Cotswold Gate Beechcroft Residents Association - Constitution

1. Name
The Residents Association will be called COTSWOLD GATE BEECHCROFT RESIDENTS ASSOCIATION [“the Association”] and for ease of use in discussions and correspondence by the acronym “CoGBRA”.

2. Scope
The Association covers the Cotswold Gate buildings [“CGB”] built by Beechcroft Developments Limited for residents who are 55+ years of age, situated on the Cotswold Gate Estate adjacent to Shilton Road Burford West Oxfordshire, comprising 6 freehold houses and 61 leasehold apartments distributed across three areas ["Blocks"]:
i) B1 also known as “Wychwood”
ii) B2 also known as “Highbury”
iii) B3 also known as “Woodchester”

3. Membership
All CGB leaseholds and freeholders can become a member ["Member"] of the Association, but voting shall be restricted to one vote per house/apartment. Any resident of a house or apartment who is not a leaseholder or freeholder can become an Honorary Member of the Association but will have no voting rights. Membership of the Association shall cease upon any Member giving notice to that effect, upon any Member ceasing to be a leaseholder or freeholder, or upon failure by a Member to pay the annual subscription within 3 months after the subscription shall become due.

4. Objectives
The objectives of COGBRA shall be to:
a) protect and advance the interests of all CGB leaseholders and freeholders on matters concerning housing, the environment, social, and community life
b) encourage community spirit and to work towards the elimination of all forms of discrimination
c) promote the interests and rights of all CGB leaseholders and freeholders
d) ensure that all CGB leaseholders and freeholders are consulted regularly and that all CGB leaseholders and freeholders eligible for membership of COGBRA are encouraged to join
e) preserve and support the facilities and amenities of the area
f) help build a good relationship between CGB leaseholders and freeholders and the Freehold Owner of the leasehold properties and communal areas, currently Beechcroft Developments Limited 1 Church Lane, Wallingford, Oxfordshire OX10 0DX
and in the future Beechcroft Foundation Limited Seacourt Tower, West Way, Oxford OX2 0FB; and the Managing Agent, currently ELM Group, Buildings 4, Archipelago, Lyon Way, Frimley, Surry GU16 7ER.

5. Subscriptions
All Members shall pay such subscriptions as the Annual General Meeting shall determine such subscriptions being used to fund general administrative expenses including stationery, printing and postage.

6. Committee
COGBRA shall be managed by a Committee of at least six Members ["Committee Members"], where possible at least two Members from each Block, up to a maximum of twelve Committee Members, not including any sub-Committees. Committee Members will be elected at the inaugural General Meeting and thereafter at subsequent General or Special Member Meetings where required. Committee Members will serve for a maximum 3-year period when they shall retire or stand for re-election.

7. Officers
The Committee Members will nominate a Chairperson, Secretary and Treasurer as Officers of the Committee. The position of Chairperson can only be held by a person for a maximum of twelve-months in any three-year period. The roles of Secretary and Treasurer may be a combined position and shall be elected or re-elected annually by the Committee Members. Appendix A contains a short job description for each position.

8. Committee Meetings and Voting
The Committee can hold Committee Meetings at any time but at least on a quarterly basis. A quorum for a Committee Meeting will be at least three Committee Members but any matter requiring a vote will need the vote of every Committee Member unless a Committee Member is indisposed due to health or for any other similar reason. Where a Committee Member cannot attend a Committee Meeting in person to vote, their vote can be conveyed to the Committee via the CoGBRA WhatsApp Group. A Committee Member must declare any relevant personal interest on any voting matter that may impact their vote, and the Committee shall have the right to determine whether that Committee Member should withdraw or be allowed to speak and vote.

9. General Member Meetings
The Committee will arrange for there to be a General Meeting open to all Members at least every six months, to be publicised at least 14 days in advance, for Members to discuss issues and where necessary elect Committee Members.

10. Special Member Meetings
Special Meetings open to all Members can be held for the purpose of altering the Constitution or for considering any matters which the Committee may decide should be referred to the Members in general. The Secretary or current Chairperson shall call such
meetings at the request of not less than 3 Committee Members, or at the written request of not less than 60% of Members. The Secretary shall arrange for such a meeting to take place within 21 days and shall give at least 14 days' notice of the Special General Meeting.

11. Annual General Meeting
a) The Committee shall arrange for an Annual General Meeting for all Members to be held in the first calendar quarter of every year, the date to be publicised by the Secretary at least 14 days in advance. A representative of the Managing Agent may be invited to attend.
b) At the Annual General Meeting:
i. the Committee will present an Annual Report of the Association
ii. any sub-Committees will report on their activities
iii. the Treasurer will present the accounts of the Association for the past year
iv. where necessary, Committee Members will be elected or re-elected by ballot
v. any proposals and nominations submitted to the Secretary in writing not less than seven days in advance of the meeting shall be considered
c) Minutes of the Annual General Meeting will be produced, approved by the Committee, and distributed to all Members and the representative of the Managing Agent.

12. Sub-Committees
The Committee may appoint a sub-committee from amongst Members of the Association to carry out special activities of the Association. Any sub-committee formed will keep accounts of their spending and a record of meetings held.

13. Finance
a) The financial year of the Association shall end on 31st December in each year.
b) All money granted to, or raised by, the Association shall be used for the benefit of the Association’s Members in accordance with the objectives set out in the Constitution.
c) All expenditure must receive prior agreement from the Committee. Expenditure other than petty cash shall be formally approved and minuted and must have due regard to any legal requirements and good custom and practice.
d) Member subscriptions and any monies granted to or raised by the Association will be held on trust by the current Chairperson. Where funds held start to exceed £1,000 then the Treasurer will open a bank account in the Association’s name for the holding of such monies. Payments from funds will be organised by the Treasurer. The Treasurer will keep an account of money expended by the Association and every year will give an account to the Committee Members to be checked. Where receipts in a one-year period amount to £1,000 or more the Committee will arrange for a third party with professional audit
experience to check the accounts and give a report to the Committee on them, the report to be included in the Annual Report of the Association given to all Members.

14. Alteration of the Constitution
Any alterations to this constitution shall require the approval of a two-thirds majority of those present and voting at the Special Meeting at which it is discussed. Any resolution for the alteration of the Constitution must be received by the Secretary at least 21 days before the meeting at which the resolution is to be brought forward.

15. Dissolution of the Association
a) The Association may only be dissolved by a Special Meeting called for that purpose and notified to all Members at least 14 days in advance.
b) Any proposals to dissolve the Association will take effect if agreed by two thirds of the Members present.
c) All funds, documents and possessions belonging and in relation to the Association will be disposed of.