GROUP MEMBERS ACTING BY REPRESENTATIVES

24. Anybody corporate or unincorporated which is a member of the Community Association may be resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Community Association and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he or she represents so that corporation could exercise if it were an individual member of the Community Association.

MANAGEMENT COMMITTEE AND OFFICERS

25. The names of the first members of the Management Committee shall be those given in the schedule to these articles of association. The membership of the Management Committee shall be not less than five nor more than thirty-three. Elections to the Management Committee shall be conducted according to the principles set out in Clause 30.

The Management Committee shall appoint from among their own number of the officers of the Community Association, to include a chairperson, vice-chairperson, honorary secretary, honorary treasurer and minute secretary.

26. The members of the Management Committee shall be paid all travelling and other expenses properly incurred by them in attending and returning from meetings of the Management Committee or any sub-committees thereof or General Meetings or in connection with the business of the Community Association, but shall not be entitled to such any other remuneration or benefit in money or money's worth from the Community Association except as may from time to time be determined by the Community Association in General Meetings.

BORROWING

27. The Management Committee may exercise all the powers of the Community Association to borrow money, and to mortgage or charge its undertaking and property or any part thereof and to issue debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Community Association or of any third party.

POWERS OF THE MANAGEMENT COMMITTEE

28. The business of the Community Association shall be managed by the Management Committee in accordance with the principles and policies laid down by the General Meeting from time to time. The Management Committee may pay all expenses incurred in forming and registering the Community Association may exercise all such powers of the Community Association as are not by the Act or by articles required to be exercised by the Community Association in General Meetings, subject nevertheless to the provisions of the Act or in the articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the Community Association in General Meetings but no regulation so made by the Community Association shall invalidate any prior act of the Management Committee which would have been valid if such regulation had not been made.

29. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Community Association shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such a manner as the Management Committee may from time to time determine.

ELECTION AND RETIREMENT

30. The Management Committee shall be elected at the Annual General Meeting and shall comprise of the following representatives and individuals:

(a) Eight Residents of the Doddington and Rollo Estates.

(b) Eight People working on the Doddington and Rollo Estates.

(c) Four Individual co-options, who may be appointed by the Management Committee at any time during the year subject to the approval of the next General Meeting following their appointment.

(d) Two Councillors, representing the two parties on Wandsworth Council.

31. The office of the member of the Management Committee shall be vacated in the any of the following events, namely:

(a) if he or she resigns by writing under his or her hand left at the office.

(b) if he or she becomes liable to be detained or subject to guardianship under Part IV of the Mental Health Act 1959 or under any statutory modification or re-enactment thereof or similar Act for the time being in force;

(c) if a receiving order is made against him or her or he or she makes any arrangement or composition with his or her creditors;

(d) if he or she becomes prohibited from being a member of the Management Committee by reason of nay court order made under the Companies Acts 1948 to 1981 (including the insolvency Act 1976)

(e) if he or she ceases to be a member of the management Committee by virtue of Section 185 of the Act;

(f) if he or she is directly or indirectly interested in any contract with the Community Association and ails to declare the nature of his or her interest as required by Section 199 of the Act;

(g) except in the case of the nominees of the council of the London Borough of Wandsworth, if he or she ceases to be a member of the Community Association;

(i) if any member becomes an employee of the Association

32. All members of the Management Committee shall retire at the Annual General Meeting following that at which they were elected or appointed. A retiring member shall be eligible for re-election providing, except in the case of the nominees of the Council of the London Borough of Wandsworth, that he or she remains a member of the Community Association.

33. The Community Association at the meeting at which a member of the management Committee retires under any provision of the articles may fill the vacated office by electing a person thereto and in default the retiring member of the management Committee shall, if offering him or herself for re-election, be deemed to have been re-elected unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such member of the management Committee shall have been put to the meeting and lost.

34. The Community Association may from time to time by ordinary resolution increase or reduce the number of members of the Management committee.

35. The Management Committee shall have power at any time and from time to time to appoint any person to be a member of the Management committee, either to fill a casual vacancy or as an individual co-option in accordance with clause 30 of these articles, but so that the total number of members of the Management committee shall not exceed at any time the maximum number fixed in accordance with the articles. Any such appointment shall be subject to review by the next General Meeting of the Community Association. Any person so appointed shall hold office only until the next Annual general Meeting and shall then be eligible for re-election.

36. The Community Association may by ordinary resolution of which Special Notice has been given in accordance with Section 142 of the Act remove any member of the Management Committee before the expiration of his or her period of office notwithstanding anything in the articles or in any agreement between the Community Association and such member of the Management Committee and may be a like resolution appoint another person in his or her place. The Community Association may also by ordinary resolution appoint any person to be a member of the Management Committee either to fill a casual vacancy or as a co-opted member of the Management Committee.

PROCEEDINGS OF THE MANAGEMENT COMMITTEE

37. The Management Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think ft, provided that they meet a least ten times a year. Questions arising at any meeting shall be determined by a majority of votes and in the case of an equality of votes the chairperson shall have a second or casting vote. No paid officer of the Community Association who is in attendance at a Management Committee may be present at any discussion or take part in any vote relating to his or her employment.

Any member of the Management Committee may and the Secretary on the requisition of a member of the Management committee shall at any time summon a meeting of the Management Committee.

It shall not be necessary to give notice of a meeting of the Management Committee to any member thereof absent for the time being from the United Kingdom.

38. The quorum necessary for the transaction of the business of the Management Committee may be fixed by the Management Committee and unless so fixed at any other number shall be five.

39. The continuing members of the Management Committee may act notwithstanding any vacancies but if and so long as the number of members of the Management committee is reduced blow the minimum number fixed by or in accordance with the articles the continuing members or member of the management committee may act for the notwithstanding of filling up such vacancies or of summoning General Meetings of the Community Association but for no other notwithstanding of filling up such vacancies or of summoning General Meetings of the Community Association but for no other notwithstanding.

40. The Management Committee may elect a chairperson of their meetings; if no such chairperson is elected or if at any meeting the chairperson is not present within given minutes after the time appointed for holding the same the members of the Management Committee may choose one of their members to be chairperson of the meeting.

41. The Management Committee may delegate any of their powers to sub-committee consisting of such members or such persons as they may think fit. Any subcommittees so formed shall in the exercise of their powers to delegate, conform to any regulation that may be imposed them by the Management Committee. Any subcommittee so formed shall be chaired by a member of the Management Committee.

42. The meetings and proceedings of any subcommittee shall be governed by the provisions of the articles regulating the meetings notwithstanding proceedings of the Management Committee so far as the same are applicable and are not superseded by any regulations made by the Management Committee.

43. All acts done by any meeting of the Management Committee or a sub-committee thereof or by any person acting as a member of the Management Committee or subcommittee shall as regards all person dealing in good faith with the Community Association, notwithstanding that there was some defect in the appointment or continuance in office of any member or person was disqualified, be as valid as if every such person had been duly appointed and was qualified and had continued to be a member of the Management Committee.

44. A resolution in writing signed by all the members of the Management Committee or the time being entitled to receive notice of a meeting of the Management Committee shall be as valid and effectual as if it had been passed at a meeting of the Management Committee duly convened and held.

45. Meetings of the Management Committee shall be open to any member of the Community Association as a non-voting observer.

45a. Any member of the management committee who fails to attend three consecutive Management meetings without written notice for non attendance is deemed to have resigned from the management Committee.

SECRETARY

46. Subject to Section 21(5)of the Companies Act 1976 a Secretary may be appointed by the Management Committee for such term at such remuneration and upon such other conditions as they may think fit; and any secretary so appointed may be removed by them.

47. A provision of the Act or the articles requiring or authorising a thing to be done by or to a member of the Management Committee and the secretary shall not be satisfied by its being done by or to the same person acting both as a member of the Management Committee and as, or in place of, the secretary.

THE SEAL

48. The Management Committee shall provide for the safe custody of the seal, which shall only be used with the authorisation of the Management Committee or a subcommittee authorised in that behalf by the Management Committee. Every instrument to which the seal is affixed shall be signed by a member of the Management Committee and counter-signed by a member of the Management Committee or by the secretary.

49. The Management Committee shall cause accounting records to be kept in accordance with Section 12 of the Companies Act 1976. The accounting records shall be kept at the office or, subject to Section 12 (6) and (7) of the Companies Act 1976 at such other place or places as the Management Committee think fit, and shall always be open to inspection by the officers of the Community Association.

50. The Management Committee shall from time to time determine whether and to what extent and at what time and place and under what conditions and regulations the accounts and books of the Community Association or any of the them shall be open to inspection by members not being members of the Management Committee, and no member (not being a member of the Management Committee) shall have any right of inspection of any account or book or document of the Community Association except as conferred by statute or authorised by the management Committee or by the Community Association in General Meeting.

51. The management Committee shall from time to time in accordance with Sections 150 and 157 of the Act and Sections i, 6 and 7 of the Companies Act 1976 cause to be prepared and printed and to be laid before the Community Association in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those sections. The auditors report shall be open to inspection and be read before the meeting as required by Section 14 of the Companies Act 1967.

52. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Community Association in General Management Committee, shall not less than twenty one days before the date of the meeting to be sent to every member of, and every holder of debentures of, the Community Association. Provided that these articles shall not require a copy of those documents to be sent to any person of whose address the Community Association is not aware or to more than one' of the joint holders of any debentures.

53. Auditors shall be appointed and their duties regulated in accordance with Section 161 of the Act, Section 14 of the Companies Act 1967 and Sections 13 and 18 of the Companies Act 1976, the members of the Management Committee being treated as the directors mentioned in those sections.

54. Any notice or document may be served by the Community Association on any member either personally or by sending it through the post or by hand delivery addressed to such person at the registered address (being within the United Kingdom) as appearing in the register of members or to such address within the United Kingdom as he or she may supply to the Community Association for the giving of notices to him or her, and any notice so served by post shall be deemed to have been duly served notwithstanding that such member be then dead, dissolved or bankrupt and whether or not the Community Association his notice of his or her death, dissolution or bankruptcy.

55. Any notice of document served by post shall be deemed to have been served at the expiration of twenty four hours after a first class letter containing the same is posted, and in proving such service it shall be sufficient to show that the letter containing the notices of document was properly addressed, stamped and posted.

57. Subject to provisions of the Act and of the Memorandum of Association every member of the Management Committee, auditor, secretary or other officer for the time being of the Community Association and the trustees (if any) for the time being acting in relation to any of the affairs of the Community Association and each of their representatives shall be entitled to be indemnified by the Community Association from and against all actions costs, charges, losses, damage, expenses and liabilities which they shall or may incur or sustain by or in the execution and discharge of their duties or supposed duties or in relation hereto and none of them shall be answerable for the acts, receipts, neglects or defaults of the others or other of them or for joining in any receipt for the sake of conformity or for any bankers or other person with whom any money or effects of the Community Association shall be placed or invested or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts or in relation thereto; but this article shall have effect only in so far as its provisions are not voided by Section 205 of the Act.