Woodfield Park Residents Association

Constitution of Woodfield Park Residents Association


Version 2.0
July 2006

Table of Contents

1. Name
2. Objects
3. Members
4. Subscriptions and Charges
5. General Meetings
6. Notice of General Meetings
7. Proceedings at General Meetings
8. Committee of the Association
9. Power and Duties of the Office-bearers
10. Proceedings of the Committee
11. Execution of Documents
12. Accounts/ Bank Account
13. Minutes
14. Indemnity
15. Additions and Alterations to Constitution
16. Dissolution

1. Name

The name of the Association shall be "Woodfield Park Residents Association" (hereinafter called "the Association").

2. Objects

The objects for which the Association is established are as follows:

    (i) to encourage and promote the creation of a pleasant environment for the area comprising Woodfield Park, Edinburgh (hereinafter called "Woodfield Park") on behalf of all the proprietors there and to protect and enhance the amenity of Woodfield Park as far as possible within the powers of the Association;

    (ii) to act as the instrument through which all the proprietors of the dwellinghouses at Woodfield Park are able to meet their joint legal obligations for the maintenance, renewal and upkeep in a sound and tidy state of all common areas (including all the buildings and erections thereon; all walls and fences all roads and all trees, shrubs and other plants); and to organise repair and renewal works including the felling of dangerous trees on behalf of all the said proprietors;

    (iii) to collect annual maintenance fees and any exceptional charges which may arise from time to time from all proprietors on the basis of an equal contribution from each dwellinghouse;

    (iv) to encourage a sense of community among the proprietors of Woodfield Park by the holding of social events, the promotion of community projects or otherwise;

    (v) to maintain a set of useful local information and make this available to all proprietors of Woodfield Park, particularly new proprietors, through electronic means (web site) and on paper;

    (vi) to liaise with the City of Edinburgh Council, the Police, the Colinton Amenity Association, other residents associations and other bodies as appropriate to represent the interests of the proprietors of Woodfield Park;

    (vii) to further the interests of the proprietors of Woodfield Park whether in pursuance of the foregoing objects or otherwise;

    (viii) to do all such other things as are incidental or conducive to the attainment of the foregoing objects.

The Association shall not:

    (i) take sides in any dispute between individual proprietors or neighbours;

    (ii) represent the views of some proprietors against others whether these be in the minority or majority of proprietors;

    (iii) deal with the Feudal Superior (CALA) unless it is representing the view of all proprietors as assessed by the Committee or by a general meeting;

    (iv) attempt to impose views or restrictions on any proprietor other than providing such information as it may have about the issue concerned.

3. Members

The proprietor(s) of each dwellinghouse in Woodfield Park shall be admitted automatically as Members of the Association by virtue of their current proprietorship but there shall be only one vote cast at a general meeting for each dwellinghouse. Therefore, joint proprietors should nominate one of the proprietors to vote on behalf of all the proprietors of that dwellinghouse.

The membership of a Member shall cease immediately in the event of the said proprietors ceasing to be proprietors of a dwellinghouse in Woodfield Park and any arrears in annual subscription or exceptional charges applying during the period of their proprietorship should be paid promptly to the Treasurer. Membership shall also cease in the event of the death of the Member.

4. Subscriptions and Charges

Every Member shall ensure that the Association is paid an annual subscription for each dwellinghouse in Woodfield Park at such rate or rates as may be fixed by the Association in general meeting from time to time on 1 October each year and also any exceptional charges which may be levied from time to time. No apportionment will be made over periods of the financial year: the Members as at the 1 October of any year or as at the date of the letter from the Chairman requesting the exceptional charge will be liable for the whole of the subscription or charge applying at the said date.

5. General Meetings

The Association shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year and shall specify the meeting as such in the notice calling it; and not more than fifteen months shall elapse from the date of one Annual General Meeting of the Association and that of the next. The Annual General Meeting shall be held at such time and place as the Committee shall appoint.

All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

The Committee may whenever it thinks fit convene an Extraordinary General Meeting and Extraordinary General Meetings may also be convened by not less than fifteen per centum of the Members of the Association who shall sign a requisition which shall be delivered to the Secretary of the Association.

6. Notice of General Meetings

Annual General Meetings and Extraordinary General Meetings shall be called by fourteen days notice in writing at the least except, in the case of an Extraordinary General Meeting should the Committee consider the business of sufficient urgency, three days notice shall be adequate.

The notice shall be exclusive of the day on which it is served and the day for which it is given and shall specify the place the day and the hour of the meeting and the nature of the business and shall be given to all Members of the Association provided that a meeting of the Association shall notwithstanding that it is called by shorter notice than that specified in this Rule be deemed to have been duly called if it is so agreed by all the Members entitled to attend and vote thereat.

The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by any Member entitled to receive notice shall not invalidate the proceedings at that meeting.

7. Proceedings at General Meetings

The following business shall be transacted at each Annual General Meeting of the Association:

    (i) the report of the Chairman;

    (ii) the consideration of the audited accounts of the Association; the election of the Committee of the Association and the appointment of an Auditor (who may be Member of the Association but not an office-bearer or Committee Member) together with such other business as may be included in the agenda by the Committee due notice thereof having been given to the Members.

Every Member of the Association shall be entitled to attend general meetings of the Association but only the nominated Member for each dwellinghouse may vote. Other residents of Woodfield Park may attend and speak at general meetings but shall have no right to vote.

No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business; ten voting Members present in person or by proxy shall be a quorum.

If within half an hour from the time appointed for a general meeting a quorum is not present the meeting if convened upon a 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 Committee may determine.

The Chairman of the Association whom failing the Vice-Chairman shall preside as Chairman of every general meeting of the Association or if there is no such Chairman or Vice-Chairman or if they shall not be present within fifteen minutes after the time appointed for the holding of the meeting or are unwilling to act the Members assembled shall choose one of their number to be Chairman of the general meeting.

The Chairman may with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the general meeting from time to time and from place to place but no business shall be transacted at any adjourned general meeting other than the business left unfinished at the general meeting from which the adjournment took place.

When a general meeting is adjourned for thirty days or more notice of the adjourned general meeting shall be given as in the case of an original general meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned general meeting.

All decisions and resolutions of the Association in general meeting shall require the votes of a majority of the Members present either personally or by proxy.

In the event of an equality of votes the Chairman of the general meeting shall have a second (casting) vote.

All decisions and resolutions made shall be binding on all Members and all Members shall be notified that such decision has been taken or that such resolution has been passed.

At all general meetings each voting Member shall be entitled to vote either personally or by proxy. Proxies shall be appointed in writing. A proxy need not be a Member of the Association. The written appointment of the proxy shall be deposited with the Secretary of the Association at the general meeting or adjourned general meeting at which the proprietor named in the letter proposes to vote.

A vote given in accordance with the terms of an Instrument of Proxy shall be valid notwithstanding the previous death or incapacity of the principal or revocation of the proxy or of the authority under which the proxy was executed provided that no intimation in writing of such death, incapacity or revocation aforesaid shall have been intimated by the Secretary of the Association before the proxy is used.

8. Committee of the Association

The affairs of the Association shall be carried out on behalf of the Members by a Committee consisting of a Chairman, a Vice Chairman, a Secretary, a Treasurer, (hereinafter called "the Office-bearers") and up to four other Members (hereinafter called "the Committee members"). In the event of there being no nomination for Vice-Chairman that office may be held by either the Secretary or the Treasurer by decision of the Chairman. The Committee shall represent all proprietors and so should be drawn from as many different areas of Woodfield Park as possible.

The Office-bearers and Committee-members shall be elected by the Members of the Association in general meeting as follows: at the first general meeting of the Association the said Committee shall be elected and at the Annual General Meeting of the Association every subsequent year the Committee shall retire from office but every retiring Office-bearer and Committee member shall be eligible for re-election.

The Members of the Association at the meeting at which an office-bearer or Committee member retires may fill the vacated office by electing a person thereto and, in default, every retiring Office-bearer or Committee member offering himself/herself for re-election shall 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 office-bearer or Committee member shall have been put to the meeting and lost.

Only persons who have within the previous five years been an Office-bearer or Committee member for two or more years shall be eligible for election as an Office-bearer at any general meeting.

The Chairman shall have the right to appoint any Member as an Office-bearer or Committee member at any time to fill a casual vacancy but would normally consult the Committee before doing so.

The Members of the Association may from time to time by decision in general meeting increase or reduce the number of Office-bearers and Committee members.

Any Office-bearer or Committee member shall vacate office in any of the following events:

    (i) if he/she is unable to discharge the responsibilities of his/her office;
    (ii) if he/she ceases to be a Member of the Association;
    (iii) if the Association in general meeting pass a resolution to that effect.

9. Power and Duties of the Office-bearers

The business of the Association shall be managed by the Committee which may exercise all such powers of the Association except those which are by these Rules required to be exercised by the Association in general meeting. The Committee shall not borrow any sums of money nor shall it enter into any legal contracts involving a financial liability in excess of the assets of the Association at the time of the contract.

10. Proceedings of the Committee

The Committee of the Association may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority vote. In the case of an equality of votes, the Chairman shall have a second (casting) vote.

The quorum necessary for the transaction of the business of the Committee shall be three. The Committee may delegate any of their powers to sub-committees consisting of such member or members of their body or such other person or persons as they think fit; and any or sub-committee so formed shall in the exercise of the powers so delegated to it conform to any regulations that may be imposed on it by the Committee or Chairman.

11. Execution of Documents

Documents shall be executed on behalf of the Association by any two office-bearers, one of whom would normally be the Chairman or Vice-Chairman.

12. Accounts/ Bank Account

The Committee shall cause true accounts of the Association to be regularly entered in proper books which books shall be open to inspection by every Member of the Association at all times. The accounts shall show the sums of money received and expended by the Association and the matters in respect of which receipts and expenditure take place and the credits and liabilities of the Association and shall be audited by the Association's Auditor.

A bank account shall be kept in the name of the Association in such bank or banks as the Committee may decide and shall be operated on by cheques signed by any two of three named Office-bearers. All cash shall be banked as promptly as possible and an interest-bearing account used.

13. Minutes

The Committee shall ensure the secure storage of a record of all minutes of all proceedings and decisions and resolutions of the Association in general meeting and of the Committee and other sub-committees.

14. Indemnity

Every Office-bearer and Committee member of the Association shall be indemnified by the Association failing which by the Members against any liability in respect of loss, costs, charges, damages and expenses which may arise from or in the course of his/her duties but not against liability which by virtue of any rule of law would be attached to him/her in respect of any negligence, default, breach of duty or breach of trust of which he/she may be guilty in relation to the Association.

15. Additions and Alterations to Constitution

No new rules shall be made and none of the rules herein contained shall be amended, altered or rescinded unless a decision to that effect is passed by not less than two thirds of the Members of the Association present either personally or by proxy in general meeting duly convened in accordance with this Constitution.

16. Dissolution

The Association may be dissolved by resolution passed by not less than two thirds of the Members present in person or by proxy at an Extraordinary General Meeting of the Association called for that purpose by notice posted to each Member twenty one days at least before the date of the meeting. Such a meeting shall be called only on the authority of a resolution of the Committee or on the requisition in writing of at least eight Members of the Association.

The basis on which the assets are to be distributed and the liabilities met shall be determined at the Extraordinary General Meeting at which the resolution proposing the dissolution is passed. On the dissolution of the Association if its funding shall prove insufficient to meet its liabilities the insufficiency shall be contributed by all Members who shall have been Members of the Association on the date of the dissolution. The actual contribution shall be calculated on the basis of each dwellinghouse carrying equal weight.