NPRA Constitution

The Nottingham Park Residents’ Association Constitution

1.    Name

The Association shall be called the Nottingham Park Residents’ Association (NPRA).

2.    Aims

The Association’s aims are to:

  • promote residents’ interests and work to improve their services, amenities and environment;
  • encourage and facilitate local residents’ involvement through the provision of an established organisation;
  • organise events of interest to residents;
  • represent the interests of residents with regard to other private and public bodies, including, but not limited to, those who have powers in or over the Nottingham Park Estate.

3.   Powers

To further the above aims, the Association may affiliate to any body, receive funds or undertake any activities that may be of benefit to its membership.

4.    Membership

  • There shall be two types of membership
    • Full Membership;
    • Associate Membership.
  • Payment of a membership fee, to be agreed at the Annual General Meeting (AGM), is a condition of membership.
  • Members must be at least eighteen (18) years old.

Full Membership

  • Full membership of NPRA shall be open to all residents living in the designated area (irrespective of tenure), unless membership has been terminated according to the procedure detailed below. The ‘designated area’ is defined as within the boundary of the Nottingham Park Estate, living at a residential address liable to incur the Rate Charge levied by Nottingham Park Estate Ltd, with the addition of such other properties as the NPRA at a General Meeting may from time to time decide[1]. If residential status needs to be checked, ‘living’ at an address shall be defined as being listed on the Electoral Register compiled by Nottingham City Council.
  • Full membership confers the ability to participate fully in all activities of NPRA, including the ability to vote at meetings.

Membership Arrangements

  • The membership fee is payable on a per-household basis.
  • Any person aged 18 years or over within a household can become a member. They will be accorded the status of a member, with voting rights where applicable, by notifying the NPRA Membership Secretary of their name and contact details. A ‘head of household’ may list household members who then become NPRA members.  Where the names of household members are not notified to the Membership Secretary such people will not be considered members until the appropriate notification is given to the Membership Secretary, either by the person concerned, or by another householder on their behalf.

Associate Membership[2]

  • Associate membership is open to any person who does not meet the criteria for Full Membership, unless membership has been terminated according to the procedure detailed below. Associate Members cannot vote at meetings.

Conditions of Membership

  • Residents whose subscriptions are not paid cannot vote at meetings, and cannot hold office in NPRA. They can attend meetings with the status of a visitor, but can be asked to leave by a vote of the meeting should it wish to exclude them.
  • All members are expected to behave in a reasonable manner at all times at meetings or in premises used by NPRA, whilst involved in the activities of the Association. Failure to support the aims of NPRA or to behave reasonably whilst involved in the activities of the Association may lead to membership of the Association being terminated.

Termination of Membership

  • Members are asked to abide by the Code of Conduct. Failure to do so may result in membership of the Association being terminated.
  • If NPRA is to consider terminating an individual’s membership, the individual will be advised in writing of the reasons for the proposal and the time and place of the meeting where this matter is to be discussed (with 7 days notice of the meeting). This meeting will be a meeting of the Committee.
  • The individual concerned will be invited to speak to the meeting where the proposal is discussed, but will leave the meeting when the vote is to be taken.
  • The decision to terminate the membership will be taken by a majority of those present and voting at any committee or general meeting. Following the meeting, the Secretary will write to the person concerned and advise them of the meeting’s decision.
  • Any member so excluded shall have the right of appeal to the following AGM.

5.    Officers and Committee

  • The business of NPRA shall be conducted by a committee elected from the membership of the Association at each AGM.
  • NPRA Committee shall have the following Officers[3]:
  • Chair
  • Vice Chair
  • Secretary
  • Treasurer
  • Membership Secretary
  • and such other committee members as the Association shall determine at the AGM.

The Committee has the power to set up Sub-Committees including co-opted members for the purposes of managing or organising particular tasks. Co-opted members may not vote at full Committee meetings.

  • All decisions shall be taken by a simple majority of those present and each full committee member shall have one vote by a show of hands.
  • If any committee member has a conflict of interest in connection with any business being discussed at a meeting they must declare it. They may remain in the meeting, but may not speak or vote unless the conflict of interest is considered sufficiently important and in which case they may be asked to leave the meeting by the other members.
  • The formal election of Officers or Committee members may only be carried out at each Annual General Meeting of the Association or at a General Meeting called for the purpose. The Committee may temporarily fill any vacancy arising (through for example, death, resignation, moving away from the area) among the officers of the Association from its other Full Members until the next General Meeting.
  • If a Committee member does not attend three consecutive committee meetings without good reason, it may be considered by the committee that they no longer wish to be involved with the group and their role may be filled by a Full Member on a temporary basis until the next General Meeting.
  • The Committee shall meet as often as necessary and not less than three (3) times in each year. Reasonable notice of all meetings (7 days) will be given to Committee members and details sent to them on paper or electronically (at the address which the Membership Secretary holds), which shall include the date, time and place of the meeting and an agenda of the matters to be discussed.
  • The Committee may invite members and non-members of NPRA to Committee Meetings. Those invited may speak but cannot vote.
  • Any officer(s) or member(s) delegated to represent the Association in dealing with any other organisation or group shall act on the instructions of the Committee or General Meeting (as appropriate) and shall report back to the following Committee or General meeting.

6.   Quorum at Meetings

6.1. Committee Meetings:

  • The quorum (the minimum number of Committee members required to make decisions on behalf of the committee) for Committee meetings of the Association shall be one-third of the Committee membership, or at least three (3) members (one of these to be an officer of the Committee), whichever is the lower.   No binding decision can be made if a Committee meeting is not quorate.
  • General Meetings (Annual and Special General Meetings): The quorum for these meetings shall be 10% of the Full Membership or at least 20 Full Members, whichever is the lower (one of these to be an officer of the Committee), No General meeting will take place if it is not quorate.

7.    Annual General Meeting

  • The Committee shall call an Annual General Meeting of the Association, which is open to all members.
  • Not less than twenty eight (28) days notice of the Annual General meeting shall be given to all members (28 days notice is a minimum and if the Committee chooses this can be extended.) The final agenda for the meeting will be published not less than seven (7) days prior to the meeting[4].
  • The Annual General Meeting will be advertised in a public place in the Nottingham Park Estate.[5]
  • The business at each AGM will include[6]:
  • the committee’s report of activity during the year;
  • the Treasurer’s report, which shall present independently examined accounts of the Association for the previous year, which if approved shall be adopted;
  • agreeing the membership fee for the year ahead;
  • consideration of any proposed alterations to the constitution of NPRA and Code of Conduct for Members;
  • the election of officers and Committee members;
  • the appointment of the independent examiner for the accounts for the next year;
  • consideration of any suggestions or resolutions from members as notified to the Secretary in writing up to fourteen (14) days before the meeting;
  • any other business previously notified in the notice of the meeting.
  • No binding vote may be taken on any business that has not been notified to members before the meeting, and discussion on such business may take place only at the discretion of the Chair.
  • If a meeting has lasted more than two (2) hours, it may be adjourned to a time and place determined by the meeting, no further notice being required.

8.   Special General Meeting

  • The Secretary shall call a Special General Meeting on the request, with reasons given in writing, of
  • a simple majority of the Committee, or
  • 20% of Full Members, or
  • 30 Full Members.
  • The Secretary shall give at least fourteen (14) days notice of the date of a Special General Meeting, which shall take place within forty two (42) days of receiving the request or petition. The notice shall give details of the business to be discussed at the meeting. A Special General Meeting will be advertised in a public place in the Nottingham Park Estate (see 7.3 above).
  • No business may be discussed unless it has been notified in advance of the meeting.
  • No Special General Meeting will take place if it is not quorate and no further meeting shall be called on the same topic.
  • The decisions of General Meetings of the Association shall be binding on the Committee who will carry out those decisions. All decisions shall be taken by a simple majority vote of members present.

9.   Voting at Meetings

  • Where Officer and Committee positions are contested, an election will be conducted using a secret ballot. The outcome will be decided by a simple majority vote. In the event of a tie in these elections the outcome will be decided by drawing lots.
  • All other votes will be conducted by a show of hands, unless there is a proposal, duly seconded for a secret ballot on any particular item. Should that proposal be made then a secret ballot will be held[7].
  • There is no provision for proxy or postal votes in the event of members being absent from a meeting.
  • In the event of a tied vote (other than for 9.1) the Chair shall have an additional casting vote.

10. Finance

  • The Financial year adopted by the Association ends on 31st
  • The Committee should approve any payments to be made on behalf of the Association prior to the commitment of expenditure.
  • A bank account will be held in the name of the Association. The Committee shall nominate a minimum of three Committee members to be authorised signatories on all cheques.  Each cheque will be signed by two of the authorised signatories.  No two members of the same household or family can be signatories.
  • All money raised by or on behalf of NPRA is to be used only to further the aims of the Association.

11.   Alterations to Constitution

  • Any proposal to alter this Constitution must be discussed at a General Meeting or an AGM and the proposed alteration(s) submitted to the Secretary of the Association at least twenty-one (21) days before the General Meeting at which it is to be discussed.  At least fourteen (14) days notice shall be given of such a meeting, together with the wording of the proposed alteration(s)Any alteration shall require the approval of two-thirds of those present and voting at the meeting.

12.    Dissolution

  • If the Committee (or, if a Committee no longer exists, at least 10% of the Full Membership, or at least 20 Full Members, whichever is the lower) considers that the Association be dissolved, they shall give at least twenty eight (28) days notice to all those eligible for membership of a General Meeting at which the matter shall be discussed. For the sole purpose of dissolution a quorum need not apply, and the Association may be dissolved by a two-thirds majority of those present.  Such notice can be made by informing members paying subscriptions of the meeting in writing, and advertising the meeting in a public place in the Nottingham Park Estate.
  • A final statement of accounts must be produced and independently examined and made available on request to any interested parties. Any grants received from external organisations, which have not been used by the time of dissolution, should be offered back to the granting body or its successor organisation.  Any assets, financial and otherwise remaining when the Association has satisfied its liabilities shall be applied for such purpose of benefit to the community as the meeting shall decide, or passed to another organisation with similar aims and objectives.

 

Appendix 1

This Appendix forms part of the Constitution

Code of Conduct for members of the Nottingham Park Residents’ Association (NPRA).

  1. Participation in NPRA

Members must at all times observe the Code of Conduct while taking part in a meeting:

  • be courteous to each other and support and assist other members in seeking the best possible solution to problems being discussed;
  • allow each other the opportunity to speak and comment;
  • follow the guidance of the Chair in the conduct of the meetings;
  • remember to follow the agenda, and to help each other reach effective decisions;
  • remember that the purpose of the meeting is to benefit residents generally and not specific individuals;
  • not speak or write on behalf of NPRA without the prior agreement of NPRA Committee or a General Meeting;
  • operate within the rules laid down in the Constitution.
  1. Discrimination

All those who attend meetings have the right to be treated with dignity and respect.  No one should be unfairly discriminated against.

  1. Constitution

 The Constitution (and appendices) shall be available from the Secretary, and published on the NPRA website.

  1. Conflicts of Interest

 Individual Members should disclose any interest, whether personal or on behalf of any group they represent, that they consider may affect or influence their approach to the matter under discussion.

  1. Confidentiality

 If requested, confidential documents will be handed back to the Chair at the end of meetings.

  1. Breach of Code of Conduct
  • If a member of the NPRA (or a visitor at an NPRA meeting) does not abide by the Code of Conduct, the Chair will warn that if they break the Code again they may be asked to leave the meeting, and if applicable, ultimately membership of the Association could be terminated.
  • The Chair will give the member or visitor two further verbal warnings (a maximum of three verbal warnings in any one meeting and /or three consecutive meetings).
  • If the member or visitor continues to ignore the code then the Chair will ask the member to leave.
  • If this leads to a person’s membership being considered for termination, the procedure that will be adopted is set out under Item 4 ‘Membership’ of the NPRA Constitution.

 Appendix 2

This Appendix does not form part of the Constitution

Principal Duties of Officers

Duties of Chair

The Chair shall set the agenda for meetings in consultation with the Secretary, keep order at meetings, ensure meetings are quorate, ensure that actions from previous meetings are carried out, sign off minutes of the previous meeting as a true record and ensure that members have an opportunity to speak at meetings.

Duties of Vice Chair

The Vice Chair shall assist the Chair in their duties, and stand in when the Chair is absent.

Duties of Secretary

The Secretary shall be responsible for calling all meetings, notifying members, ensuring that a proper record is kept of meetings of the Association, its Committee and any Sub-Committees in the form of minutes, distributing the minutes as required by the Committee or General Meeting and holding full records of the Association on file, which may be examined when given at least fourteen (14) days notice by any two (2) members of the Association or a representative of any funding body.

Duties of Treasurer

The Treasurer shall maintain a banking account in the name of the Association.

The Treasurer shall keep proper accounts of income and expenditure and report the financial situation to the Committee at least six monthly (or as required by the Committee or General Meeting).

At the end of each financial year annual accounts shall be produced.  This can be in the form of a simple income and expenditure account and balances at the start and the end of the year.  These accounts shall be examined by an independent examiner, either a qualified accountant or a member of the Association, appointed by the membership at the Annual General Meeting.  The treasurer shall present the examined annual accounts to the members at the Annual General Meeting.

Duties of Membership Secretary

The Membership Secretary shall maintain a list of members of NPRA and their contact details for the purposes of communicating with members.  In liaison with the Treasurer the Membership Secretary shall establish if membership subscriptions are paid, which is a requirement of membership of NPRA.

The Membership Secretary shall ensure that records of personal data are held and used by NPRA in accordance with applicable data protection legislation.

Appendix 3

This Appendix does not form part of the Constitution

Model Annual General Meeting Agenda

Guidance notes are in italics

  1. Welcome to the meeting

The Chair will welcome members to the meeting and briefly outline what is to happen.  At this point the meeting has commenced and people ‘joining/paying on the door’ should cease.

  1. Apologies for absence

The Chair will detail any member who wishes to have their apologies recorded.

  1. Minutes of the last AGM

The Secretary will present the Minutes from the previous AGM for consideration as a true record.  There should be a vote to accept them.

  1. Matters arising from the minutes

An opportunity to report back on any matters arising from points detailed in the minutes of the last AGM.

  1. Correspondence relevant to AGM

If there is any correspondence relevant to the AGM it can be considered at this point.

  1. Officers’ reports

At this point the existing officers will give reports of interest to the AGM, and answer questions from members.

  1. Chair

The report would typically be a short review of the year passed, and the activities of NPRA

  1. Membership Secretary

The membership secretary would give a total of current members, with added detail of the numbers having joined and left during the year.

  1. Treasurer

The Treasurer would submit the annual accounts (as audited) in writing, for members to consider.

  1. Approval of Accounts

The meeting would vote to accept or reject the accounts of NPRA as submitted by the Treasurer.

  1. Constitutional Matters

If required, any proposals to alter the NPRA Constitution or Code of Conduct for Members would be considered here, and voted upon by the meeting.

  1. Election of Officers and other Post Holders

The following posts are open for election.  Nominations to the positions can be made in advance and up to and including this point on the agenda. Volunteers who wish to be nominated can be asked to indicate by the Chair.  The Chair should stand aside whilst their position is considered.  In the event of a change of Chair, the incoming post holder may choose to permit the outgoing Chair to continue to run the meeting up to the end of the AGM.

  1. Chair
  2. Vice Chair
  3. Secretary
  4. Treasurer
  5. Membership Secretary
  6. Auditor(s) – It is suggested that 2 be sought from the membership.

 

  1. Size of Committee and Election of Committee members

The size of the Committee will be proposed and names of Committee members put forward.  If an election is required those with the most votes in descending order, until the places are filled, will be elected to the Committee.

  1. Membership fee proposals

A membership fee (to apply to both Full and Associate members) should be set, or any proposed alterations considered here, usually proposed by the Treasurer on behalf of the Committee, for the membership to approve.  If the proposal is to alter the fee, and this proposal is rejected, the existing fee shall continue to apply.

It should be noted that in order to implement a new membership fee, which commences at the start of a calendar year, sufficient time must be allowed to notify members of the new fee, so that Standing Order arrangements can be amended etc.  In practice this means that an AGM held soon after the end of NPRA’s financial year (which ends on 31st October) does not permit enough notice for a change to be implemented the following January.  Thus proposed fees will be for the calendar year after the one following the AGM concerned.

  1. Agreement of banking details and bank account signatories

This item will ensure there is evidence to present to the NPRA’s chosen bank of authority for banking arrangements.  The Treasurer will propose a bank to hold the account; the account signatories will be named as per the Committee’s recommendation (e.g. any two signatures from those of the Secretary, the Chair, the Treasurer) and agreed by the meeting, and recorded in the minutes.

  1. Resolutions submitted to the AGM

This is the opportunity to consider any motions that may have been submitted to the AGM

  1. Any other business relevant to the AGM

This completes the formal business of the AGM