CONSTITUTION

of

Humber Avenue Community Allotments Community Interest Company.

acting as byelaws to the articles of association

  1. Name

The name of the Company is Humber Avenue Community Allotments Community Interest Company referred to hereafter as HACA.

Objects

The Objects are:

    1. To provide recreational, educational and healthy opportunities for all of the community through horticultural activities.
    2. To manage the allotments at Humber Avenue on behalf of the plot holders.
    3. To enhance family activities.
    4. To educate young people about healthy eating through growing fruit and vegetables.
    5. To stimulate physical activities to benefit both mind and body through outdoor activities.
    6. To offer social activities related to horticulture to tackle loneliness and isolation.

Powers

HACA has the following powers, which may be exercised only in promoting the Objects:

    1. To manage allotments and to make agreements with allotment holders on such terms, including rent and other charges, and subject to such rules as HACA shall determine from time to time.
    2. To provide advice and publish or distribute information.
    3. To join, affiliate to, co-operate with, support, administer or set up other bodies.
    4. To raise funds in pursuit of its objectives.
    5. To set aside funds for special purposes or as reserves against future expenditure.
    6. To insure the property of HACA against any foreseeable risk and take out other insurance policies to protect HACA, its officers and its volunteers, tenants and members of the public on sites it manages.
    7. Subject to sub-clause 9.3, to employ paid or unpaid agents, staff or advisers.
    8. To do anything else within the law which promotes or helps to promote the Objects.

Membership

    1. Membership of HACA is open only to allotment holders. Every person who holds an allotment which is managed by HACA shall be a member of HACA as an automatic consequence of the tenancy agreement.
    2. Membership is automatically terminated when a member ceases to hold an allotment
    3. The Committee must keep a register of members.

General Meetings (AGM and EGM)

    1. Members are entitled to attend Annual General Meetings (AGMs), which are called on at least fourteen clear days written notice to the members specifying the business to be transacted.
    2. There is a quorum at an AGM if the number of members personally present is at least 8.
    3. The Chairman or in his absence another member of the committee presides at a general meeting.
    4. Except where otherwise provided by this Constitution, every issue at a general meeting is determined by a simple majority of votes cast by the members present in person.
    5. Except where otherwise provided by this Constitution, voting is by a show of hands, but the chairman of the meeting or not less than five members present. in person may require, before or after a show of hands, a poll vote.
    6. Except for the chairman of the meeting, who has a second or casting vote, every member present in person is entitled to one vote on every issue.
    7. An AGM must be held in every year.

At an AGM the members:

      1. Approve the minutes of the previous AGM and any intervening Extraordinary General Meetings (EGM).
      2. Receive the report of the Committee on HACA activities since the previous AGM.
      3. Receive the accounts for the previous financial year.
      4. Appoint an auditor or independent examiner or delegate such appointment to the Committee.
      5. Accept the retirement of those elected Committee Members who are retiring.
      6. Elect Committee Members to fill the vacancies arising, through an election process determined by the Committee which must include all members being invited to nominate themselves or other members as candidates and all candidates’ names being supplied to members with the notice of the meeting; and
      7. Discuss any issues of policy or deal with any other business put before them by the Committee.
    1. Any general meeting which is not an AGM is an EGM.
    2. An EGM may be called at any time by the Committee and must be called within twenty-eight clear days after a written request to the Committee from at least eight members unless a majority of the requesting members agree to a longer period or unless the Committee reasonably requires more time to meet the requirements of clause 5.
    3. A member’s request for an EGM is subject to the following:

       

      1. A member’s request shall state the business of the meeting and the re solution or resolutions to be put to the meeting.
      2. A member’s request shall be accompanied by the name, address and signature of each member making the request.
      3. The request shall be in writing and may be on more than one piece of paper but each page which carries a member’s signature shall state the resolution or resolutions.
      4. A member’s request may be accompanied by a statement which, without the agreement of the Committee, shall not exceed 500 (five hundred) words and this statement shall be sent to all members with the notice of the meeting.
      5. Any person directly affected by the resolution shall be supplied by the Committee with a copy of the resolution and member’s statement and be invited by the Committee to submit a statement which, without the agreement of the Committee, shall not exceed one thousand words, and this statement shall be sent to all members with the notice of the meeting.
      6. The Committee may circulate one or more statements to accompany the notice of the meeting or otherwise.
      7. The Committee is not obliged to call a meeting or circulate a resolution or statement which it reasonably considers is vexatious, frivolous or unlawful but shall explain its reasons to those members who have requested a general meeting and invite them to amend such resolution or statement.

The Committee

    1. The Committee has control of any property and funds managed by HACA.
    2. The Committee when complete consists of at least five elected individuals or authorised representatives, all of whom must be members. The Committee may also appoint or co-opt members throughout the year for additional tasks.
    3. All elected and appointed Committee Members must stand down at each AGM but, if eligible, may re-stand for election.
    4. In so far as members of the Executive Committee are concerned, who will usually but not automatically be directors of Humber Avenue Community Allotments Community Interest Company, identified by their role as Chair, Company Secretary and Treasurer, each person standing for the position will need the approval of a majority of other committee members before being allowed to continue in the post.
    5. The Committee may co-opt as a Committee Member any member to fill a casual vacancy amongst the elected Committee Members.
    6. Selected Committee Members are appointed by resolution of the Committee to hold office until the end of the next AGM.
    7. A Committee Member’s term of office automatically terminates if he or she:

       

      1. Is incapable, whether mentally or physically, of managing his or her own affairs.
      2. Is absent from three consecutive meetings of the Committee without reasonable cause.
      3. Ceases to be a member of HACA.
      4. Resigns by written notice to the Committee
      5. Is removed by a resolution passed by every one of the other Committee Members after they have invited the views of the Committee Member concerned and considered the matter in the light of any such views. The Committee shall offer the Committee Member the opportunity to meet with the Committee and at such a meeting the Committee Member shall be entitled to be accompanied and assisted by one person of his or her choosing.
    8. A retiring Committee Member is entitled on written request to an indemnity from the continuing Committee Members at the expense of the HACA in respect of any liabilities properly incurred while he or she held office.
    9. A technical defect in the appointment of a Committee Member of which the Committee is unaware at the time does not invalidate decisions taken at a meeting.

Committee Proceedings

    1. The Committee must hold at least six meetings each year.
    2. A quorum at a meeting of the Committee is four Committee Members, but if the total number of Committee Members is below four then the remaining Committee Members may act, but only to co-opt additional Committee Members.
    3. A Committee meeting may be held either in person or by suitable electronic means agreed by the Committee in which all participants may communicate with all other participants.
    4. The Chairman or if the Chairman is unable or unwilling to do so another Committee Member chosen by the Committee Members present presides at each meeting of the Committee.
    5. Except where otherwise provided by this Constitution every issue may be determined by a simple majority of the votes cast at a meeting of the Committee but a resolution which is in writing and signed by all the Committee Members is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature.
    6. Except for the chairman of the meeting, who has a second or casting vote, every Committee Member has one vote on each issue. The casting vote should only be used to maintain the status quo.
    7. A procedural defect of which the Committee is unaware at the time does not invalidate decisions taken at a meeting of the Committee.

Committee Powers

The Committee has the following powers in the administration of HACA:

    1. To appoint and remove a Chairman and other officers from among their number, and to appoint and remove other individuals with specific duties (including representing HACA) on such terms as the Committee from time to time decide.
    2. To appoint and remove any individual (with his or her consent) and on such terms as the Committee from time to time decide, with such honorary titles as Patron, Life President or Vice-President of HACA.
    3. To delegate any of the Committee’s functions to sub-committees consisting of two or more individuals appointed by them (but at least one member of every sub-committee must be a Committee Member and all proceedings of sub- committees must be reported promptly to the Committee). The Committee may arrange for some or all of the members of sub-committees to be elected by some or all of the members of HACA.
    4. To make standing orders consistent with this Constitution to govern proceedings at general meetings.
    5. To make rules consistent with this Constitution to govern their proceedings and proceedings of sub-committees.
    6. To make regulations consistent with this Constitution to govern the administration of HACA (including the operation of bank accounts and the commitment of funds).
    7. To resolve, or establish procedures to assist the resolution of, disputes within HACA.
    8. To exercise any powers of HACA which are not reserved to a general meeting.

Benefits to Members and Committee Members

    1. The property and funds of HACA must be used only for promoting the Objects and may not be distributed to the members or the Committee Members.
    2. No Committee Member may receive any payment of money or other material benefit (whether direct or indirect) from HACA except:

       

      1. Under sub-clauses 3.9 (indemnity insurance) and 9.3 (contractual payments).
      2. Reimbursement of reasonable out-of-pocket expenses (including travel costs) actually incurred in the administration of HACA.
      3. A reasonable rent or hiring fee for property let or hired to HACA.
      4. An indemnity in respect of any liabilities properly incurred in running HACA (including the costs of a successful defense to criminal proceedings).
      5. Benefits in his or her capacity as a member.
      6. These rules do not preclude payment of expenses based on reasonable estimates (e.g. with phone calls) or the payment of occasional gifts to volunteers as a gesture of gratitude.
    3. A Committee Member may not be an employee of HACA, but a Committee Member or connected person may enter into a contract with HACA to supply goods or services in return for a payment or other material benefit, but only if:

       

      1. The goods or services are actually required by HACA.
      2. The nature and level of the benefit is no more than reasonable in relation to the value of the goods or services and is set by the Committee in accordance with the procedure in sub-clause 9.4

and

      1. Not more than half of the Committee Members are interested in any such contract in any one financial year.
    1. Whenever a Committee Member has a personal interest in a matter to be discussed at a meeting of the Committee or a sub-committee, he or she must:

       

      1. Declare an interest before the meeting or at the meeting before discussion begins on the matter.
      2. Be absent from that part of the meeting unless expressly invited to remain in order to provide information.
      3. Not be counted in the quorum for that part of the meeting.
      4. Be absent during the vote and have no vote on the matter.

Property and Funds

    1. HACA must have one or more bank accounts and all bank accounts which hold the company’s funds must be in the name of Humber Avenue Community Allotments Community Interest Company and require at least two signatures on every payment.
    2. Funds which are not required in the near future may be placed on deposit or invested in accordance with clause 3.8 until needed.
    3. Investments and other property of HACA may be held:

       

      1. In the name of a nominee company acting under the control of the Committee or of a financial expert acting on their instructions.
      2. In the name of at least two and up to four holding Committee Members for HACA who may be appointed (and removed) by resolution of the Committee.
    4. Documents and physical assets may be deposited with any company registered or having a place of business in England and Wales as custodian.
    5. Any nominee company acting under sub-clause 10.3(2), and any custodian appointed under sub-clause 10.4 may be paid reasonable fees.

Records and Accounts

    1. The Committee must keep proper records of all proceedings at general meetings, Committee meetings and all professional advice obtained.
    2. Accounting and all other records relating to HACA must be made available for inspection by any Committee Member at any time during normal office hours and may be made available for inspection by members if the Committee so decides.
    3. A copy of HACA’s latest available statement of account must be supplied on request to any Committee Member or member.

Notices

    1. Notices under this Constitution may be sent by hand, by post or by suitable electronic means or with or within any journal distributed by HACA.
    2. The address at which a member is entitled to receive notices is the address noted in the register of members (or, if none, the last known address).
    3. Any notice given in accordance with this Constitution is to be treated for all purposes as having been received:

       

      1. 24 hours after being sent by electronic means or delivered by hand to the relevant address,
      2. Three clear days after being sent by first class post to that address,
      3. Four clear days after being sent by second class post or overseas post to that address,
      4. On being handed to the member or its authorised representative personally or, if earlier,
      5. As soon as the member acknowledges actual receipt.
    4. A technical defect in the giving of notice of which the members or the Committee are unaware at the time does not invalidate decisions taken at a meeting.
    5. The accidental failure to deliver a member’s notice on time or at all does not invalidate decisions taken at a meeting.

Amendments

This Constitution may be amended at a general meeting by a two-thirds majority of the votes cast.

Dissolution

    1. If at any time members at a general meeting decide to dissolve HACA, the Committee Members will remain in office and will be responsible for the orderly winding up of HACA’s affairs.
    2. After making provision for all outstanding liabilities of HACA, the Committee must apply the remaining property and funds in one or more of the following ways:

       

      1. By transfer to one or more other bodies established for purposes within, the same as or similar to the Objects being a Community Interest Company or Charity. (Asset Lock)

or

      1. Directly for the Objects or purposes within or similar to the Objects.

Interpretation

In this Constitution:

‘AGM’ means an annual general meeting of HACA.

‘Authorised representative’ means an individual who is authorised by a member organisation to act on its behalf at meetings of HACA.

‘The Committee’ means the Committee Members collectively acting as the governing body of HACA.

‘Committee Member’ means a member of the governing body of the HACA and ‘Committee Members’ the members of the governing body.

‘The Chairman’ means the chairman of HACA appointed by the Committee.

‘Clear day’ means 24 hours from midnight following the relevant event.

‘Connected person’ means any spouse, partner, parent, child, brother, sister, grandparent or grandchild of a Committee Member, any firm of which a Committee Member is a member or employee, or a company of which a Committee Member is a director, employee or shareholder being beneficially entitled to more than one per cent of the share capital

‘Custodian’ has the meaning prescribed by section 17(2) of the Trustee Act 2000.

‘EGM’ means a general meeting of the members of the HACA which is not an AGM.

‘Elected Committee Members’ means those Committee Members who are elected at the AGM.

‘Financial expert’ means an individual, company or firm who is authorised to give investment advice under the Financial Services and Markets Act 2000.

‘Financial year’ means HACA’s financial year

‘Firm’ includes a limited liability partnership.

‘Holding trustee’ means an individual or corporate body responsible for holding the title to property but not authorised to make any decisions relating to its use, investment or disposal.

‘Independent examiner’ means an independent person who is reasonably believed by the Committee to have the requisite ability and practical experience to carry out a competent examination of the accounts.

‘Material benefit’ means a benefit which is financial or has a monetary value.

‘Member’ and ‘membership’ refer to membership of HACA.

‘Months’ means calendar months.

‘The Objects’ means the objects of HACA set out in clause 2;

‘Selected Committee Members’ means those Committee Members who are selected by the Committee and co-opted as Committee Members.

‘Trust corporation’ has the meaning prescribed by section 205(1)(cxxviii) of the Law of Property Act 1925 (but does not include the Public Trustee);

‘Written’ or ‘in writing’ refers to a legible document on paper including a fax or e-mail message.

‘Year’ means calendar year.

‘References to an Act of Parliament’ are references to that Act as amended or re-enacted from time to time and to any subordinate legislation made under it.

 

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