Note of Extraordinary General Meeting held on Thursday 19^th April 2007 from 7.30 pm. 

Present: around 235 members of the Association 

The Chairman opened the meeting by explaining that it had been called at the request of a group of residents and also gave a summary of the events since last year’s AGM. 

A Newsletter had been issued following last year’s meeting asking for three volunteers to come forward and form a working party with several members of the committee to put forward amendments to the constitution.  The group of residents who, at the 2006 AGM, raised matters concerning representation on the committee were asked to appoint a representative to sit on this working party, but they declined. 

A document setting out the proposed amendments had been circulated and many of the amendments suggested at the last AGM had been incorporated.   One of the main amendments was a limitation in committee numbers and, because of this, it had been necessary to introduce an election process and a system for checking eligibility to vote. 

Subsequent to the publication of these changes, further amendments were received from the group and these were set out in the agenda for the AGM, some of which were similar or identical to those proposed by the working party. A subsequent letter from the group asked that these items be considered at the AGM rather than at the EGM.  The committee offered to consider these at the EGM if they wished to do so but the group did not, so the meeting would be considering them in their entirety at the AGM, immediately following the EGM  

At this point the Chairman explained the procedure for the EGM and then asked Simon Reed, as a member of the working party, to explain and move the constitutional clauses containing amendments to the meeting on a paragraph-by-paragraph basis: 

Paragraph 2 of the Constitution 

Question: Are those who own properties but do not reside on the estate and therefore did not appear on the Register of Electors entitled to vote?  The answer is “No” 

Question: Are the shops on Queens Parade also included?  It was explained that no businesses on the estate are included, only the flats above the shops in Queens Parade would be included. 

Question: Has any consideration had been given to one vote per household?  It was explained that this had been considered but on balance it was decided that it was too complicated to deal with.   However, the Chairman said that if it was the wish of the majority of the meeting then the committee would look into it. This was agreed. 

The amendments were carried unanimously. 

Paragraph 4.  These amendments were carried on a show of hands.

Paragraph 5.

Question: Is a committee of 11 in addition to the officers of the committee, or does it include the officers?    The Chairman explained that the committee was 11 in total, i.e. including the officers. 

Question: Why 11 – how many are currently on the committee?  The Chairman explained that number was originally 7 but 11 was proposed by the group at the last AGM and the Committee and the working party were agreeable to this. 

Question: Is the committee getting smaller over the years and what was the original number?  The Chairman said he had no idea what the original number of the committee was and it had fluctuated over the years depending on the issues, but in the main it was between 8 and 10.

Question: Why is the Chairman being given the discretion to decide whether an election shall be by a paper vote?  The Chairman explained that it may not be necessary to have a ballot, for example, if there are 11 or fewer candidates standing for election. 

Question: It was suggested that the committee should take such a decision, not just the Chairman?  This proposal was put to the meeting but was defeated.

Amendments contained under paragraph 5 were approved on a show of hands.

Paragraph 6

It was agreed to replace the word “retiring” by “resigning” on a show of hands.

Paragraph 7

Question: How many times does the committee meet during the course of the year?  The Chairman explained that normally the committee met three or four times a year but had done many more times in the past year.

Simon Reed explained the reasoning behind the words “at a time mutually agreed between the parties”. It was proposed that for clarity the word “parties” should be changed to “committee and those proposing the meeting”. This was agreed by the meeting. 

Question: Why is there a different period of notice for the EGM and AGM?  It was explained that the period of notice is set out earlier in the same paragraph, i.e. EGM is 28 days and the AGM 3 weeks.  The Chairman said that the reason for the different periods should be looked at by the Committee. This was agreed by the meeting. 

Question: There could be an incident which requires an emergency meeting – please could the Committee take that into consideration when discussing this item?

This was agreed.

Question: Would consideration be given to rationalisation of the use of the words ‘special’ and ‘extraordinary’ in references to the meetings?

This was agreed

Considerable discussion followed regarding replacement of the word “may” with “shall” in line 2 of paragraph 7 in order to introduce consistency.  At the point at which the vote was due to be taken, it was pointed out that people who were entitled to vote were still waiting outside because the maximum legal capacity of the hall had been reached.  After a long discussion about possible ways forward, including an adjournment, it was agreed that the vote should proceed provided that any majority recorded was greater than the number still outside the hall.  On this basis, it was agreed on a show of hands to change the word “may” to “shall”.

Paragraph 7, containing the amendments, was approved, incorporating these two changes.

It was proposed and seconded that the rest of the amendments shown on the agenda should be considered together.  This proposal was carried on a show of hands. The remaining items of constitutional change (paragraphs 8-17) were then approved en bloc by the meeting

The Extraordinary Meeting was declared closed.

1. The Association shall be called ''The Hanger Hill East Residents' Association'' hereinafter called ''the Association'' or ''HHERA''. 

2. Membership of the Association is open to all residents of the Hanger Hill Estate, being the area bounded by Hanger Lane, Western Avenue, the Piccadilly Line between Park Royal and North Ealing stations, and Queens Drive (including Queens Parade).  At meetings of the Association any person not named on the published electoral roll may be asked to provide a utility bill not more than three months old as proof of residence and a passport or driving licence as proof of identity. Failure to provide either or both of these documents will render the person concerned ineligible to vote. 

3. The object of HHERA is to serve and protect the interests of the residents of the Hanger Hill Estate and to protect, improve and further the amenities of the Estate. 

4. The officers of the Association shall comprise a Chairman, a Vice Chairman, a Secretary and a Treasurer.  Other posts may be designated by the Committee to serve the needs of the Association as occasion demands. 

5. The business of the Association shall be arranged by a Committee elected at the Annual General Meeting.  The Committee shall consist of a maximum of eleven members.  Every nomination for the Committee shall be proposed and seconded by a member of the Association and shall contain a confirmation by the nominee that he/she is willing to stand.  Nominations shall be submitted in writing to the Secretary at least seven days before the AGM.  Unless the Chairman considers it to be unnecessary, an election shall be determined by a paper ballot with the eleven nominees who receive the highest number of votes being elected. 

6. The officers of the Association shall be elected by the Committee from amongst their members at the first Committee meeting following the AGM.  In the event of any member dying or resigning, the Committee may co-opt another member of the Association to sit on the Committee for the period until the next AGM. 

7. The Annual General Meeting of the Association shall normally be held in the month of April each year. Three weeks’ notice shall be given of the AGM.  A special meeting of the Association shall be called if 10 or more members of the Association request in writing a meeting stating the purpose of the meeting.  Such a meeting shall be held within 28 days of the receipt of such a request or at a time mutually agreed between the Committee and those proposing the meeting. 

8. The Committee shall meet as often as the Committee members deem necessary but this should be at least twice a year.  If a Committee member does not attend two meetings consecutively without any apology, it will be deemed that he, or she, no longer wishes to serve, will be automatically retired from the committee and he, or she, will be advised accordingly. 

9. At each AGM, all members of the Committee shall retire but shall be eligible for re-election. 

10. At the AGM, all members of the Association including the Chairman shall have one vote.  The Chairman shall in the case of an equality of votes have a second, or casting vote. 

11. Any member wishing to move a resolution at the AGM shall give notice in writing to the Secretary not less than 7 days before the date of the meeting. 

12. Minute books shall be kept by the Association and the Secretary shall enter a record of all proceedings and resolutions. 

13. All funds raised for or on behalf of the Association shall be applied to further the object of the Association and for no other purpose.  The Treasurer shall keep proper accounts of the finances of the association.  Expenditure above £100 must be authorised by the Committee. 

14. The accounts of the Association shall be audited once a year by two auditors elected at the AGM each year. The financial year of the Association ends on 31 December. 

15. Any funds at the disposal of the Association should be held in a bank or building society.  In the event of the Association ceasing to operate, such funds, archives and any other materials or interests shall be made over to a suitable adjacent residents' association and will not be redistributed. 

16. The Committee shall have the power to co-opt members of the Association onto the Committee (subject to the maximum number specified in paragraph 5 above). 

17. This constitution may be added to, repealed or amended by a resolution at any Annual or special general meeting, notice of which will be as set out in paragraph 7 above, and shall have contained particulars of the proposed modifications.

GJF 13/10/97

Revised SJR 13/12/06, MM, RG 17/12, MH, RG 2/1/07, 10/1/07, 28/01/07, 13/2/07/, approved EGM 19/04/07