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Ludlow Town Centre Residents Association


Updated 2013

A Name

The name of the Association is the Ludlow Town Centre Residents' Association ("the Association")

B Administration

1. 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 as constituted by clause G of this constitution ("the Committee").

2. This constitution may be amended by a majority vote of members at the Annual General Meeting (AGM) or a special general meeting of the Association. It may also be amended by the Committee at its meetings however amendments made by the Committee lapse at the next AGM unless ratified by a majority vote of members at the AGM.

C Objects

The Association's objects shall be:

1. To promote the interest of those residents of Ludlow town centre living within the river loops of the Teme and the Corve bounded by Bromfield Road, St Mary's Lane, Corve Street to the north and to the east by the Ludlow Town Council wards of Whitcliffe and Corve (and hereinafter called "the neighbourhood")

2. To have regard for all areas of the town centre;

3. To represent the interests of residents to local and national authorities and other organisations;

4. To encourage an increase in the number of residents in the town centre thus helping to ensure a vigorous community life;

5. To monitor and comment on planning, development and environmental issues such as the use of open spaces, traffic schemes and parking, policing and street cleansing in or affecting the Association’s area of interest.

D Powers

In furtherance of the objects but not otherwise, the Committee may exercise the following powers:

1.  Power to raise funds and to invite and receive contributions provided that in raising funds the Committee shall not undertake any substantial permanent trading activities and shall confirm to any relevant requirements of the law;

2.  Power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;

3.  Power subject to any consent required by law to sell lease or dispose of all or any part of the property of the Association;

4.  Power subject to any consents required by law to borrow money and to charge all or any part of the property of the Association with repayment of the money so borrowed;

5.  Power to employ such staff (who shall not be members of the Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary, provision for the payment of pensions and superannuation for staff and their dependants;

6.  Power to co-operate with other associations, charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar purposes and to exchange information and advice with them;

7.  Power to establish or support any charitable trust, association or institution formed for the pursuance of any of the objects;

8.  Power to appoint and constitute such advisory committees as the Committee may think fit;

9.  Power to do all such other lawful things as are necessary or desirable for the achievement of the objects.

E Membership

1.  Membership of the Association shall be open to any person over the age of eighteen years, living within the neighbourhood, interested in furthering the objects and who has paid the annual subscription as laid down from time to time by the Committee.

2.  Every member shall have one vote (but see J4 below).

3.  The Committee may by, unanimous vote and for good reason terminate the membership of any individual, provided that the individual concerned shall have the right to be heard by the Committee, accompanied by a friend, before a final decision is made.

4. Membership shall (except as laid down in E5 below) be for one year at a time, from 1 January each year to 31 December in the next year. Annual subscriptions are to be paid before the end of February otherwise membership will be deemed to have lapsed. Before the end of the previous year (by 31 December), the Committee shall notify all members of the requirement to renew their membership before the end of February.

5. Previous members whose membership has lapsed may exceptionally renew their membership at the Annual General Meeting (AGM) of the Association before the start of business. They shall pay the full annual membership fee and will then be entitled to vote at that AGM.

G Committee

1. At the AGM of the Association the members shall elect from amongst themselves a chairman and a treasurer (the Honorary Officers). The members shall then elect between four and ten further Committee members. All those elected must be willing to be elected, must be nominated in advance, seconded by another member and elected by a majority of those present. If members are unwilling to be nominated as Honorary Officers or insufficient members are willing to join the Committee, then the previous year’s Committee shall continue in post unchanged and their resignations shall be cancelled.

2. The Committee shall consist of not less than six members nor more than twelve members comprising the Honorary Officers and the other members elected at the AGM. They shall hold office from the conclusion of that AGM until the start of the next AGM. One of the Committee, if willing, may be appointed to the office of secretary by a majority vote of the Committee.

3.  The Committee may in addition, at its meetings, appoint not more than three co-opted members (but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Committee would be co-opted members or the Committee would exceed twelve members). Each appointment of a member shall be made at a meeting of the Committee and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant, until the next AGM.

4. At the next AGM, all committee members shall resign from office but may offer themselves for re-election if they so choose when, along with any other  member/s of the Association nominated and seconded at the AGM they may stand for election by the membership present as specified in G1 above. If the membership is unable to form a new Committee then the previous Committee shall continue in post and their resignations shall be cancelled.

5.  No person shall be entitled to act as a member of the Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Committee a declaration of acceptance and of willingness to act in accordance with the objects of the Association.

H Cessation of Committee Membership

 A member of the Committee shall cease to hold office if he or she:

1.  becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs, as agreed by unanimous vote of the Committee;

2.  Is absent without the permission of the Committee from all their meetings held within a period of six months and the Committee resolves by unanimous vote that his or her office be vacated;

3.  Notifies to the Committee a wish to resign (but only if at least three members of the Committee will remain in office when the notice of resignation is to take effect).

I Committee Members not to be personally interested

No member of the Committee shall acquire any interest in property belonging to the Association (otherwise than as a trustee for the Association) or receive remuneration from the Association or be interested (otherwise than as a member of the Committee) in any contract entered into by the Association.

J Meetings and proceedings of the Committee

1. The Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairman or by any two members of the Committee upon not less than seven days’ notice being given to the other members of the Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days’ notice must be given.

2. The chairman shall chair all meetings of the Committee if present. If the chairman is absent from any meeting, the members of the Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.

3. There shall be a quorum when at least one third of the number of members of the Committee for the time being or three members of the Committee, whichever is the greater, are present at a meeting.

4. Every matter shall be determined by a majority of votes of the members of the Committee present and voting on the question (except for Association and Committee membership issues, which shall require a unanimous vote) but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.

5. The Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.

6. The Committee may appoint one or more sub-committees consisting of three or more members of the Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Committee and shall be conducted in accordance with this constitution.

K Receipts and expenditure

1. The funds of the Association including all subscriptions, donations, contributions and bequests, shall be paid into an account operated by the Committee in the name of the Association at such bank as the Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Committee.

2.  The funds belonging to the Association shall be applied only in furthering the objects.

3. Members of the Committee shall be indemnified by the Association in respect of any expenditure properly incurred by them on behalf of the Association.

4. All income and expenditure is to be properly recorded by the Treasurer. Receipts are to be provided and records kept for all income. Receipted original invoices are to be kept for all expenditure, cross-referenced to cheque numbers. Financial records are to be kept for seven years.

L Accounts

The Treasurer shall be responsible for:

1.  The keeping of accounting records for the Association;

2.  The preparation of annual report and accounts for the Association.

3. Submission of the annual report and accounts to an independent examiner for examination prior to the AGM. The independent examiner may be a member of the Association, but shall not be a member of the Committee and shall not be related or connected to the Treasurer in any way.

4. The Association’s financial year shall be from 1 April to 31 March in the next calendar year.

M Annual General Meeting (AGM)

1. There shall be an AGM of the Association which shall be held in the month of September in each year or as soon as practicable thereafter.

2. Every AGM shall be called by the Committee. The secretary shall give at least 21 days’ notice of the AGM to all the members of the Association. All the members of the Association shall be entitled to attend and vote at the meeting. Lapsed members may rejoin at the AGM by paying that year’s full subscription.

3. The current chairman shall chair the AGM but if he or she is not present, before any other business is transacted, the persons present shall appoint a member of the Committee as chairman of the meeting.

4. The Committee shall present to each AGM the report and accounts of the Association for the preceding year (the financial year ending on 31 March in that calendar year).

5. Nominations for election to the Committee must be made by members of the Association in writing and must be in the hands of the secretary of the Committee at least fourteen days before the AGM. All nominees must also be seconded by another member at the AGM and elected by a majority of those present.

N Special General Meetings

The Committee may call a special general meeting of the Association at any time. If at least ten members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days notice must be given to all members. The notice must state the business to be discussed.

O Procedures at General Meetings

1. The secretary or other person specially appointed by the Committee shall keep a full record of proceedings at every general meeting of the Association.

2. There shall be a quorum when at least one tenth of the number of members of the Association for the time being or ten members of the Association whichever is the greater are present at any general meeting.