Constitution

Holmer Green Village is a not-for-profit organisation formed in January 2018.

1-NAME -The name of the Society is Holmer Green Village Society and abbreviation is HGVS

2. OBJECTS & POWERS

2.1-The Objects of the society are:

a-To promote the benefits of the residents of Holmer Green, Buckinghamshire (“area of benefit”) without distinction of sex, sexual orientation, nationality, age, disability, race or of political, religious or other opinions by stimulating public interest and education in the beauty, history and character of the “area of benefit” and in the care and maintenance thereof

b-To protect the environment, wildlife, local water features and green belt

c-To encourage the preservation, development and improvement of village features contributing to the pleasant, safe and trouble free living conditions of the residents of the” area of benefit”

d-To address issues that impact upon the area of benefit and conduct such campaign or campaigns in relation to such issues as the Society considers to be of importance to the residents including organisation of the area of benefit

e-To encourage only high standards of architectural planning and building in keeping with the character of the area of benefit and the infrastructure of the “area of benefit “

f-To take such actions as the Executive, with members help, may determine to further the” Objects” of the Society, including having a suitable and sufficient infrastructure to cope with any growth of housing and population

g-To engage with all residents and encourage their input and contribution through meetings and regular newsletter updates no less than 3 times a year informing them of action and decisions taken and planned – Such a Newsletter needs to be complementary and not in competition to other local means of communication and must be approved by Chair and Vice Chair collectively .

2.2 – Powers

The Society has the following powers, which can be exercised in promoting the “Objects” already identified under 2.1

a- To carry out interviews, studies, research and survey residents opinion. Analyse such information and data and where appropriate communicate results back to the residents

b- To provide advice to residents in areas where it has expertise or direct them to a more relevant organisation

c- To co-operate with other regional and local voluntary organisations, statutory authorities and local individuals with certain relevant expertise

d-To select representatives to speak on the “area of the benefit’s” behalf and defend its interest in Local Area forum meetings, Planning meetings and community orientated groups

e- To drive for a symbiotic relationship of a mutualistic nature with Local Parish Council. Through open and frank communication and to encourage the Local Parish Council to nominate a liaison officer. Thus, fully serving the community without gaps in services or duplications of efforts , within a spirit of cooperation and mutual respect

f-To arrange and provide for, either alone or with others, the holding of exhibitions, meetings, lectures, classes, seminars and training courses

g-To collect and disseminate information on all matters relating to the “Objects”, and to exchange such information with other bodies having similar objects

h-To write, print or publish, after approval by Chair and Vice Chair collectively , in whatever form including electronic or via internet, such papers, books, periodicals, pamphlets or other documents, including films and recorded material, as shall further its “Objects”, and to issue or circulate the same whether for payment or free of charge to members .

i-To actively raise funds and invite or receive donations and contributions, whether by subscription or otherwise and invest in events and or village projects that council organisations requires us to “share funding”

3. MEMBERSHIP

a- Membership is open to any individual or organisation interested in promoting the “Objects” and considered by the committee to have sufficient interest in the area of benefit

b- The annual fee is £ Five pounds per household which may be adjusted from time to time if voted at an AGM

c- Members over 16 years of age are entitled to vote ,raise questions and make recommendations

d- The Society may establish different classes of membership, prescribe their respective privileges and duties and set the amounts of any subscriptions.

e- The Society must keep a register of members and must ensure that data is dealt with in line with the Data Confidentiality Act. Such members list is restricted to Officers and Membership Committee members and must only be used for Village Society purposes

f- A member may resign by written notice to the Society or will be deemed as resigned as a results of non-renewal of membership by making annual payment

g- Membership of the Society is not transferable and it is for a household or a representative of an organisation

4. MEETINGS

There are 4 types of meetings that can be held for Village Society business: The Annual General Meeting, Ordinary General meeting, Special General meeting, and Sub-committee meeting

4.1 Annual General meeting

a- Members must be invited and encouraged to attend the Annual general meetings of the Society in person or (in the case of a member organisation) through an authorised representative

b- Annual General meetings are called with at least 14 clear days written notice to the members specifying the business to be transacted. This will be done by email and posters in 7 prominent places in the “areas of benefit”. A reminder must be sent 7 days before

c- Quorum is needed and must consist of at least 15 ordinary members and 7 committee members/officers. The absence of quorum means that the meeting can take place but voting must be postponed to the following General meeting

d -The Chair or, if the Chair is unable or unwilling to do so, the Vice Chair preside the meeting

e- Voting on routine issues is determined by a simple majority of votes cast by the members present in person [or (in the case of a member organisation) through an authorised representative] voting is restricted to members residing in the “area of benefit”

f- Voting on constitutional changes requires 2/3rd majority

g-The Chair or other presiding officer of the meeting ,has the same deliberative voting rights as any other member. However to protect impartiality he or she must only exercise such voting rights when his or her vote would affect the outcome.

h- The first Annual General meeting can be held at any time within 1 month of the formation of the Society and it will be to approve the constitution, the appointment of officers and committee members, agree to open a bank account and authority to sign, discuss any urgent matters, agree a date of the next Ordinary General meeting

i- The second AGM must be held within 12-14 months and the agenda must include : (1 ) Receive the accounts of the Society for the previous financial year;
(2) Receive the report of the Executives on the Society’s activities since the previous AGM
(3) Accept the retirement of those Executives who wish to retire
(4) Elect Executives to fill the vacancies arising from nomination, seconded and submitted to the Chair and Vice Chair/Sec
(5) Appoint an auditor or independent examiner for the Society if required
(6) May confer on any individual (with his or her consent) the honorary title of Patron,
President or Vice-President of the Society; and
(7) Discuss and determine any issues of policy or deal with any other business put before them by the Executives

4-2 Ordinary General meeting

The Society must hold 3 Ordinary General meetings per year or more if required They differ from AGM only in the following areas:
(1) No need formal invitation is sent to members and no members’ quorum is needed

(2) Committee members but not Officers can be co-opted by a simple majority during an OGM Financial data required are: year to date and forecast, with budget presented for approval 4 months before AGM where it is voted on

NOTE: To speed up decision making process – voting by THE EXECUTIVES on minor issues if approved by The Chair can take place by email

4-3 Special General meeting

This is normally called by the Chair in rare and exceptional events,
It can follow the rules of the AGM, if time allows, or OGM, but it is to address specific issues and must still have at least the Executives quorum of 7

4.4 Sub-committee meeting

Officers, Committee Members and Sub- Committees can meet without the need of a quorum, semi- formally as and when they deem it necessary to do so, at a time and place of their convenience.
Meetings are normally project orientated. Ordinary members residing in the “area of benefit” with special knowledge can be invited to join and form a part of the project sub-committee – the meetings must always be chaired by a member of the Executives

All such meetings must be minuted and reported back to the Executives.
Such meetings can not take decisions and is required to submit proposals to Executives for decision, save in the event prior permission and authorisation is given by the Executives to the Chair of the Sub- committee

5- THE EXECTUVIES

The Executives is the full committee made up of Officers and Committee members, the Executives have control of the Society and its property and funds. The number of Officers should be three and the total numbers of the Executives not more than 11 individuals. All, in principle should be nominated, seconded and voted in at the AGM

5.1 The Executives consists of:

a- Three elected Officers (Chair/Vice Chair Sec /Treasurer )must resign at each AGM but can be voted back in for another 2 terms of 12 months giving a maximum of 3 years. However, they can if voted in or co-opted to became Committee members and be nominated again as Officers after a gap of 1 year or more.

b- The Non-executive Officer is for a term of 2 AGM’s which can be extended if there is a supporting majority on the Executives to do so

c- Committee members

Committee members with or without portfolio -The Executives have the freedom to change and or relocate portfolios as and when it is deemed beneficial to the “area of benefit”
Committee members should ideally be voted in at AGM but in case of insufficient numbers are nominated they can be co-opted by a majority of the Executives at the AGM or anytime after

6-.PROCEEDINGS OF THE EXECUTIVES MEETINGS

Quorum: majority needed is indicated in Article 4

The proceedings of the meeting will use the following generic agenda :

Welcome and open meeting – Chair (VC/Sec) to note starting time
Apologies & absentees – VC/Sec
Minutes from Previous meetings -Chair to summarise and seek Executives approval to sign
Treasure’s report – Comments & questions
Membership Development report – Comments & questions
Planning report – Comments & questions
Open Space-Comments& questions
Pond – Comments& questions
Shopping parade – Comments & questions
Holmer Green Watch – Comments & questions
Non-Executive Officer comment
Vote may need to take place and if it does it must respect Article 4
AOB
Chair closes meeting
VC/Sec to minute meeting, manage date & time for next meeting

Items in bold are an obligation for all meetings except Sub- Committee meetings

Items not in bold or others not mentioned will be at the request of the chair as and when appropriate

7-.BENEFITS TO MEMBERS AND EXECUTIVES

The property and funds of the Society must be used exclusively for promoting the “Objects” and do not belong to the members of the Executives.

No Executive or connected person may receive any payment of money or other material benefit (whether direct or indirect) from the Society except:
Pre-approved reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in the administration of the Society;
A reasonable pre-agreed rent or hiring fee for property let or hired to the Society; c- In exceptional cases, other payments or material benefits if pre-agreed

7-2 Whenever an Executive or connected person has a personal interest in a matter to be discussed at a meeting of the Committee or a sub-committee, the Executive concerned must: a- declare the nature and extent of the interest before the meeting or at the meeting before

discussion begins on the matter;

be absent from that part of the meeting unless expressly invited to remain in order to provide information;
not be counted in the quorum for that part of the meeting; d- be absent during the vote and have no vote on the

8. FUNDS & LIABILITIES

a-Available Funds as cash which are not required for immediate use (including those which will be required for use at a known future date) can be placed in low risk easy access bank deposit account.

b-The Executives, as individuals or collectively, are not permitted to authorise to apply and for /or accept a loan. They must not make expenditure commitments, Present and or future unless funds are available and ring fenced for that purpose. Thus, avoiding The Executives being held accountable for any debt incurred.

c-The Executives as individuals or collectively and Volunteers are expected to be responsible for their own safety and must act with reasonable consideration and care to avoid accident or injury to themselves or others whilst undertaking tasks on behalf of the society . The Executives will ensure that appropriate insurance is in place before activities are carried out on behalf of the society .

9. FINANCE

a- The treasurer and the Chair shall open a bank account in the name of the society as soon as possible after signing of constitution .

b- All payment must be made by cheque and signed by the Treasurer and the Chair

c-The Treasurer shall keep proper accounts of the finances of the society, the details of which can be made available to the Executives on request

d- The Treasurer should update the executives on bank balance, outstanding membership fee, any due payment of any expected donation and anything else that he or the Chair may deem relevant at every meeting

e- In case there is no external auditor, the chairman and vice chairman shall carry out the auditing

f- The accounts shall be audited at least once a year by someone appointed by the executives at the AGM

10. KEEPING RECORDS

Keeping all records is the responsibility of the Vice Chair/Sec officer except for financial records which falls to the Treasurer. The Chair has the duty to see that this is being done.

a- proper account of the finances of the Society

b- proceedings of annual general meetings;

c- proceedings of ordinary meetings of the Committee;

d- reports of sub-committees

f- professional advice obtained.

g- records relating to the Society must be made available for inspection by any Officer and may be made available for inspection by members if the executives so decides.

11. ENFORCED RETIREMENT OF AN EXECUTIVE

An executive will be retired if the Executives decides to do so in case of:
a- Conviction of any offence involving dishonesty and or deception

b- Judged to be financially bankrupt

c- Has not been discharged if incapable, whether mentally or physically, of managing his or her own affairs

d- Absent without permission from three consecutive meetings

e- A conflict of interest which is not declared from which he/she or a person related, be it a family member or not, will benefit

f- Repeated disruptive or other unacceptable behaviour at meetings or in public

g- Failure to meet a reasonable level of expectation in terms of quantity and quality of contribution to the executives

Such enforced retirement requires a motion of no confidence in this person put to the executives by at least 3 members at a general meeting and voted by a simple majority in the following general meeting. The implementation of the enforced retirement is immediate and a replacement will be nominated and voted on at the next general meeting for an officer or co-opted for a committee member

12 TERMINATION OF A MEMBERSHIP

The executives shall have the right for a sufficient reason to suspend or terminate the membership of an individual or an organisation provided that:
a- There is at least a simple majority at the executives to do so

b- The individual or organisation are formally informed of the potential termination and reasons behind it

c- The Individual or organisation is given the chance to defend their position at a general meeting.

A no show is an acceptance of the termination

13 NOTICES

Notices under this Constitution may be sent by hand, by post or by suitable electronic means or in any journal distributed by the Society or on the Society’s website or email sent
a The address at which a member is entitled to receive notices is the address noted in the register of members

b 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 sent by first class post to that address;

(2) on the date of publication of a journal or newspaper containing the notice

(3) on the date on which it is posted on the Society’s website.

14. CHANGES TO THE CONSTITUTION

Any proposal to amend the constitution may be made by a minimum of 5 Executives or a minimum 25 members residing in the “area of benefit”
This Constitution can not be changed for at least an initial period of 24 months from the date of signing to allow it to be embedded and give it a period of stability. After this mentioned initial period it may be amended at an Annual General meeting by two thirds of the votes cast, but the members must be given 14 clear days’ notice of the proposed amendments.

15. DISSOLUTION

a- The process of the dissolution of the society is the same as that of changing the constitution ( section 14)
b- The Officers will remain in office for a maximum period of 12 months and will be responsible for the orderly winding up of the Society’s affairs.
c- Make provision for all outstanding liabilities of the Society d- sell any asset that the society owns by Auction
e- Donate of any amount left to local charities and or local organisations to be chosen by the officers

END OF DOCUMENT

(HGVS Constitution Final Dec 2017)

Amendment

HGVS Constitution Change 28 February 2019

Because of the critical nature of the Wycombe and Chiltern Local Plans in Holmer Green in 2019 the Committee would like to temporarily expand the number Executives from 11 to 14 until the 2020 AGM.

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