ACER CONSTITUTION 2017

1 THE ASSOCIATION
1.1 Name
The name of the Association shall be ‘ACER – The Whitegates Residents’ Association’ – hereinafter referred to as the Association.

1.2 Status
The Association shall be a politically impartial, non-profit making residents’ association.

1.3 Area covered by the Association
The Association shall cover that part of Earley bounded in the north by the River Thames, in the west by the boundary with Reading and the Reading to Waterloo railway line, in the east by the boundary with Woodley and in the south by the Reading to Waterloo railway line (the Whitegates area of Earley), hereinafter referred to as the Association Area.

1.4 Aims and Objectives
The Association seeks to protect and enhance the local character, environment and amenities and promote community spirit within the Association Area.

2 MEMBERSHIP
2.1 Eligibility
Membership of the Association shall be open to:
2.1.1 any adult resident of any property situated within the Association Area (as defined in 1.3 above)
2.1.2 at the discretion of the Executive Committee, any other person who has an interest in promoting the well-being of the Association Area

2.2 Classes of Membership

2.2.1 Ordinary Member
Any person under Section 2.1.2 above who has tendered and had accepted by the Association the annual
subscription for the current financial year of the Association
Or
Under Section 2.1.1 above, where the annual subscription has been tendered and accepted by the
Association for that property shall be deemed an ordinary member of the Association for that year.

2.2.2 Honorary Member
Honorary members may be appointed by the Executive Committee. They shall have all the rights of ordinary members, except the right to vote on substantive issues. They shall be exempt from paying the annual subscription fee and must be re-confirmed annually at the first Executive Committee meeting following the start of the membership year.

2.3 Membership Year
The membership year shall run from the Annual General Meeting (or reconvened meeting if a quorum was not present in accordance with Section 4.1) in one year to the Annual General Meeting (or reconvened
meeting if a quorum was not present in accordance with Section 4.1) in the following year.

2.4 Subscription
A subscription fee shall become payable on joining and annually thereafter on the day following a quorate Annual General Meeting. Except that a member joining within the last 3 months of a Membership Year shall only pay one subscription for that and the following Membership Year.

The rates will be proposed by the Executive Committee for approval by a majority vote at a General Meeting.

3 MANAGEMENT OF THE ASSOCIATION
3.1 Financial Year
The financial year shall run from 1 February to 31 January.

3.2 General Meetings

3.2.1 Annual General Meeting
A General Meeting shall be held annually not later than 3 months after the end of the financial year for the purpose of:

• Receiving reports from the Chair and Treasurer
• Electing the Executive Committee
• Appointing an independent scrutineer, who shall not be a member of the Executive Committee
• Conducting any other business determined by the Executive Committee and specified in the agenda.

3.2.2 Extraordinary General Meeting
An Extraordinary General Meeting shall be called when considered necessary by the Executive Committee or when requested in writing by not less than 10 members of the Association stating the business to be conducted at the meeting.

If called by the Executive Committee such a meeting shall be held on a date determined by the Executive
Committee; if requested by the members such a meeting shall be held within 6 weeks of receipt of the
request.

3.2.3 Notice of General Meetings
Not less than 7 days’ notice of any general meeting shall be given to the members by the Executive
Committee and such notice shall clearly state the business to be conducted at the meeting.

3.3 The Executive Committee

3.3.1 Composition
Management of the Association shall be delegated to the Executive Committee which shall be composed of the following categories of member, all of whom shall have an equal right to vote; except that, if necessary, the Chair of the meeting shall have an additional casting vote:

Executive Officers
Two members shall be elected by a majority vote at a General Meeting of the Association to assume the
responsibilities of office as:

• Chair
• Treasurer

and optionally a further two to assume the responsibilities of office as:

• Vice Chair
• Secretary

At the discretion of those present at a General Meeting, an additional member may be elected by majority vote to serve as President of the Association. A member, if so elected, shall be an officer of the Association and a member of the Executive Committee.

Officers shall be elected to serve for a term of office of one year but may be re-elected for further terms of
office. In the event of any Officer (except for the President) resigning or being unable to fulfil his /her duties part way through his / her term of office, a replacement shall be chosen by the Executive Committee at the at the first Executive Committee meeting following the Officer’s resignation, to serve until the next Annual General Meeting.

Elected Members
Not less than three and not more than twelve additional members shall be elected by majority vote at a
General Meeting of the Association to assume responsibilities of elected members of the Executive
Committee.

Elected members shall be elected to serve a term of office of one year but may be re-elected for further
periods. In the event of an elected member resigning or being unable to fulfil his / her duties part way
through his / her term of office, the post may remain vacant as long as the number of elected members does not fall below three, or a replacement may be chosen by the Executive Committee at any Executive
Committee Meeting following the elected members resignation, to serve until the next Annual General
Meeting.

Co-opted Members
A number of additional members not exceeding the number of elected members may be co-opted by the
Executive Committee to serve until the next Annual General Meeting.

3.3.2 Powers of the Executive Committee

The Executive Committee shall have powers in general to manage the Association and in particular to:

• Liaise as necessary with local authorities and other organisations;
• Purchase any equipment as may be required;
• Receive monies from whatever source, invest funds, and make payments as required;
• Appoint honorary members of the Association;
• Co-opt additional Committee members at its discretion;
• Convene an Extraordinary General Meeting when necessary;
• Convene an Extraordinary General Meeting when necessary;
• Appoint and prescribe the functions and membership of Sub-committees as necessary;
• Remove from the Executive Committee any member thereof, who without reasonable excuse is
  absent from three consecutive meetings of the Executive Committee;
• Remove from the Executive Committee any member thereof deemed by a majority vote of the
  Committee to have acted to the detriment of the Association or its aims;
• Remove from the Association any member, or honorary member deemed by a majority vote of the
  Committee to have acted to the detriment of the Association or its aims;
• Produce and distribute a newsletter on a periodic basis.

3.3.3 Executive Committee Meetings
Executive Committee Meetings shall be held twice a year of more often as required.

4 CONDUCT OF MEETINGS
4.1 Quorum
At an Executive Committee meeting an attendance of not less than four committee members of which at least one is an Executive Officer and the remainder are Elected Members shall constitute a quorum.

At a General Meeting an attendance of not less than 15 members, at least two of whom are Officers of the
Association shall constitute a quorum.

In the event of a quorum not being present within 30 minutes of the starting time of any meeting, that meeting shall stand adjourned and be reconvened within 28 days, when those present shall be deemed to constitute a quorum.

4.2 Minutes
Minutes shall be recorded at all meetings.

4.3 Voting
Except where explicitly stated otherwise in this constitution any vote taken at any meeting shall be passed by a simple majority of those members present and voting.
At a General Meeting any issue which has been determined a substantive issue will be restricted to a maximum of one vote per property notwithstanding the presence of more than one member of that property at the meeting.

An issue may be determined substantive by the Executive Committee or at the request of at least 5 members present at the meeting.

5 FUNDS
All income shall be credited to a Bank / Building Society Account in the name of the Association.
All withdrawals shall be signed on behalf of the Association by any two Executive Officers.
All monies raised by the Association shall only be applied to the objects of the Association.
All items of expenditure shall be approved by the Treasurer.
Expenditure over £50 must be authorised by the Executive Committee.
Full Accounts shall be kept by the Treasurer and the resultant Income and Expenditure Accounts and Balance Sheets shall be presented to the Annual General Meeting after having been approved by the independent scrutineer.

6 DISSOLUTION
Any proposal to dissolve the Association may only be considered at a General Meeting called in accordance with Section 3.2 above and where due notice of the proposal has been included in the notice of the meeting sent to members.

Any such proposal shall automatically be determined a substantive issue and in addition may only be passed with the consent of two thirds of those members, eligible to vote on substantive issues, present and voting.

All assets remaining on dissolution on the Association, after satisfying outstanding debts and liabilities, shall be distributed to a Charity or Charities nominated by the Association at a General Meeting.

7 AMENDMENTS TO THIS CONSTITUTION
Amendments to this constitution may only be made at a General Meeting called in accordance with Section 3.2 above and where due notice of the proposal has been included in the notice of the meeting sent to members.

Any such proposal shall automatically be determined a substantive issue and in addition may only to passed the consent of two thirds of those members, eligible to vote on substantive issues, present and voting.

This version of the ACER Constitution was approved at the 2017 AGM on 29th March, 2017