GCRA Constitution

First published in 1984

1.     TITLE

The name of the Association shall be ‘’Glenogle Court Residents Association’’ (hereinafter referred to as ‘’the Association’’).

2.    OBJECTS

The objects of the Association shall be to promote and develop the common interests of the residents in and the owners of the properties situated at Glenogle Court, Edinburgh (being the area delineated on the attached plan), and as ancillary thereto:-

(i)           To maintain the common land at Glenogle Court, excluding the whole of any such land for which a Local Authority has assumed a statutory responsibility.

(ii)          To preserve and improve (and encourage the preservation and improvement of) the amenity of Glenogle Court.

(iii)         To encourage and promote social and recreational activity among the residents of Glenogle Court.

(iv)         To accumulate and disburse funds in the furtherance of the objects of the Association.

(v)          To arrange, organise or join in any meeting, course or other activity calculated to further the objects of the Association.

3.    AFFILIATION

The Association shall affiliate to, join or otherwise make an arrangement with any body if the members of the Association decide in a General Meeting that the interests of the Association will be better served by such an affiliation or other arrangement.

4.    MEMBERSHIP

(i)           Ordinary Membership

All residents in and owners of properties situated at Glenogle Court shall be members of the Association subject to a maximum of one membership per household. On the sale or change of ownership of a property in the said Glenogle Court, the member shall inform the new proprietor/tenant of the existence of the Association to ensure that all owners are aware of their legal requirement under the Deed of Conditions to maintain jointly the amenity and other areas in joint ownership. Notwithstanding the foregoing, an ordinary membership may be tenable in the names of more than one person. Each ordinary membership shall entitle the holder(s) to one vote at meetings of the members of the Association.

(ii)          Honorary Membership

The members of the Association may admit as Honorary members any persons on such conditions as the Members may from time to time decide in General Meetings. Honorary members shall not be entitled to vote at meetings of the Members of the Association or take part in the management of the Association.

(iii)          Subscriptions

The initial subscription for ordinary membership shall be fixed at the inaugural meeting of the Association and shall be payable on joining the Association. Future annual subscriptions shall be payable by 28th February each year.

The subscription may be varied by resolution of a General Meeting of members of the Association.

5.    MANAGEMENT

(i)            Officers

The officers of the Association shall be elected at the Annual General Meeting of the members of the Association and shall be Chairman, Secretary and Treasurer.

(ii)           Management Committee

Management of the Association’s affairs between general meetings of the members of the Association shall be conducted by a Management Committee. The Management Committee shall consist of the officers and not more than two members to be elected at the Annual General Meeting of the members of the Association. If less than two other members are elected, the Management Committee shall have power to co-opt and to fill any vacancy occurring during the year. No business shall be conducted by the Management Committee unless a quorum of three is present. The Management Committee shall meet not less than three times between Annual General Meetings and shall do so in any event whenever any two members of the committee so request by written notice to the Secretary.

(iii)          Other Committees

The Management Committee shall have power to appoint sub-committees to deal with specific matters and to delegate to them such power as may be necessary. The sub-committees shall have power to co-opt additional members. The officers of the Association shall be ex-officio members of all sub-committees. A report of the proceedings of any sub-committee meeting shall be submitted to the Management Committee who will consider and, if appropriate, confirm any decisions reached by the sub-committee.

(iv)           Secretary

The Secretary shall summon with due notice meetings of the Members of the Association and of the Management Committee and shall cause adequate records of their proceedings to be kept and distributed to each Member of the Association. He/she shall hand over to the Treasurer all monies received by him/her on behalf of the Association. Between meetings of the Management Committee he/she shall be responsible, in consultation with the Chairman, for the conduct of the Association’s business.

(v)            Treasurer

The Treasurer shall be responsible for the funds of the Association and shall maintain accounts of all sums received and expended. He shall prepare a statement of income and expenditure and a balance sheet after the close of business on the 30th of September each year and shall cause copies of these documents to be distributed to each member of the Association together with the notice calling the AGM.

6.    AUDITORS

Two auditors, who shall not be members of the Management Committee, shall be elected at the Annual General Meeting of the members of the Association. The auditors shall at all times have access to the records and accounts of the Association, and shall examine and audit the Association’s financial statement before its presentation to the Annual General Meeting of the members of the Association.

7.    FINANCE

(i)             Financial Year

The financial year of the Association shall end each year on the 30th of September.

(ii)            Receipts

All monies received for or on account of the Association shall be paid to the credit of the Association’s banking account. The funds of the Association shall be invested in the name of the Association.

(iii)           Payments

Cheques drawn on the Association’s banking account shall be signed by two members of the Management Committee, one of whom shall be the Treasurer.

(iv)           Sanction of Expenditure

No liability exceeding fifteen pounds may be incurred without the prior sanction of the Management Committee.

8.    ANNUAL GENERAL MEETING

An Annual General Meeting shall be held once in every year before the end of November.

Any ordinary member of the Association may submit a motion for consideration by the Annual General Meeting. All such motions, including proposals for change in the rules, must be in writing and received by the Secretary not later than 7th October. Those propositions shall be included on the agenda of the Annual General Meeting and shall be circulated by the Secretary (together with the annual report of the Management Committee, the statement of accounts and the report of the auditors) to all members of the Association at least 21 days prior to the meeting.

The business of the meeting shall be:

(a)  To consider the report of the Management Committee for the past year.

(b)  To consider the accounts and the auditors’ report for the past year and to fix the annual subscription for the coming financial year.

(c)   To elect for the ensuing year officers and two other members of the committee as defined in paragraphs 5(i) and (ii) above.

(d)  To consider such other business as specified in the Notice convening the meeting.

9.    SPECIAL GENERAL MEETING

The Management Committee may convene a Special General Meeting whenever it thinks fit and shall do so whenever ten or more persons who are ordinary members of the Association have jointly or severally forwarded their signed request to the Secretary, stating the object of the meeting. Within fourteen days of the receipt of such a notice, the officers shall decide the date, time and place of the meeting and the Secretary shall notify the members of the Association accordingly. If the officers fail to do so, the persons requesting the meeting may themselves convene the meeting.

The Special General Meeting shall be held within one month of the date of the receipt of the request for such a meeting to be convened. The purpose of the Special General Meeting must be stated in the Notice convening the meeting, and only those and directly consequential matters will be discussed.

10.  GENERAL MEETINGS

(i)            Notice

The proceedings of a General Meeting will be valid even if due notice of the meeting has been given to but not received by a member.

(ii)          Quorum

The quorum for General Meetings shall be Twenty-Five persons entitled to vote, and no business shall be transacted unless a quorum is present.

(iii)         Chairman

If the Chairman of the Association is not present at a General Meeting, then the meeting shall elect a Chairman. If the Chairman arrives during the meeting, he shall occupy the Chair at the conclusion of the item being discussed.

(iv)         Motions

Any person may address the meeting, but a motion or an amendment to a motion must be proposed and seconded by persons entitled to vote. Unless otherwise specified, a simple majority is required to effect a resolution.

11. MISCELLANEOUS

(i)           Interpretation of rules

In any case of doubt as to the meaning of applicability of a rule, the decision of the Chairman shall be final.

(ii)          Amendment of Rules

No new rule shall be made nor shall any rule be amended or rescinded unless notice of the proposed change has been given on the agenda paper of a General Meeting and the proposal has received the assent of at least two-thirds of the members present and entitled to vote at such a meeting.

(iii)        Regulations

The Management Committee shall have the power to make such regulations as are not inconsistent with these rules to cover any matter arising in the management of the Association.

(iv)        Surrender of books, etc.

Officers or Members of the Association having custody of any books, documents, records, property or monies belonging to the Association shall, on request, surrender them to the Management Committee. They shall also, at any time, produce them for inspection by the Secretary or other person authorised by the Management Committee.

(v)         Dissolution of the Association

The Association may be dissolved by a resolution of a General Meeting, provided that:

(i)          Notice of the motion to dissolve has been given by the Secretary to all members of the Association in accordance with paragraph 8 or 9 of the Constitution.

(ii)         Such motion shall not be held to be passed unless carried by a majority vote of at least two-thirds of the members present and entitled to vote at such a meeting.

If, after payment of all debts, any funds or property remain, such assets shall be distributed pro rata among those holding ordinary membership by subscription.

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(Amendments made in 1997)

GLENOGLE COURT RESIDENTS ASSOCIATION - SPECIAL GENERAL MEETING

MINUTES OF THE SPECIAL GENERAL MEETING HELD ON WEDNESDAY 8TH JANUARY 1997 AT STOCKBRIDGE LIBRARY, HAMILTON PLACE AT 7PM.

Present: Mrs S. Ramsey; Miss J.Brown; Mr J.C. Elliot; Mr H. Thomson; Mr W. McDonald; Mr A. Armstrong; Mr B. Crerar; Mr J. Kettlewell; Miss S. Foley; Mr C. MacIntosh; Mr B. Ball; Mr G. Rose; Mr D. Wilkie; Ms Elaine Beveridge; Ms E. Paterson; Mr A.C. Price; Ms V. Clough; Ms A. Barr; Mr S. Smith; Mr K.J. Campbell; Mr H.L Andrew; Mr S. Hunter; Mr and Mrs C and J Turnbull; Ms J. Britton; Mr R. Dunbar; Ms F. Hider; Ms R.M. Orso; Mr R. Carter; Mr G. Stewart; Ms S. Hartop; Mr F. Rourke; Ms E. May; Mr J. Huffer; Mr D. Orchard; Mr S and Mrs K Balmer; Mr D. Bartos and Mr T. Cockburn: and (for the same flat as Mr Price) Mr and Mrs Westwood.

1.     Chairman's Opening Remarks

Mr Orchard thanked everyone for coming to the meeting. He noted that the committee had decided that the constitution should be changed. For this purpose they had decided to hold a special general meeting before the annual general meeting. He asked one of the movers of the proposed amendments Mr Balmer to introduce them.

2.     Motion to Amend the Constitution

Before dealing with each amendment, Mr Balmer explained that their overall purpose was to bring the wording of the constitution into line with what already happened in practice. Otherwise the aim of the changes was to simplify the running of the association. Mr Orchard then read out each proposed amendment in turn. Mr Balmer explained each proposal. After this Mr Orchard invited comments from the floor.

3.     Amendment No.1

This brought the financial year up to the end of September and in line with current practice. There was no comment on this.

4.     Amendment No. 2

This was in two parts. Part (a) sought to require the Secretary to distribute minutes of general meetings to each member, to circulate to each member spring and summer newsletters, and to make full minutes of committee meetings available at the AGM for inspection by members. In response to questions from the floor Mr Balmer explained that spring and summer were the best times for newsletters since that was when the gardening was going on and the Secretary had the most to report. Mr G. Rose suggested that the Secretary should only have to distribute a summary of the minutes of General Meetings. Mr Orchard agreed to put this suggestion to a vote. Part (b) formalized the existing practice of awarding honoraria decided at an AGM to its office bearers. Mr Balmer indicated that their honoraria were a token award in comparison with what it would cost to have the services carried out professionally. There was no comment on this.

5.     Amendment No. 3

This reduced the number of auditors from 2 to 1 reflecting existing practice. It also allowed the committee to appoint a replacement auditor if a current auditor resigned or became too ill to carry out this function.

6.     Amendment No. 4

This allowed a committee member to spend up to £30 without the consent of the committee. This was in place of the original figure of £15 agreed in January 1984. There was no comment on this.

7.     Amendment No. 5

This enabled the association to maintain a reserve fund in a suitable interest bearing account until either all or some of it is needed for exceptional expenditure. It also enabled the members at an AGM to decide the maximum level of reserve and, if the fund at any time exceeded the maximum level of reserve obliged the next AGM to reduce the level of subscriptions for the following year. There was a comment from the floor that the AGM should not have to use the excess to reduce subscriptions. Mr Bartos explained that the position was that unless a future AGM decided to increase the maximum level of reserve to cover any excess over the existing maximum level, it had to refund the excess to members. The whole aim of the amendment was to protect members against the uncontrolled increase of the reserve. It would ensure that members would have a clear entitlement to their money back unless they made a positive choice to increase the reserve. Mr Orchard allowed the gentleman from the floor to move his proposal as an amendment to the amendment.

8.     Amendment No. 6

This was an amendment consequent to number 3.

9.     Amendment No. 7

This reduced the quorum for a general meeting from 25 to 20. Mr Balmer explained that the committee had thought long and hard about a good figure for a quorum. They felt that in view of the poor attendance at the cancelled AGM in November the quorum should be reduced. There were 22 blocks of flats in the estate but the committee preferred a figure of 20. There was no comment on this.

10.  Amendment No. 8

This was simply a clarification of a poorly worded rule on voting at general meetings. For most motions at general meetings the rule now required a simple majority of those present and voting and if there was a tie the Chairman would have a second or casting vote. There was no comment on this.

11.  Voting on the Amendments

To take effect, each amendment required the assent of 25 of the members present. Unfortunately this was not noted at the meeting. The voting was as follows:

No. 1 – approved unanimously.

No. 2 – part (a) with the exception of the requirement on the Secretary to distribute minutes of General Meetings, approved unanimously; on the question of that requirement, 18 voted for the Secretary to distribute the whole minutes and 15 voted for the Secretary to distribute summaries of the minutes while making the whole minutes available to members on their application.

No. 2 - part (b) approved unanimously.

No. 3 - approved unanimously.

No. 4 - approved unanimously.

No. 5 – with the exception of the requirement on the AGM to use the excess over the maximum level of reserve on reducing subscriptions, approved unanimously; on the question of that requirement 18 voted for it, 4 against and the reminder abstained.

No. 6 - approved unanimously.

No. 7 – 35 voted for it, 2 against.

No. 8 - approved unanimously.

12.  The chairman thanked those present for their attendance and closed the meeting. He turned to the annual general meeting.