Hockering Residents Association
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CONSTITUTION

HOCKERING RESIDENTS’ ASSOCIATION

(Originally adopted on 28th May 1986 and
amended on 24th March 2004)

1. NAME
The name of the Association is Hockering Residents’ Association (the Association)

2. OBJECTS
The objects of the Association are:
(a) To preserve and maintain the residential character and the amenities and privacy of the Hockering Estate (the Estate) Woking, Surrey, (which comprises the land and properties fronting Hockering Road, Cleardown, Danes Hill and Knowl Hill and the roads, paths and verges thereof) in accordance with the covenants affecting the individual properties in the like manner as the same have been preserved and maintained since 1913.
(b) To maintain, improve, replace or renew the said roadways, footpaths, verges, gates, gate posts, lights, signs, and other amenities of the Estate, and the trees, shrubs, plants and flowers now or hereafter planted or to be planted thereon or therein as shall from time to time be necessary or appropriate, and also as may be deemed necessary or appropriate to protect the same by all lawful means from and against the use thereof by any person or persons whosoever, with or without vehicles of any description, other than members of the Association and their tenants and their respective households, visitors and tradesmen.
(c) To raise funds for the achievement of the aforesaid objects or any of them.
(d) To do all such other lawful things as are incidental or conducive to the attainment of the aforesaid objects or any of them.

3. MEMBERS
(a) Every person, which expression includes a corporation, who is at any time an owner of a freehold residence (property) in the Estate and the spouse of such an owner in residence at the property and a person in residence in a property as a beneficiary of a trust and the spouse of such a person in residence at the property shall be a member (and in the case of joint ownership of a property or beneficial interest all joint owners and spouses as aforesaid shall each be members).
In respect of each property, only one member shall be entitled to vote at Meetings, to sign requisitions or give proxies for a Meeting (a voting member). The voting member shall be one of:
(i) a freehold owner of the property; or
(ii) a person in residence as beneficiary of a trust of the property;
(iii) the spouse in residence at the property of a person within paragraphs (i) or (ii) above.
In the absence of any notification in writing to the Honorary Secretary to the contrary as provided below, the voting member in respect of a property shall be the person (which may be a corporation) who is the freehold owner under paragraph (i) above or if there is more than one such person, the first named registered proprietor in respect of the property (or in the case of a property with unregistered title, the first named person as purchaser or other acquirer in the last conveyance or other assurance of the property).
The person who would otherwise be the voting member in relation to a particular property under the preceding paragraph may by notice in writing to the Honorary Secretary nominate another person within any of paragraphs (i), (ii) or (iii) above in relation to that property to be the voting member in respect of that property provided that:
 (A) the notice of election must be accompanied by a notice in writing addressed to the Honorary Secretary signed by the person nominated confirming that he or she wishes to be the voting member (in the absence of which the election shall be void and of no effect);
 (B) such an election is irrevocable by the member making it;  
 (C) on making such a valid election the person making it shall cease to be the voting member in relation to that property, and the person nominated shall become the voting member in relation to that property;
 (D) a member nominated as the voting member pursuant to such an election may at any time by notice in writing to the Honorary Secretary renounce his or her right to be the voting member;
 (E) on a person nominated under the foregoing procedure ceasing to be a member or ceasing to be the voting member, the voting member shall revert to being the person who would then be the voting member in the absence of any election (who shall be entitled to make an election under the foregoing procedure); and
  Any member whether or not a voting member in respect of a property shall be entitled to attend Meetings of the Association and to be elected to and serve on the Committee but shall not (unless a voting member) have a vote at Meetings of the Association nor be entitled to sign requisitions or proxies for a Meeting.
(b) If a person is a member under clause 3.(a) above in relation to more than one property, he shall be treated as being a member in relation to each such property individually without regard to any other and accordingly:
(i) he shall be entitled to one vote at Meetings of the Association in respect of each such property in respect of which he is the voting member;
(ii) if he shall cease to be the voting member in relation to one property, such cessation shall not affect his status as a voting member in relation to any other property in respect of which he continues to qualify as a voting member; and
(iii) if he shall cease to be a member in relation to one property, such cessation shall not affect his membership in relation to any other property in respect of which he continues to qualify as a member.
(c) The Honorary Secretary shall keep a register of members and voting members and enter in it the names and addresses of all persons who are members and voting members.
(d) The Association, through the Trustees, has ownership of the roads, footpaths and verges with members having defined rights to cross these to recognised entrances to their property. Members are responsible for the maintenance of such access routes across the footpaths and verges to a standard approved by the Association. Members are responsible for ensuring that any damage to Association property resulting either directly or indirectly from work to their property is rectified as soon as practical, in default of which the Committee may, upon giving thirty days written notice, arrange for the remedial work to be carried out and charge the cost to the relevant members.
(e) All verges and footpaths being the registered property of the Trustees of the Association, new entrances and/or the laying of new conducting media and/or laying of new routes for conducting media may not be created or laid across over or under the verges and footpaths without a Deed of Grant from the Association by the Trustees which must be duly registered at H. M. Land Registry. Members must also obtain prior permission from the Committee for any change of surface finish, treatment or specification of an existing entrance. Members must also in accordance with clause 3.(d) as a condition of the grant of any such prior Deed or permission undertake to effect appropriate restoration and making good of any permitted excavations or other works made to any verge and/or footpath and/or entrance in default of which the Committee may arrange for the remedial work to be carried out and charge the cost to the relevant members
(f) Members shall draw the attention of any prospective or intending or actual purchaser of or other person acquiring their property to the existence of the Association and its Constitution and the benefits and obligations attaching to membership, and shall procure that upon completion of any sale or other transfer or disposition of the freehold interest in a property or on the occurrence of any other event resulting in a new or changed membership in relation to a property, notice in writing thereof shall be given to the Honorary Secretary including therein the name of the acquirer thereof or other new member, provided that every acquirer of a property shall in all cases be deemed to have acquired in the knowledge that such acquisition automatically entails membership of the Association and acceptance of the obligations set out in this Constitution.
(g) Members shall submit to the Committee, via the Chairman, for consideration, comment and if acceptable in the interests of the Association and its members, approval of:
(i) the plans of any new building or alteration to an existing building or its appurtenances which may affect its external appearance; and
(ii) any proposals to carry out work on trees more than 75mm in diameter measured at 1.5m above the ground, as presently falling within the law governing trees either specifically registered with a Tree Preservation Order or being sited within a Conservation Area.
No building, alterations, lopping or felling to which this clause 3.(g) applies shall be carried out before the approval of the Committee has been granted. In considering applications the Committee shall have regard to any detriment to the character and appearance of the Estate or any part of it and the impact on any adjoining or neighbouring properties.
(h) For the purpose of maintaining the character of the Estate, members must submit to and obtain the approval of the Committee to any proposals before removing or before replacing a boundary hedge or fence, or significantly altering its height and/or character.
(i) For like purposes, members may not plant trees, shrubs or plants or place signs (including house name signs) and skips on the verges without prior approval of the Committee.
(j) If there is more than one member in relation to a property, each such member is jointly and severally liable in relation to all the obligations and liabilities of a member in relation to that property.
(k) A member shall cease to be a member when he completes the sale of his property or otherwise ceases to qualify as a member under clause 3.(a) hereof.

4. FUNDING
(a) Members shall pay to the Association each year such a sum ("the contribution") in respect of their property as may be determined by the Association at its Annual General Meeting within thirty days of that meeting. The Committee may instruct the Honorary Treasurer to take legal steps to ensure payment of any overdue contribution or any other sums that may be legally due to the Association from time to time (provided prior to any such legal steps being taken the Honorary Treasurer will send a letter to the members notifying the members of the contribution or other sums due and giving those members at least 14 days to pay any such overdue amounts).
(b) Unless otherwise decided by the voting members at a General Meeting, an equal contribution shall be payable in respect of each property. The members in relation to any property on the date of the Meeting at which the sum is approved shall be liable to pay the appropriate sum for that year and shall remain liable for such payment, notwithstanding subsequently ceasing to be a member before such payment is demanded or made.

5. OFFICERS
(a) The Officers of the Association shall be a Chairman, a Treasurer and a Secretary who shall serve in an honorary capacity and must be members of the Association unless otherwise approved by members in a General Meeting.
(b) The Officers of the Association shall be nominated for office and submitted for election by voting members in a General Meeting in accordance with clause 10.(g).
(c) Any Officer may retire by giving 14 days’ prior notice to the Honorary Secretary (or in the case of the Honorary Secretary, to the Chairman), and the Honorary Secretary and the Honorary Treasurer shall retire at the end of each Annual General Meeting but shall be eligible for re-election at that Meeting.
(d) The Chairman shall initially hold office for 3 years but shall be eligible for annual extensions at the Annual General Meeting at which he retires.

6. COMMITTEE
(a) The Committee shall consist of the Officers and not less than five nor more than nine members of the Association all of whom shall be entitled to vote at Committee meetings.
(b) Any member of the Committee may retire by giving 14 days’ prior notice to the Honorary Secretary, and shall retire at the end of the Third Annual General Meeting after the Annual General Meeting at which he was elected but shall be eligible for re-election at that Meeting.
(c) Any casual vacancy on the Committee or of any office including that of a Trustee (as hereinafter referred to in clause 7) or Auditor arising between Annual General Meetings may be filled by the Committee, provided that any Officer or Trustee or Committee member so appointed shall retire at the end of the next Annual General Meeting unless such appointment is confirmed at that Meeting.
(d) The Committee may at any time and from time to time co-opt any persons to the Committee for a specific purpose notwithstanding that the full number of Committee members is already in office.
(e) The Committee shall manage all the day-to-day affairs of the Association in accordance with this Constitution.
(f) The Committee shall have power to call a General Meeting of the members for any purpose whatsoever.
(g) The quorum of the Committee shall be five.
(h) The Committee may appoint a Deputy Chairman from among their members The Deputy Chairman's appointment may be terminated at any time by resolution of the Committee and if the Deputy Chairman is not present when such resolution is passed then notification will be given to him as soon as reasonably practicable.
(i) Decisions at meetings of the Committee shall be made by a simple majority and in the event of equality of voting the chairman of the meeting shall have a second or casting vote.
(j) The Committee may from time to time appoint from among their number such sub-committees as they may consider necessary or desirable and may delegate to them such of the powers and duties of the Committee as the Committee may determine. All sub-committees shall periodically report their proceedings to the Committee and shall conduct their business in accordance with the directions of the Committee.
(k) The Committee shall have the sole right of appointing and determining the terms and conditions of service of employees of the Association and shall have power to enter into contracts for the purposes of the Association on behalf of all members of the Association.

7. TRUSTEES
(a) The Trustees shall be appointed (or if appointed by the Committee during the year such appointment shall be confirmed) by the voting members in General Meeting and shall be such person or a trust corporation as may be determined by the voting members in General Meeting.
(b) The number of personal Trustees shall not be fewer than two nor more than four.
(c) (i) Personal Trustees shall normally be resident on the Estate. They shall hold office until death, resignation or removal from office by a resolution of the voting members or by a resolution of the Committee passed in accordance with paragraph 7.(c)(ii).
(ii) In the event that a Trustee shall cease to reside on the Estate the Trustee shall if he shall not have done so earlier resign at the first Committee Meeting following his ceasing to reside on the Estate. If he shall fail to tender such resignation then the Committee shall be entitled to remove him from office by a resolution of the Committee.
(iii) For the avoidance of doubt if the Committee shall so resolve and the Trustee is willing to continue acting as a Trustee notwithstanding his ceasing to reside on the Estate he shall be eligible for re-election to the office of Trustee by the Committee to whom he has tendered his resignation in accordance with 7.(c)(ii). Any Trustee so re-appointed shall retire at the end of the next Annual General Meeting unless such appointment is confirmed at that Meeting.
(d) Nominations of persons willing to stand for election as a Trustee must be made in writing to the Honorary Secretary by the Committee not less than 7 days before the meeting at which the elections are intended to be proposed.
(e) There shall be vested in the Trustees all property of the Association other than monies in an account at a bank or building society, cash or other funds invested in monetary assets which shall be under the control of the Committee. The Trustees are the Registered Proprietors of the freehold land comprising the roads, verges, leaf dumps and pathways of the Estate to which the Association has absolute title (title number SY570826) and are Registered Proprietors with Title Absolute of the driveway leading to Denton House from Danes Hill (Title Number SY518826).  
(f) The Trustees may deal with the property so vested in them by way of sale, mortgage, charge, lease, grant, release, licence or otherwise howsoever as directed by the Association. Such directions shall be given by a resolution of the voting members passed in accordance with the provisions of clause 10 hereof and when so passed shall in favour of a purchaser, mortgagee, chargee, lessee, covenantor, covenantee, grantee, licensee or other person affected be binding on all members of the Association. A certificate signed by the Chairman and Honorary Secretary for the time being of the Association shall in favour of the said persons be conclusive evidence that a direction complying in all respects with the above provisions of this clause was duly given to the Trustees provided that the Committee shall be empowered to carry out the following acts and matters without reference to members or the passing of a resolution in General Meeting:-
(i) to approve the plans of any new building or alteration to an existing building or its appurtenances on the Estate; and
(ii) to direct the Trustees where it is appropriate in law to do so:
A. to enter into any deed of grant or release or impose such covenants as may in their discretion be necessary or desirable in respect of such new building or alteration to an existing building to ensure that its use shall be or remain that of a private residence and
B. to acknowledge the existence of rights of way and rights for the passage of services to any property and on request to confirm to solicitors acting for a prospective purchaser of a property on the Estate that such property has the benefit of such rights, whether or not they are noted on the property register of the title under which such property is registered, and to consent to an entry on the property register of such title to that effect and on request to acknowledge and confirm to solicitors acting for a prospective purchaser of a property the existence of such rights.
(g) The Trustees shall also at the direction of the Committee take reasonable steps including legal action which the Committee resolves are necessary or desirable to protect the amenities of the Estate and in furtherance of the objects of the Association. Where the Committee are contemplating taking legal proceedings or any other actions which are likely to incur material cost without prior sanction from the voting members in General Meeting, the Committee shall as soon as reasonably practicable call an Extraordinary General Meeting and obtain resolution from the voting members to take and/or pursue such proceedings or otherwise. In exceptional circumstances in the event that grave or serious action is being taken or threatened that will or would be likely to damage the amenities of the Estate and/or the objects of the Association, the Committee is empowered if it is reasonable and prudent to do so and there is insufficient time to obtain prior resolution of the members in General Meeting, to direct the Trustees to take Court proceedings without the sanction of a General Meeting of voting members including directing the Trustees to make an application for interlocutory injunction and other appropriate relief. The Committee shall in such circumstances as soon as reasonably practicable call an Extraordinary General Meeting. At that meeting the matter of such proceedings and action taken and to be taken shall be placed for decision by the voting members as to the continuance of such proceedings or otherwise The Committee shall in all cases abide by the resolutions passed at any such meetings.
(h) The Trustees shall be entitled to receive minutes of all meetings of the Committee and if not a member owning property on the Estate shall be entitled to attend (but not vote at) all General Meetings of the Association or, if a Corporation, to nominate a person to attend in accordance with clause 10.(d).

8. ANNUAL GENERAL MEETINGS
(a) An Annual General Meeting shall be held in every calendar year.
(b) The business of the Annual General Meeting shall be:
(i) To receive and consider the Committee’s report on the activities of the Association during the preceding year.
(ii) To receive and consider the accounts of the Association for the preceding year and the Auditor’s report thereon and the Honorary Treasurer’s report on the financial position of the Association.
(iii) To approve the estimated expenditure for the current year and to authorise necessary expenditure in the following year until the next Annual General Meeting.
(iv) To fix the sum payable by members for each property to the Association being the contribution referred to in clause 4.(a) for the current year.
(v) To elect Officers and other Committee members as necessary.
(vi) To elect the Auditor.
(vii) To appoint Trustees, or to confirm the appointment of such Trustees as may have been appointed by the Committee during the preceding year.
(viii) To decide on any resolution which may have been duly submitted to the Meeting as hereinafter provided.

9. EXTRAORDINARY GENERAL MEETINGS
(a) An Extraordinary General Meeting may be convened at any time upon either a resolution of the Committee or a requisition setting out the resolution or resolutions to be proposed thereat. The requisition must be signed by not less than ten voting members and served on the Honorary Secretary by personal delivery or recorded delivery post. If the Honorary Secretary does not give notice of the Meeting pursuant to the requisition within 10 days the requisitionists, or any one or more of them on behalf of the others, may give notice of the Meeting.
(b) The business which may be conducted at an Extraordinary General Meeting may be:
(i) The removal of all or any of the Officers, other Committee members, Trustees and the Auditor and filling the vacancies thereby caused;
(ii) The alteration of the Constitution of the Association;
(iii) Any matter arising from clause 6.(f), 7.(g) or clause 9.(a) hereof;
(iv) To sanction the raising of a special contribution if reasonably required to carry forward or carry out any resolution passed pursuant to clause 9.(b)(iii).

10. PROCEEDINGS AT MEETINGS
(a) Not less than 21 days’ prior notice in writing setting out the resolutions to be proposed at the Meeting shall be sent or delivered to every voting member at his last known address, provided that delivery to the property on the Estate shall be deemed effective notice, and provided that not less than 10 days’ prior notice in writing shall be given of an adjourned meeting.
(b) Any voting member may propose a resolution to be decided on at an Annual General Meeting by a requisition complying with the requirements set out in clause 9.(a) and served on the Honorary Secretary by 31st January in the year the Annual General Meeting is to be held.
(c) The quorum of both an Annual General Meeting and an Extraordinary General Meeting shall be either:
(i) twenty-five voting members present in person; or
(ii) not less than fifteen voting members present in person and not less than ten other voting members present by proxy.
(d) Resolutions at General Meetings shall be passed by a simple majority of the votes entitled to be cast by voting members present either in person or by proxy, and in the event of an equality of voting the Chairman (or Deputy Chairman if presiding) shall have an additional casting vote, provided that the Committee may require in the notice of meeting that a particular resolution to be passed at that Meeting shall require a two-thirds majority of the votes entitled to be cast by voting members present either in person or by proxy, and provided further that any resolution to amend the Constitution of the Association shall in any event require such a two-thirds majority.
(e) Each voting member shall have one vote on every resolution, provided that at no time shall more than one vote be cast in respect of any one property, and provided further that a Corporation which is a member may by resolution of its Directors or other governing body (a copy of which certified by the Secretary of the Corporation shall be sent or delivered to the Honorary Secretary not less than 24 hours before the Meeting) authorise any person to attend any General Meeting of the Association, but if it is a voting member it may only exercise its right to vote by means of a proxy in the form and manner herein provided.
(f) Save as aforesaid votes may be given either personally or by proxy. The instrument appointing a proxy shall be in writing under the hand of the appointor, and such instrument shall be deposited with the Honorary Secretary before the Meeting at which the person nominated in the instrument proposes to vote, and in default the instrument of proxy may be treated as invalid. An instrument appointing a proxy may be in any form which the Committee shall approve, and may extend to any adjournment of the Meeting.
(g) Nominations of persons willing to stand for election to any office or to the Committee must be made in writing to the Honorary Secretary by the Committee and/or by not less than two voting members not less than 7 days before the Meeting at which the elections are intended to be proposed.
(h) All members shall be entitled to attend Meetings but only voting members shall be entitled to receive notice of Meetings and to requisition and vote (in person or by proxy) at Meetings. No member shall be entitled to vote at or requisition any Meeting unless all the monies payable by him to the Association have been paid.

11. ACCOUNTS
(a) The financial year of the Association shall end on the 31st December in every year, to which date accounts shall be drawn and balanced, and shall be audited by the Auditor not less than 28 days before the Annual General Meeting.
(b) Copies of the audited accounts shall be sent to every voting member and to the Trustees, if not voting members, with the notice convening the Annual General Meeting.
(c) The Auditor shall be a member of the Association other than one of the Officers or Trustees or their spouses and shall serve in an honorary capacity, provided that if no member is able, qualified or willing to become Auditor the voting members may appoint a person who is not a member.
(d) All monies received by the Association shall be paid into an account or accounts in the name of the Association at banks or building societies appointed by the Committee, and cheques and other instruments drawn on and directions to such banks or building societies shall be signed by the Chairman or the Honorary Treasurer or such other designated signatories as the Committee shall appoint.
(e) The Committee shall have power to invest in gilt-edged securities.
(f) No action involving expenditure in the name or on behalf of the Association shall be taken without the authorisation of the Committee.

12. INDEMNITY
The Trustees, Officers and members of the Committee shall not be liable for any loss suffered by the Association as a result of the discharge of their respective duties on its behalf, and collectively and individually they shall be entitled to an indemnity from the Association for all expenses and other liabilities incurred by them in the reasonable discharge of their respective duties.

13. INSURANCE
The Committee shall have general power to effect such insurances on behalf of the Association and/or the Officers and/or the members and/or the Committee members and/or the Trustees as shall be reasonable. The Committee shall have power from time to time to obtain advice from professional insurance brokers as to the Association’s insurances and the terms conditions and scope thereof and the risks insured and any fees properly incurred in this respect shall be paid out of the Association’s funds.

14. DISSOLUTION
(a) The Association may be dissolved at a General Meeting of which not less than 28 days’ notice shall have been given to every voting member and to the Trustees and at which a resolution is passed by a majority of two-thirds of the votes entitled to be cast by the voting members present at the Meeting either in person or by proxy, provided that any Trustee may veto such a resolution unless he is satisfied that adequate provision is made to indemnify him against any contingent liability.
(b) The Committee shall be responsible for the winding up of the assets and liabilities of the Association. Unless otherwise decided at the Meeting any assets remaining after the discharge of all debts and liabilities of the Association shall be distributed amongst the members on the basis of an equal allocation to each property; provided that if there is a deficiency the Committee will be empowered to raise from the members such further sums as may be required to discharge the outstanding liabilities, and on completion of such distribution or discharge of liabilities the Association shall be dissolved.

15. INTERPRETATION
Where the context so admits or requires words importing the masculine gender shall include the feminine or neuter gender and words importing the singular shall include the plural and vice versa.