Constitution - Agreed & Signed at meeting 27 February 2012


An unincorporated association

Adopted on Friday the 27th day of February 2012

1.    Name
The name of the residents association shall be the “Walthamstow Stadium Area Residents/Community Association” (the “Association”).

2.    Aims of the Association
2.1    To represent all the residents within the Area (as defined herein) and promote and safeguard their interests as a community.
2.2    To fight for the interests of Members (as defined herein) regardless of tenure, gender, colour, creed, physical appearance, age or orientation.
2.3    To promote, support and achieve suitable and sustainable changes and improvements to the quality of life for local people and the Area.
2.4    To provide facilities for recreation and amenity where possible, and to encourage a community spirit within the Area and, where possible, within that part of the London Borough of Waltham Forest surrounding the Area as a whole.
2.5    To regularly consult with and inform all Members of issues affecting or of interest to the Area and the local community.
2.6    To represent the majority view of the residents in the Area.  The Association is run by and for its Members and will respect and obey the decisions made at Meetings of the Association.
2.7    To be non party-political and non-sectarian.
2.8    To promote Membership (as defined herein) to all segments of the community within the Area.
2.9    To ensure that, where any new development is built within the Area, those residents are made welcome, notified of their right to become Members and made to feel valued members of our local community.  Furthermore to ensure that such new residents know they can bring any issue affecting the Area to the table.
2.10    To ensure that if any new business or organisation becomes part of our community, they are made aware of the Association and the fact that they qualify as Friends (as defined herein).
2.11    To promote the interest of residents in the Area on matters concerning housing and the environment in the Area, and the social, economic, and community life of the Area.
2.12    To affiliate, where appropriate, with any organisation whose aims and objectives are commensurate with those of the Association and which can help the Association in achieving its aims and objectives.

3.    Area covered by the Association
3.1    The geographical area covered by the Association shall comprise of the following roads: Ascham Drive; Empress Avenue; Empress Parade, Chingford Road; Fairview Villas, Chingford Road; Grove Park Avenue; Loxham Road; Minerva Road; Nelson Road; Rowden Park Gardens, Chingford Road; Rowden Road; Rushcroft Road; Salisbury Hall Gardens, Chingford Road; Wadham Avenue; Walthamstow Avenue and Wadham Road.
3.2    Any extension or modification of the Area is only permitted if a resolution requesting such extension or modification is passed by simple majority consent of all Members present and voting at a General Meeting of the Association.

4.    Membership
4.1    Membership of the Association (“Membership”) shall be open to all individuals who are resident (whether as freeholders or tenants) within the Area (“Members” and each a “Member”).  There shall be no other restrictions on Membership, although Members will be expected to be interested in furthering the aims, objects and activities of the Association.  Accordingly, the Association shall have the power to refuse Membership where it is considered that such Membership would be detrimental to the aims, objects or activities of the Association.
4.2    It is intended that Membership of the Association shall be free, provided that sufficient funding is obtained on an annual basis.  Where sufficient funding to continue the aims and objectives of the Association is not obtained, the Association may, by way of a resolution passed by simple majority at an Annual General Meeting or Special General Meeting called for the purpose, introduce an annual subscription fee for Members to be set at such level per household (where “household” means all Resident Members residing at the same property) as the Association deems reasonable.  The entitlement to Membership may be qualified by payment of such subscription fee accordingly.  
4.3    Every Member shall have one vote at any Meeting of the Association.  For the avoidance of doubt, a “Meeting” includes Annual General Meetings and Special General Meetings.
4.4    Any Member of the Association may resign his/her Membership by giving to the Secretary of the Association written notice to that effect.
4.5    Membership shall cease immediately upon a Member leaving the Area. However, such a person can request to become a Friend pursuant to Article 5.
4.6    The Association may, by resolution passed at a Meeting thereof, terminate or suspend the Membership of any Member if, in its opinion, his/her conduct is prejudicial to the interests and objects of the Association, provided that the Member shall have the right to be heard by a Special General Meeting of Members before the final decision is made.  There shall be no right of appeal.

5.    Friends and Councillors
5.1    Friends of the Association are persons, businesses or organisations in support of the Association’s aims, objects and activities who do not meet the Membership criteria or choose not to become Members (“Friends”).  Any business or organisation which has premises within the Area shall automatically qualify as a Friend.  Any business or organisation not located within the Area, or any locally elected official not resident in the Area, may apply to be a Friend.  For the avoidance of doubt, the foregoing is without prejudice to the definition of Friend and the Committee shall have discretion with respect to any application to become a Friend.
5.2    Friends may participate in a Meeting of the Association but are not allowed to vote.
5.3    For the avoidance of doubt, any ex-resident of the Area who has since moved away from the Area may apply to become a Friend.
5.4    Local councillors are subject to the same Membership criteria as other applicants, and thus only councillors resident within the Area may become Members. Other councillors may apply to become Friends but not Members.  No councillor may be elected to the Committee.

6.    The Committee
6.1    The committee of Members who shall take decisions on behalf of the Association (other than decisions required by a Meeting as set out in this Constitution) and represent the Association and its aims (“Committee”) shall act in accordance with this Article 6 and any other applicable articles hereof.
6.2    Committee members shall be elected at an Annual General Meeting and the first Committee Members shall be elected at the first Meeting of the Association.    
6.3    Only Members may be elected as Committee members and no more than one adult and one Youth Member (as defined herein) shall be elected per household.
6.4    The size of the Committee should be no less than 5 (five) persons and there shall be no maximum number unless otherwise resolved by the Association. The Committee shall consist of a minimum of the following elected officers, who must be Members:

Secretary; and
although, where practicable, the Association shall aim to have a Committee which consists of (who need not all be separate persons):
    Official Spokesperson/Media Officer;
    Youth Officer;
    Website Manager;
    Road Representatives for each road in the Area (adult); and
    Road Representatives for each road in the Area (Youth Member).
6.5    The Chairperson will chair Meetings, ensure that all Members and Friends present can contribute without interruption or intimidation, prepare the agenda with the Secretary and ensure that agenda items are resolved.
6.6    The Secretary will keep minutes and records, keep all Members and Friends reasonably informed and prepare the agenda with the Chairperson.  Where there is no elected Website Manager, the Secretary may delegate the maintenance of the website, email and forum responsibilities as agreed by the Committee.
6.7    The Treasurer will keep up-to-date records of all financial transactions and make sure all Members of the Association receive all their expenses promptly. Further, the Treasurer shall make regular financial reports and prepare the accounts for inspecting and auditing, ensure that all accounts are audited once a year and present audited accounts to the Annual General Meeting.
6.8    At least one third of the membership of the Committee have to be present at a Committee meeting to take a decision on behalf of the Association.  All members of the Committee should be consulted on the dates and venues of any Committee meetings. The Committee will try to work by consensus but where this is not possible decisions will be taken by majority vote.
6.9    Members of the Committee shall work as part of a team and have the right to represent the Association on outside bodies.
6.10    The Committee can raise money on behalf of the Association as it sees fit, as long as any expenditure is incurred solely in accordance with the aims and objectives of the Association.  The Association should keep receipts for all money paid out and received.
6.11    Subject to Article 6.13, the election or removal of Committee members can only be carried out by a majority vote at an Annual General Meeting, or Special General Meeting which has been called specifically for that purpose.
6.12    Councillors and London Borough of Waltham Forest employees who are Members may not be elected to the Committee. No director, executive officer or member of staff of any housing organisation or housing association who is a Member may be elected to the Committee.
6.13    Any vacancies from the Committee occurring by resignation or otherwise may be filled, on an interim basis, by the Committee by co-opting members with full voting rights, until the next Annual General Meeting, or Special General Meeting which has been called specifically for that purpose.
6.14    The Committee may, when necessary or when deemed to be of benefit to the Association, co-opt up to three people not living in the Area, but whose skills and/or experience would be advantageous to the Committee in carrying out its functions. The Committee shall explain to the Members at the next Meeting following such co-option the specific skills or advantages which each such person brings to the Committee.
6.15    Any Committee member who does not attend three consecutive Committee meetings without giving reasonable apologies for absence shall be deemed to have resigned.
6.16    The chairperson of each Committee meeting will be elected at the start of that particular meeting and need not necessarily be the Chairperson of the Association.
6.17    The members of the Committee shall hold office for one year, and may stand for re-election an indefinite number of times.

7.    Affiliation and Charitable Status
7.1    The Association may affiliate with any organisation whose aims and objectives are commensurate with those of the Association and which can help the Association in achieving its aims and objectives.
7.2    Where it deems appropriate for the better operation of the Association, the Association may determine to apply to the Charity Commission and HM Revenue & Customs for charitable status.  In such circumstances the Association shall adopt such a constitution as may be required for charitable purposes.

8.    Youth Forum
8.1    Provided that there are fifteen or more Members under the age of 18 (eighteen) (“Youth Members”), the Association will hold a meeting at least once a year specifically for Youth Members (the “Youth Forum”).  While all Members and Friends are entitled to attend the Youth Forum, it shall be run by and for the Youth Members.  For the avoidance of doubt, the agenda for such a meeting shall be set by Youth Members, and only Youth Members shall be allowed to vote.
8.2    All local schools within the Area will be invited to send a representative to the Youth Forum, who need not be a Member or Friend.
8.3    The Committee shall help the Youth Members organise a community event to follow any Youth Forum which occurs.

9.    Meetings
9.1    The Association shall hold Meetings at least twice each calendar year, of which one such Meeting will be the Annual General Meeting.  
9.2    Only Members can vote at a Meeting. A quorum for transacting business shall be at least 10 (ten) Members of which no more than 4 (four) may be Committee members.
9.3    If a quorum is not present within half an hour from the time appointed for the Meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to such time and place as the Committee shall determine.
9.4    The Committee must reconvene the Meeting and must give at least fourteen clear days notice of the reconvened Meeting stating the date, time and place of the Meeting.
9.5    If no quorum is present at the reconvened Meeting within fifteen minutes of the time specified for the start of the Meeting, the Members present in person or by a duly appointed proxy at that time shall constitute the quorum for that Meeting.
9.6    People who are not Members or Friends are entitled to attend Meetings at the sole discretion of the Chairperson.
9.7    Before any other business is transacted at a Meeting, in the absence of the Chairperson or a Vice Chair the persons present shall appoint a chairperson of the Meeting.
9.8    At least fourteen clear days notice shall be given of a Meeting and it will be suitably advertised to Members.
9.9    Minutes of all Meetings shall be kept with a record of all decisions made.  The minutes will be presented to the next Meeting (other than with respect to minutes of an Annual General Meeting which shall be governed by Article 10) and have to be approved.  Any Member of the Association has the right to read the minutes of any Meeting.

10.    Annual General Meetings
10.1    An Annual General Meeting will be held once per year and, in any event, no later than fifteen months from the last Annual General Meeting.
10.2    The business of the Annual General Meeting shall include:
i)    presenting and approving the previous Annual General Meeting’s minutes;
ii)    receiving a report from the Chairperson and the Committee of the Association’s activities over the previous year;
iii)    receiving a report and presentation of the previous financial year’s accounts from the Treasurer on the finances of the Association;
iv)    the resignation of the existing Committee and elections of the officers and Committee for the next year; and
v)    if nobody is willing to stand for election or re-election, the existing Committee can decide whether to initiate procedures to close down or wind / up the Association down or whether to continue in office for up to six months further and try to redevelop the Association.  The Committee must either recruit a new Committee or formally dissolve the Association within that period.

11.    Special General Meetings
A Special General Meeting shall be convened if the Committee calls one in accordance with this Constitution or if a third of Members request such in writing to the Secretary stating their reason for wanting one.  Such a requisition by Members shall be in the form of a letter or signed by a third of Members from different addresses.  The Secretary will ensure that the Special General Meeting is held within 28 (twenty-eight) days of receipt of such notice and that all households are given 14 (fourteen) clear days notice of the date of the Special General Meeting.

12.    Assets and Accounts
12.1    Since an unincorporated association is not a legal entity, all property and assets of the Association will be held by the Members of the Association or by a body nominated by the Association to hold assets on behalf of the Association.
12.2    There shall only be one bank account in the name of the Association.  The funds of the Association, including all donations, must be paid into a bank account operated by and in the name of the Association.  All cheques drawn on the account must be signed by two Members of the Association as nominated by the Committee (the “Cheque Signatories”).  The Cheque Signatories shall not be related nor from the same household.
12.3    The funds belonging to the Association shall be applied only in furtherance of the objects and in meeting the proper costs of administering the Association and of managing its assets.
12.4    Records shall be kept of all receipts and expenditures of the Association, compiled by the Treasurer into an annual statement of accounts. The Treasurer shall have the accounts checked by an independent financial advisor at the end of each financial year.
12.5    The Committee is not permitted to allow the bank account to become overdrawn or to apply for any loan or overdraft facility.

13.    Amendment of the Constitution
13.1    The Constitution can be amended by a resolution passed by not less than two-thirds of the Members present and voting at an Annual General Meeting or Special General Meeting called for the purpose.  Any proposed amendments should be sent in writing to the Secretary prior to the relevant Meeting and the notice of the relevant Meeting must include notice of the alterations proposed.
13.2    No amendment may be made which would have the effect of making the Association cease to be an Association according to applicable laws or which would alter the objects of the Association beyond the reasonable contemplation of the Members.

14.    Dissolution
If the Association decides that it is necessary or advisable to dissolve the Association it shall call a Special General Meeting, stating the purpose and terms of the resolution to be proposed.  If the proposal is confirmed by two thirds of those present and voting, the dissolution shall take effect.  The Committee shall have power to realise any assets held by or on behalf of the Association after the satisfaction of any proper debts and liabilities and distribute the proceeds to Member as the Committee sees as fair and appropriate in the circumstances, or directly distribute the assets among local charities nominated at the Special General Meeting.  For the avoidance of doubt, members of the Committee may seek to obtain appropriate insurance to protect such persons in the event of dissolution or any dispute regarding the assets and obligations of the Association.

15.    Interpretation
Any ambiguity in the interpretation of this Constitution shall be resolved by a majority vote of the Committee and ratified at the next Annual General Meeting or a Special General Meeting called for the purpose.  

16.    Code of Conduct
16.1    Individuals should at all times observe generally accepted practice, whilst taking part in Meetings.
16.2    The Chairperson or Vice Chair should welcome Members, Friends and invited guests to the Meeting.  The Chairperson or Vice Chair should facilitate the Meeting and not act as dominant spokesperson.
16.3    Speakers should go through the Chairperson and keep to the subject being discussed.  The Chairperson or Vice Chair should ensure that no one individual dominates the Meeting and that issues relevant to the current agenda item only are discussed.  Individuals should assist the Chairperson or Vice Chair by pointing out any breach of practice to this Article.
16.4    Only one person should speak at a time and there should be no cross talking or heckling.  When an individual raises a topic that creates a personal and/or prejudicial conflict of interest, the Chairperson or Vice Chair must bring that person to order.
16.5    Meetings must start at the stated time and abide by the agenda.  Late arrivals should enter quietly and not disrupt the Meeting.
16.6    Mobile phones must be switched off or switched to silent during Meetings.
16.7    Jargon should be avoided.  If it is used then a full explanation should be given.
16.8    Discriminatory language and abusive behaviour will not be tolerated at any Meeting or event.
16.9    It is the responsibility of each resident to ensure they are prepared for the
Meeting by reading all the relevant papers and bringing them to the Meeting.
16.10    Youth Members are allowed to fully participate in Meetings. 
16.11    The Chairperson or Vice Chair will ask if there are any Youth Members wishing to raise issues or speak after apologies for absence and before signing off the previous minutes.
16.12    Residents acting on behalf of their community/group should treat everyone with consideration, and respect their contribution.  Residents should respect that some individuals may have more time to participate than others.  Residents should appreciate that everyone has the right to be as involved as they wish to be, with all contributions being valued. Any difficulties experienced in performing allocated tasks should be discussed and resolved.
16.13    If an individual breaches the code of conduct, the Chairperson or Vice Chair will challenge this and:
i)    if appropriate, issue a first verbal warning; 
ii)    advise, if appropriate, that further breaches of the code may result in being asked to leave the Meeting;
iii)    where appropriate write to the individual(s) detailing the nature of the concern and include an offer to meet with the individual(s) to discuss the issues;
iv)    outline the consequences for the individual(s) should unacceptable behaviour or actions continue. In the case of serious breaches the letter will include a warning that a repeat could result in the individual(s) being temporarily suspended or permanently excluded from participating in future resident involvement Meetings/activities; and
v)    inform the Committee of the outcome.
16.14    Members have a right of appeal and should do so verbally or in writing to the Chairperson immediately or within fourteen days of notification of action to be taken.  The case will be investigated by the Committee who will inform the individual(s) of the outcome.

17.    Confidentiality & Right to Privacy
17.1    Individuals should respect each other’s right to confidentiality.   Meeting dates and times and their location may not be divulged to anyone other than Members and Friends.  Matters reported at a Meeting may not be divulged to local press unless this has been agreed at the Meeting, or by the Committee prior to the Meeting in which case all attendees will be made aware of this.
17.2    Photographs and filming may be occasionally taken at Meetings or at events.  Permission will need to be sought at the start of each Meeting/event.  Anyone not wanting to be included must state they are exercising their right to privacy at the beginning of the event or Meeting.

Equal opportunities policy

We want people from different backgrounds and different experiences to be part of the Association.  This is why we strive to make our Association a place where everyone can feel welcome and safe.  We will challenge any remarks or behaviour that cause offence and makes people feel unwelcome.  We will do our best to overcome any obstacles to people giving their view or getting involved in our Association.  We will take positive action to reach those people that are under-represented at Meetings and will consider equal opportunities in our expenses policy.

Adoption of the Constitution
This Constitution shall take effect from the 28 February 2012 with the persons (being persons who meet the Membership criteria set out in the Constitution) whose signatures appear at the bottom of this document being the initial officers of the Association.
This Constitution was adopted on the date mentioned above by the persons whose signatures appear below.

Signed on 28th February 2012 by     
Gail Penfold           Chair               
Toni Phipps            Member
Pamela Fleisch      Secretary               
Robert Giddens      Treasurer               
Jackie Murray         Member               
Brenda Parrish        Member