Constitution

Please note that section 10 – Finance there are proposed changes to be confirmed at the next AGM 

BEDFORD TOWERS RESIDENTS’ ASSOCIATION (BTLA) CONSTITUTION

1. NAME
The name of the Association shall be the Bedford Towers Residents’ Association, (‘The Association’).

2. THE PROPERTY
All of the flats, amenity areas and common areas of and at the premises of the property known as Bedford Towers, Kings Road, Brighton BN1 2JG.

3. OBJECTS OF THE ASSOCIATION
3.1 To promote and protect the common rights and interests of the members of the Association relating to the use and enjoyment of the Property.

3.2 To exercise the rights conferred upon the Association by recognition under the Landlord and Tenant Act 1985 or such other statutory rights that may be given by any subsequent enactment.

4.(i) MEMBERSHIP
4.1 Membership shall be open to all persons who are holding under long leases at a flat in the Property but voting shall be restricted to one vote for each flat at Bedford Towers other than the Landlord, or any superior landlord and employees or connected persons or officers or agents of the same. A company which is a tenant or sub-tenant (if not connected with the landlord) shall be eligible for membership, in which case voting rights shall be exercisable by a person duly authorized by the company.

4.2 Membership of the Association shall be an acknowledgement and acceptance of the Rules and Constitution of the Association. Membership of the Association shall be conditional upon the member signing and giving to the Association a Form of Authority permitting the Association to act on the member’s behalf provided such authorisation shall not affect the member’s legal and contractual rights.

Membership of the Association shall terminate:

4.2.1 Upon a member giving written notice to that effect to the Honorary Secretary of the Association.

4.2.2 Upon a member ceasing to be a lessee of a flat at the property in which case, he/she shall within 14 days give written notice of the fact to the Honorary Secretary.

4.2.3 Upon failure by a member to pay the annual subscription in respect of that house (or flat) for three months after the same shall become due and payable.

4.2.4 Upon removal by a resolution carried by the votes of at least 66% of the members at a General Meeting of the Association

4.2.5 Membership of the Association may be suspended for such period as is determined by the votes of a majority of at least 66% of the members at a General Meeting of the Association.

4.3 Membership of the Association shall be confirmed upon the payment of the first subscription and formal

acceptance by the proposed member of the rules and constitution of the Association.

4.4 A copy of this constitution shall be given to each member.

4.5 The Committee may at its discretion extend associate membership to any other person or persons residing at the property, but such associate members shall not be elected as officers or members of the committee of the Association and shall not be entitled to any vote.

4.6 Neither the Landlord, the Landlords Representative, any company controlled by the Landlord nor any employee of the Landlord shall be a member or associate of the Association.

5. THE OFFICIALS
5.1 The officers of the Association shall comprise a Chair, Honorary Secretary and Honorary Treasurer who shall be members of the Association.

5.2 The officers shall be elected annually at the Annual General Meeting and shall serve for one year but may be re-elected.

(ii) SUBSCRIPTION
The annual subscription shall be due on 1st October each year. The amount shall be fixed at an Annual General Meeting. One subscription payment shall be paid in respect of each flat, (Note: A member who joins part-way through the financial year shall be entitled to a pro-rata abatement on his membership fee).

6. THE COMMITTEE
6.1 The Committee of the Association shall consist of not less than three not more than seven members of the Association, the officers thereof being a Chair, Hon. Secretary and Hon. Treasurer.
The election of the Committee and its officers shall take place at the Annual General Meeting of the association.

6.2 Committee members shall serve for three years and shall retire in rotation. Retiring committee members may be re-elected without re-nomination.
Nomination for membership of the Committee shall be proposed and seconded by members of the Association and notified to the Hon. Secretary at least 7 days in advance of the Annual General Meeting and shall include the signature or written consent of the nominee.

6.3 The Committee shall be empowered to cooperate on a temporary basis, other members of the Association to form sub-committees to consider such matters as the committee or the Association shall determine, and the decisions of such sub-committees shall be ratified by the Committee before implementation.

6.4 A quorum for any meetings of the Committee shall be at least four of whom at least one must be an officer.

6.5 The Committee shall implement the objects of the Association and the resolutions of the Association.

6.6 In the event of a tied vote at a Committee meeting the Chair or acting Chair may make a casting vote.

6.7 The Honorary Secretary shall keep and make available for inspection whenever so requested by a member:

(a) a record of the business transacted at the A.G.M

(b) copies of all written and notes of all oral communications with the landlord and managing agent and any replies received.

7. ELECTIONS
7.1 Nominations for the appointment of officers and for membership of the Committee shall be proposed and seconded by two members of the Association in writing and lodged with the Honorary Secretary seven days prior to the Annual General Meeting and shall include the written consent of the nominee.

7.2 The Committee shall be empowered to fill any casual vacancy occurring on the Committee or among the officers and any person so appointed shall serve until the next Annual General Meeting at the Association.

8. MEETINGS
8.1 The first Annual General Meeting shall be held within 3 months of the end of the first financial year thereafter the Annual General Meeting of the Association shall be held no later than three months from the end of the financial year.

8.2 The Annual Report of the Committee and the Annual Accounts shall be presented for discussion and adoption at the AGM and copies may be distributed with the Notice of the meeting.

8.3 All other meetings of the Association shall be Extraordinary General Meetings and shall be convened at any time by the Honorary Secretary either upon the written instructions of the Committee or upon a written request signed by no fewer than ten members of the Association.

8.4 General Meetings shall be convened on twenty-one days written Notice, which Notice shall incorporate the Agenda for the meeting.

8.5 30% of the membership of the Association shall be a quorum for General Meetings, and no business shall be transacted unless a quorum is present; if within fifteen minutes from the time appointed for a meeting a quorum is not present, then the meeting, if convened at the request of members, shall be dissolved, but if an AGM or convened by the Committee the meeting shall stand adjourned at the discretion of the Committee. A separate quorum of 50% of eligible members shall apply to voting for purposes governed by residential leasehold law.

8.6 Seven days’ Notice in writing shall be given to the Hon. Secretary of any resolution to be moved at any General Meeting, unless the resolution is admitted by the Chair at the meeting. A Notice containing all resolutions and nominations, with the names of the proposers and seconders, shall be circulated or kept

by the Hon. Secretary available for inspection by any member of the Association for seven days before the General Meeting. An annual report will be circulated to all members.

8.7 The Agenda shall comprise any draft resolution which it is proposed to be considered and (in the case of the Annual General Meeting) nominations for the officers and Committees and a copy of the audited accounts for approval.

8.8 A record containing all resolutions and nominations to be moved at any General Meeting to either the names of those proposing and seconding each resolution or nomination shall be maintained by the Honorary Secretary; which record shall be made available for inspection by any member of the Association for seven days prior to the Annual General Meeting.

8.9 Minutes of all appointments of Officers and resolutions carried at Annual or Extraordinary General Meetings shall be taken. The Minute Book shall be open to inspection by any member of the Association who shall be entitled to take copies thereof.

8.10 Voting at meetings of the Association shall be by simple majority and by a show of hands unless a ballot is demanded by a majority. In the case of an equality of votes the Chair shall have the casting vote.

9. VOTING
One vote shall be exercisable in respect of any one residential unit, subject to the following:

a) Where both a tenant and a sub-tenant of a unit are members of the Association, the vote exercisable shall be the vote of the superior tenant, unless the 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.

b) 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;

Members shall notify the Hon. Sec. of the identity of the person entitled to vote in respect of each residential unit and the Hon. Sec. shall maintain a list of such persons. The Hon. Sec. shall maintain a separate list of those members entitled to vote for purposes connected with residential leasehold law.

A member of the Association may authorise another person to attend a General Meeting as a proxy and to vote on behalf of the absent member; such authorisation in written form approved by the Committee shall be lodged with the Hon. Secretary at least seven days before the meeting or shall be submitted to the Chair at the meeting.

Voting shall be by show of hands unless a ballot is demanded. In the case of a tied vote at a General Meeting the Chair or Acting Chair shall make the casting vote.

10. FINANCE

The following clause is subject to ratification at the next AGM

10.1 The Financial Year end of the Association shall be on the 30th September in each year.

10.2 The Accounts shall be presented for inspection by the Members at the end of the Associations financial year.

10.3 At the A.G.M the following documents will be made available for inspection by either of the two bank account signatories.
The Current Account statements, all expense details requests, purchasing details and receipts and Membership records. Voting cards will be made available to those qualifying.

10.3.1 The Accounts will have been ratified by the Committee prior to the Annual General Meeting.

10.4 The property and funds of the Association shall be held and administered by the Committees.

10.5 The management of and access to the online Bank Account will be limited to only two people, the Membership Secretary and the Finance Lead elected by the Committee at the AGM or EGM. Expenses from the account for any purpose will be initiated by presentation of a signed requisition to the Membership Secretary, Treasurer, Secretary or Chair. Requests will be accepted for the following values, up to £100 will require one signatory, up to £250 will require two signatories, an amount of between £250 to £1000 (two hundred and fifty to one thousand pounds) will require three signatories and anything exceeding £1000 will require an Extraordinary/Annual General Meeting decision or an online poll with participation of at least 50% of Members meeting to sanction payment. Management of deposits into the online Bank account will be the responsibility of the Committee members with access to the online bank account.

10.6 In the event that the deposit held at the Bank exceeds £10,000 then a review may be initiated of these controls

10.7 The online banking account will have an associated cheque book the management of which will be attributed to the two elected Committee members (see clause 10.5) who will be the two independent signatories.

10.8 The annual subscription of the Association shall be decided for the ensuing year at the Annual General Meeting or an Extraordinary General Meeting but shall not be altered save by two-thirds majority of the members attending such a meeting
11. REPORTING ACCOUNTANTS/AUDITORS
Auditors may be appointed by a resolution at a General Meeting of the Association; Committee members shall not be eligible for appointment as auditors. (Such an appointment is not a statutory requirement).

12. ALTERATIONS TO THE CONSTITUTION
No alterations to the rules and constitution of the Association shall be made except at the Annual General Meeting or at an Extraordinary General Meeting and in any event no alteration to rules 10.8 of the constitution of the Association may be made.

13. COMPLAINTS/DISAGREEMENTS/SUGGESTIONS
Complaints and suggestions on matters concerning the association together with any disagreements as to its conduct or policies shall be made in writing to the Hon. Secretary.

14. DISCLAIMER
Any advice or assistance given or rendered to members 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 for any loss or damage. Members should take independent professional advice in all matters affecting their interests or where possible conflict could arise between members.

15. DISSOLUTION
In the event of the Association being wound up, any surplus funds shall be disbursed to a suitable registered charity to be decided upon by a simple majority of the membership.