Newmarket Allotment Association Limited Constitution

1. NAME
The name of the Society shall be ’Newmarket Allotment Association Limited’ The name shall be mentioned in all business letters of the Society, notices advertisements and other official publications. Payments, orders for goods, invoices etc. shall be in the name of the Society.

2. REGISTERED OFFICE
The Registered Office shall be the Reporting Accountants of the Society and shall change upon the permanent change of address of the continuing firm or the appointment of an alternative firm. In the event of such change notice shall be sent within 14 days to the Registrar in the manner and form prescribed by the Treasury Regulation.

3.OBJECTIVES

  • The prime objects of the Society shall be:- Carrying on the business of creating or promoting the use of allotments and encouraging their proper cultivation. The keeping of livestock is acceptable subject to the Livestock Rules being adhered to.
  • To erect or allow to be erected buildings and to execute other improvements to the acquired land and to let the land and buildings to members of the Society.
  • To maintain a waiting list and to establish a working relationship with Newmarket Town Council and Forest Heath District Council as landlords.
  • To protect members from damage, trespass and theft and to administer communal maintenance of the site and equipment wherever possible.

4.POWERS
The Committee has the powers on behalf of its Members to do all things necessary or expedient for the accomplishment of its objectives.

5.SHARES
Shares shall be transferable but not redeemable. They shall have a nominal value of £0.50.

6.MEMBERSHIP
The society shall consist of the persons by whom the application for registration is signed and such person may sign on behalf of other persons or societies where noted on the registration form. (This covers clubs or families). Registration allows the person to hold ONE share of 50p fully paid. No member shall hold more than one share regardless of the size or number of plots held. Registration may also include the signing up Fee and any Deposit according to the regulations at the time of commencing Registration. By accepting Registration members must accept and abide by the Constitution and Rules and any amendments thereto. Any reasonable request by the site manager regarding the upkeep, buildings and plants, trees etc. must be acceded to. Any dispute must be put to the secretary in writing and placed before the General Committee. The member has a right to represent himself at a Committee Meeting after all other means of settling the dispute have failed. The decision of the Committee shall be final and must be sent to the member in writing to their last known address. The procedure upon the Death of a Member shall be that covered by the rules applying at the date of his death. As shares are transferred to members without payment being made then no recompense is payable at the Date of Death. The declaration of bankruptcy will not affect the member's rights of continuation as the plot is not deemed to have any passable value. The value of any crops or sheds, buildings etc. will not be the concern of the Society.

7.SUBSCRIPTIONS
Members will be required to pay such annual subscription as may be determined by the Annual General Meeting as part of the Treasurer's Report and in accordance with the Tenancy Conditions.

8.MEMBERS OBLIGATIONS
A Tenant becomes a Member when they are allotted a Plot; have paid their appropriate subscriptions and signed a Tenancy Agreement. From that point on Members are then obligated by their Agreement and to upholding the Societies Objectives as set out in this document.

9.CESSATION, RETIREMENT OR EXPULSION OF MEMBERS
A member shall cease to be a member in the following eventualities:- a. The member's Resignation b. The non-payment of the annual subscription thereof for a period of forty days or as amended in notification of non-payment. c. The death of a member. d. The expulsion of a member under Rule 10

10.EXPULSION OF MEMBERS
A Committee Meeting may by a two-thirds majority expel any member upon a charge of conduct detrimental to the Society, provided that the charge has been communicated to the member at the address entered in the register of members, at least one calendar month prior to the date of the meeting. On expulsion or voluntary retirement a member shall forthwith transfer his shares to a person nominated by the Committee without payment. The name of the person so nominated does not have to be notified to the retiring member. In extreme circumstances the site manager has the right to suspend a member immediately. Any such suspension shall immediately be reported to the Society's Secretary. Re-instatement may only be accepted, following an investigation and a meeting of the Committee. The member has the right to attend this meeting to put his personal point of view and the Committee's decision shall be final.

11.PROFITS
The Society is deemed to be a non-profit making organisation and no dividend shall be paid on the shares.

12.BANK ACCOUNTS
The Society shall operate two Bank Accounts. A Deposit Account shall be used to hold surplus funds and shall not be lower than the total Deposits Held on behalf of Members for the use of keys or against possible dilapidation of the site. The Current Account should be used for all current and capital expenses. The designated signatories shall be the Treasurer, Chairman, Vice Chairman and Secretary and any two of the four are required on any cheque. Copies of the latest available Bank Statement shall be presented and countersigned by the Chairman. The Treasurer shall report on the Bank Accounts and quantify the entries following the date of the last statement. He shall also report on the expected profit or loss and/or income and expenditure for the current year.

13.LOANS AND INVESTMENTS
No payment for repairs or improvements shall be made unless authorised by the Society where such payment would reduce the working capital below 20% of the gross annual rental receivable in the year of the expenditure, unless covered by an approved loan. The Committee may obtain loans on such security and such terms of repayment as they think fit. No commitment for a loan shall be made without the approval of an Extraordinary Annual General Meeting with a two-thirds majority.

14.SHARE REGISTER
The membership lists for each site compiled from the Site Rent Books shall be deemed to constitute the Share Register of the society.

15.MEETINGS
ANUUAL GENERAL MEETING
The Annual General Meeting, at which the professionally approved accounts shall be submitted and the officers for the ensuing year elected, shall be held at such times as the Committee or a General Meeting shall determine. Those Members interested in standing for election to the Committee should notify the Secretary in writing or electronic mail at least five days prior to the meeting, clearly stating their reasons for being part of the Committee. Notification will be given as acknowledgment.
EXTRAORDINARY GENERAL MEETINGS
Extraordinary General Meetings may be held at such times as the Committee or a General Meeting may determine and shall be held upon the requisition in writing of at least TEN percent of members. At least seven days’ notice shall be given of every General Meeting. Each member shall have one vote and the Chairman shall have a vote, and in case of equality he/she will have the casting vote. A quorum shall be deemed to be TEN percent of Members for Extraordinary General Meetings as well as Annual General Meetings.

16.THE COMMITTEE
A. The Committee is the body responsible for the management of the Society.
B. The Committee has the power to make rules for the administration of the Society.
C. The Committee shall consist of Chair, Vice Chair, Treasurer, Secretary, and Site Manager from each of the sites, plus no more than five other members.
D. The members of the committee including the Vice Chair are elected annually at the Annual General Meeting for a one year tenure until the end of the AGM the following year. The Chair, Treasurer,Secretary and Site managers will hold office for three years.
E. A member of the Committee who resigns by written notice to the Committee ceases automatically to be a member of the Committee, and will not be able to stand for re-election until a minimum period of two years has passed.
F. Any shortfall of members may be filled by the co-opting of members, who shall be eligible to vote and make up a quorum. At the next AGM they have to be elected to continue in office.
G. Where a special project is planned extra members may be co-opted for that purpose and shall be non-voting.
H. The Committee shall have the right to convene sub-committees to prepare reports for presentation at the full committee meetings. The Chair and the Vice Chair has the right to attend all such meetings where he/she so wishes.
l. No sub-committee can commit the Society by its actions.

MEETINGS, PROCEDURE, ATTENDANCE AND EMERGENCY ACTION
A. Committee Meeting shall be held every month, at present on the 1st Wednesday of each month, alternative dates may be arranged where necessary.
B. The Quorum at Committee Meetings shall consist of FlVE members.
C. In the absence of the Chairman or Vice- Chairman another member shall be nominated to take the Chair.
D. At all meetings of the Committee every question MAY be decided upon by a majority vote where a vote is requested by any member present. If the votes are equal the Chairman of the meeting shall have an additional casting vote and the chairs decision is final. The result of a ballot must be entered in the minutes.
E. Any Committee member failing to attend on three occasions for any reasons unacceptable to the Committee will cease to be a Committee member.
F. The Chairman and or Secretary or Treasurer may take any executive emergency action required where it is not practical for the matter to be decided upon a regular or Special Committee meeting. Details of the action will be reported and recorded at the next meeting of the Committee.

17.INSPECTION OF ACCOUNTS
Approved Auditors shall be appointed annually at the Annual General Meeting, to professionally Report on the Accounts without the need for a full audit. Copies of the Annual Accounts shall be available for inspection by all members attending the Annual General Meeting. Where audited accounts are not available the meeting may proceed on the treasurer's draft accounts. The final audited accounts shall be passed at the first available Committee Meeting after the Audit and be available for inspection at a designated point on each site. Any changes shall be posted on the notice board and the members have a right to call an EGM where they deem it necessary.

18.ANNUAL RETURNS
Every year the secretary shall send to The Financial Conduct Authority the Annual Return in the form subscribed by the Authority. The annual return shall be made up to the end of the accounting period annually.

19.DlSSOLUTlON OF THE SOCIETY
The Society may at any time be dissolved by the consent of three-fourths of the members testified by their signature to an instrument of dissolution provided under the rules of the Financial Conduct Authority or other such body appropriate at the time of dissolution. All surplus funds and proceeds of sale of the property shall be distributed after all debts and costs have been paid. Such gain shall be payable in equal payment to each shareholder. If a Site is sold for development or other purposes then the proceeds are deemed to belong to the Society. Consideration shall be made for the loss of crops, equipment/buildings etc. upon any such sale or dissolution.
September 2014

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