STATUTES
As approved and amended at the Annual General Meeting held on the 18th April, 2007

1. Name
The name of the Association is the St Philip and St James (Leckhampton) Area Residents' Association.

2. Objects and powers
2.1 The Association is established in order to :
a. promote the well-being, and protect the amenities, of the residents of the streets immediately surrounding St Philip and St James Church, Leckhampton
b. encourage social contact, and promote joint activity, among these residents
c. safeguard and enhance the quality and convenience of streets and open spaces within that area.
d. positively promote equal opportunities within the community and within its membership

2.2 In furtherance of these objects, but not otherwise, the Association may:
a. arrange meetings, events, exhibitions etc
b. collect and disseminate information
c. undertake or commission research
d. liaise with local authorities and other organisations
e. publish newsletters, pamphlets, books, photographs, films etc
f. raise funds and invite and receive contributions from any person or persons by way of subscriptions or otherwise
g. do all such other lawful things as are necessary for the attainment of the objects.

3. Membership
3.1 Full membership of the Association shall be open to all individuals of 18 years or over irrespective of nationality, race, ethnic or national origin, gender, colour, disability, sexuality, political or religious belief who :-
- are committed to the objectives of the Association, and
- are either permanently or temporarily resident in premises with postal addresses in the following streets in the Leckhampton area of Cheltenham, England and
- have paid the annual subscription as recommended by the Executive Committee and agreed at the Annual General Meeting of the Association :

Andover Road Norwood Road
Andover Street Painswick Road
Andover Walk Park Place
Ashford Road St Philip's Street
Brandon Place Suffolk Street
Edward Street Tryes Road
Grafton Road Tudor Lodge Drive
Gratton Road Tudor Lodge Road
Morgans Drive

Other Streets may be included by decision at a subsequent General Meeting.

3.2 Junior membership shall be open to those residents of the above area under the age of 18 years who are interested in furthering the work of the Association and who have paid the annual subscription as recommended by the Executive Committee and agreed at the Annual General Meeting of the Association. Junior members shall not be entitled to vote.

3.3. The Executive Committee shall have the right :
a. to approve or reject applications for membership
b. for good or sufficient reason to terminate the membership of any individual, provided that the member concerned shall have the right to be heard by the Executive Committee before a final decision is made.

4. Honorary Officers
4.1 At the Annual General Meeting mentioned below, the Association shall elect a Chair, Vice-Chair, Secretary, Treasurer and such other officers as the Association may decide.

4.2. These honorary officers shall hold office until the conclusion of the Annual General Meeting next after their election, but shall be eligible for re-election.

4.3 The honorary officers shall automatically be members of the Executive Committee.

4.4 The Association may appoint one or more qualified auditors and may determine their remuneration (if any).

5. Executive Committee
5.1 Subject as mentioned below, the policy and general management of the affairs of the Association shall be directed by an Executive Committee ('the Committee') which shall meet not less than 3 times a year and when complete shall consist of no fewer than 10 members, including the honorary officers.

5.2 The members of the Committee shall be elected at the Annual General Meeting of the Association in accordance with clause 5.5.

5.3 Members of the Committee shall hold office until the conclusion of the Annual General Meeting next after their election, but shall be eligible for re-election.

5.4 Only full members of the Association shall be eligible to be elected as honorary officers or members of the Committee.

5.5 Nominations for honorary officers or members of the Committee may be made by full members of the Association in writing before, or orally at, the Annual General Meeting, with the consent of the person nominated. Each nomination must be seconded by another full member. Should nominations exceed vacancies, election shall be by ballot.

5.6 In addition to the members so elected, the Committee may co-opt up to 4 further members, who shall be full or junior members of the Association and who shall serve until the conclusion of the next Annual General Meeting after individual co-option.

5.7 Any casual vacancy in the Committee may be filled by the Committee. Any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting and shall be eligible for election at that meeting.

5.8 The proceedings of the Committee shall not be invalidated by any failure to elect, or any defect in the election, appointment, co-option or qualification of any member

5.9. The Committee may appoint such special or standing sub-committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration and composition. Each such sub-committee shall include at least one member of the Committee, and shall be chaired by a member of the Committee. All acts and proceedings of such special or standing sub-committees shall be reported back to the Committee as soon as possible

6. Determination of membership of the Committee
A member of the Committee shall cease to hold office if he or she:
a. is disqualified from acting as a member of the Committee by virtue of Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
b. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
c. resigns his or her office by notice in writing; or
d. is absent from 3 consecutive meetings of the Committee
and/or if for good and sufficient reason three-quarters of the other members of the Committee pass a resolution that such Committee member shall be removed from office.

7. Meetings of the Association
7.1 Once a year an Annual General Meeting of the Association shall be held at such time (not being more than 15 months after the holding of the preceding Annual General Meeting) and place as the Committee shall determine. At least 21 clear days' notice of this meeting shall be given in writing by the Secretary to each member. At such Annual General Meeting the business shall include the election of honorary officers; the election of full members to serve on the Committee; the appointment of an auditor, auditors or independent examiner if required; the consideration of an annual report of the work done by or under the auspices of the Committee and of the accounts; approval of the level of annual subscriptions; and the transaction of such other matters as may from time to time be necessary.

7.2 The Chair of the Association may at any time at his/her discretion, and the Secretary shall within 21 days of receiving a written request so to do signed by not less than 20 full members of the association and giving reasons for the request, call a special general meeting of the Association.

8. Rules of procedures at all meetings
8.1 Quorum. The quorum at a meeting of the Association shall be one-tenth of the total membership of the Association for the time being. The quorum of the Committee or of any sub-committee appointed under clause 5.9 shall be one-third of the Committee or sub-committee (as the case may be), subject to a minimum of 2 people.

8.2 Voting. Save as otherwise provided, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote. No person shall exercise more than one vote, but in case of an equality of votes the Chair of the meeting shall have a second or casting vote

8.3 Minutes. Minute books shall be kept by the Committee and all sub-committees, and the appropriate secretary shall enter in the minute book a record of all proceedings and resolutions.

8.4 Standing orders and rules. The Committee shall have power to adopt and issue standing orders and/or rules for the Association. Such standing orders and/or rules shall come into operation immediately, provided that they shall be subject to review by the Association in General Meeting and shall be consistent with the provisions of this statute.

9 Payments
All moneys raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose, provided that nothing herein contained shall prevent :
a. the repayment to members of the Committee, or of any sub-committee appointed under clause 5.9 hereof, of reasonable out-of-pocket expenses related strictly to the agreed work of the Association;
b. the Committee being entitled to effect policies of insurance or indemnity and paying any premiums thereon to cover the liability of the Committee (or any of them) which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Association, provided that any such insurance or indemnity shall not extend to any claim arising from any act or omission which the Committee (or any of them) knew to be a breach of trust, or breach of duty, or which was committed by the Committee (or any of them) in reckless disregard of whether it was a breach of trust or breach of duty or not.

10 Finance
10.1 The Committee shall keep accounting records, and prepare annual statements of account, for the Association; and shall if necessary have these audited or independently examined.

10.2 A statement of the accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting.

10.3 A bank account shall be opened in the name of the Association with such bank as the Committee shall decide. All cheques must be signed by not less than two authorised signatories, being members of the Committee.

11 Alterations to the Statutes
The Statutes of the Association may be altered by a resolution passed by not less than two-thirds of the members present and voting at a General Meeting. The notice of the meeting must include notice of the resolution, setting out the terms of the alteration proposed.

12 Dissolution of the Association
If the Committee by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association, it shall call a meeting of all members of the Association who have the power to vote. Not less than 21 days' notice of this meeting, stating the terms of the resolution to be proposed, shall be given to all members. If the decision to dissolve the Association is confirmed by a two-thirds majority of those present and voting at such meeting, the Committee shall have power to dispose of any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other institution or institutions, having objectives similar to the objectives of the Association, or as the Committee may determine.

SP&JARA Statutes 0407a