One Hyde Park Square Residents Association

   2019 Rules

 One HPS Residents Association

WE, THE UNDERSIGNED, having resolved to form an association (the ‘Association’) to represent the interests of the leaseholders of 1 Hyde Park Square, London W2 2JZ (the ‘Block’) on matters of common interest and have further resolved to adopt the rules set out below which we have signed for identification purposes.

1.      NAME

1.1.      The Association shall be known as the ‘One HPS Residents Association’ and is incorporated and registered at Companies House as “One HPS Residents Group Limited” under company number 11805719 as a private company limited by guarantee.

1.2.      The Association will cover the leaseholders of the Block (the ‘Leaseholders’).

2.      AIMS & OBJECTIVES

2.1.      The objectives of the Association shall be:

a.       to represent and promote the common interests of all Leaseholders vis-à-vis third parties, including the freeholder of the Block, the freeholders’ managing agents and the Hyde Park Square Garden Committee and General Meeting;

b.      to seek to improve conditions and amenities for the Leaseholders and residents in the Block;

c.       to do such other things, ancillary to the preceding objectives, as may seem desirable to the Association.

3.      MEMBERSHIP

3.1.      Any Leaseholder may upon application become a full member of the Association. A company that is a Leaseholder shall be eligible for membership.

3.2.      The Association will ensure that all members have the opportunity to be involved in the Association and its events.

3.3.      Each eligible Leaseholder shall on request be supplied with a copy of the rules.

3.4.      It shall be a condition of membership that members at all times conduct themselves in a reasonable manner at meetings of the Association.

3.5.      Any members may be excluded for conduct contravening the objectives of the Association, by a majority of those present and voting at any general meeting. Any member so excluded shall have the right of appeal to the following general meeting.

4.      MANAGEMENT COMMITTEE

4.1.      The Association will be run by a Management Committee elected at the Annual General Meeting (the AGM). The Committee will be made up of Officers, including a Chair and Secretary. If the AGM deems appropriate, it may also include other members. The Chair and Secretary shall be the sole directors of One HPS Residents Group Limited.

4.2.      The first Officers of the Association shall be Frances Goldberg of Flat 1, 1 Hyde Park Square, London W2 2JZ (Chair) and Iain Fergusson of Flat 30, 1 Hyde Park Square, London W2 2JZ (Secretary), subject to confirmation at a general meeting or by written notice, within one month of Leaseholders holding 60% of leases becoming members.

4.3.      The Management Committee will provide an update to the members twice a year on its work.

4.4.      There will be a minimum of three Management Committee meetings held during the course of the Association’s year, one of which can include the AGM.

4.5.      Seven days’ notice of Management Committee meetings will be given to all members of the Management Committee.  Management Committee meetings can be held and/or attended by telephone or video conference.

4.6.      The quorum for Management Committee meetings shall be a minimum of two members.

4.7.      Where a vacancy arises on the Management Committee, it will be filled by election at the next General Meeting of the Association.

4.8.      The Management Committee shall deal with any issues of management of the Association which require decision during the periods between General Meetings of the Association, and report these to the next General Meeting.

4.9.      Management Committee members who miss more than three consecutive meetings without giving reasonable apologies will be asked to resign their post.

4.10.    A member of the Management Committee may be removed or suspended from their post if they bring the good name of the Association into disrepute. A general meeting of the Association will be called to consider evidence from all sides and a majority vote will be necessary to remove or suspend.

4.11.    Unless the Chair otherwise decides, no person shall be nominated for membership of the Management Committee unless at least 7 days prior to the AGM, written notice of such nominations shall be given to the secretary, save that existing members of the Management Committee shall be deemed to be duly nominated.

4.12.    The Management Committee shall elect a Chair (who shall be Chair of the Association and remain such until a new one shall be elected) and shall appoint a Secretary. The Secretary shall keep and make available for inspection whenever requested to do so by a member:

a.       a record of the business transacted at the AGM;

b.      copies of all written and notes of all oral communications with the freeholder and/or managing agent and any replies received.

5.      ANNUAL GENERAL MEETING

5.1.      An AGM of the Association shall be held once a year (within 14 months of the last AGM). Written notice of the AGM must be sent at least fourteen days in advance to every Leaseholder and members should be made aware that they will have the opportunity to make nominations for election or stand for election themselves and to vote for the Officers and Management Committee at the meeting.

5.2.      The quorum for the AGM should be a minimum of 6 members.

5.3.      AGMs can be held or attended by telephone or video conference.

5.4.      At the meeting:

a.       the minutes of the previous AGM will be presented and approved;

b.      copies of all written and notes of all oral communications with the landlord and/or agent and any replies received shall be made available

c.       the existing Management Committee will present a report of the Association’s activities in the past year;

d.      the existing Management Committee will stand down but shall be deemed to be re-elected (if willing to act) in the absence of other nominees;

e.      any Officers not re-elected shall resign as directors of One HPS Residents Group Limited;

f.        the Officers and Management Committee for the next year will be elected and become directors of One HPS Residents Group Limited.

5.5.      Nominations for Officers and Management Committee members will be accepted only if the person nominated is present at the Annual General Meeting or has put in writing that they want to stand.  If there is nobody willing to stand, the Management Committee will decide whether to start procedures to close the Association down. Alternatively, the Management Committee can continue in office to try and redevelop the Association for up to six months. It is the responsibility of the Management Committee to recruit a new Management Committee or formally dissolve the Association within that period.

5.6.      All members shall have the right (subject to control of the Chair) to speak at any general meeting.

6.      SPECIAL GENERAL MEETINGS

6.1.      Special General Meetings may be called at any time for the purpose of altering the rules or for considering any matter which needs the immediate attention of all members.

6.2.      Special General Meetings shall be called either at the written request of at least 6 members of the Association, or if the General Meeting decides by a simple majority that it is necessary or advisable.

6.3.      At least 14 days’ notice of any Special General Meeting will be given to members in writing, stating the reason(s) for holding the meeting.

6.4.      Special General Meetings can be held or attended by telephone or video conference.

6.5.      All matters for decision will be decided by a simple majority of those present and voting.

6.6.      In place of a Special General Meeting, decisions of the Association may be taken in writing, providing that all members have been sent a draft decision and given no less than 7 days to cast their vote. Votes may be submitted by post, by hand or by e-mail and shall be counted 14 days after circulation of the draft decision to all members.

7.      VOTING

7.1.      All members shall have the right to vote on any resolution before any general meeting.

7.2.      Each member shall have one vote per lease but only one vote per lease will be given in the case of joint Leaseholders.

7.3.      Any member entitled to vote may demand a poll which shall be taken forthwith.

7.4.      Any member entitled to vote may authorise in writing (such authority to be satisfactory to the Chair) another member to vote on his/her behalf.

7.5.      In the event of the equality of votes on any resolution the Chair shall have the casting vote.

8.      AMENDMENTS TO THE RULES

8.1.      Any proposals to amend the rules must be presented to the Secretary in writing at least 21 days prior to the meeting at which they are to be considered.

8.2.      Proposals to amend the constitution must be circulated to all members of the Association with the notice of the meeting.

9.      COMPLAINTS

All complaints or suggestions on matters regarding the Association shall be made to the Secretary, preferably in writing.

10.   INDEMNITY

The members of the Association shall indemnify the Officers of the Association and members of the Management Committee against all liability incurred by them, save in the case of wilful misconduct or reckless behaviour.

11.   NOTICES

11.1.    Any notice under these rules shall be in writing and shall either be delivered:

a.       by hand and e-mail (if available) to Leaseholders resident in the Block; or

b.      by email to Leaseholders not resident in the Block.

11.2.    Members wishing to receive notices by e-mail shall provide their e-mail address to the Secretary.

11.3.    Any notice shall be deemed to have been received on the earlier of:

a.       confirmation of delivery by the Chair or the Secretary of hand delivered notices; or

b.      confirmation by email from the recipient of receipt of an email notice.

11.4.    Each member and Officer shall, promptly on receipt of an email notice, confirm its receipt by return email.

11.5.    Each member can amend its address for notice by notice to the Secretary.

11.6.    This clause 11 does not apply to the service of any proceedings or any documents in any legal action.

12.   DISSOLUTION

12.1.    If the general meeting decides at any time by a simple majority that it is necessary or advisable to dissolve the Association, the Officers shall call a meeting of all members, giving at least 14 days’ notice in writing and stating the terms of the dissolution resolution to be proposed at the meeting.

12.2.    A resolution to dissolve the Association shall be agreed by a majority of those present and voting.

Signed:            ………………………………………………………………………….

Name:             Frances Goldberg        Date: 14 February 2019

Signed:            ………………………………………………………………………….

Name:             Iain Fergusson             Date: 14 February 2019