Constitution

The Constitution of the Barbican Association, adopted at the AGM in May 2004 as amended at the AGM in April 2006 and April 2012 and November (delayed) 2020

1 Name

The name of the Association shall be “The Barbican Association”

2 Aims

The aims of the Association shall be:

2.1 To protect and further the interests of residents of the Barbican Estate and to protect the environment on the Barbican Estate and its periphery.

2.2 To encourage and support the Corporation of London in its efforts to create a physical environment and a social and economic framework which will conserve and improve the standards of life in the City of London.

2.3 To encourage and as appropriate, support financially or provide facilities for social, recreational and educational activities on the Barbican Estate.

2.4 To encourage a spirit of mutual helpfulness and good neighbourliness among residents of the Barbican Estate..

2.5 To facilitate the formation of House Groups affiliated to the Barbican Association.

2.6 To act, in the Barbican Estate, as a Tenants’ Association recognised by the Corporation of London under the terms of s.29 Landlord and Tenant Act 1985.

3 Principles

3.1 The Association shall be non-party in politics and non-sectarian in religion, and shall represent all residents of the Barbican Estate and manage its affairs regardless of race, creed, colour, nationality, gender, sexual orientation or marital status.

4 Definition of ‘Residents of the Barbican Estate’

In this constitution the term ‘residents of the Barbican Estate’ shall comprise:

4.1 All long leaseholders of a residential property in the Barbican Estate whether or not the long leaseholder actually lives in that property (long leaseholder members).

4.2 All Freeholders (other than the City of London Corporation) of a residential property in the Barbican Estate whether or not the freeholder actually lives in that property.

4.3 All other direct tenants of the Corporation of London of a residential property in the Barbican Estate.

4.4 All subtenants of long leaseholders and freeholders actually living in a residential property in the Barbican Estate.

5 Membership

5.1 Ordinary membership shall be open to residents of the Barbican Estate on payment of an annual subscription.

5.2 Application for membership shall be in writing to the Membership Secretary, on a form provided by the Association. Membership is effective when the appropriate subscription is paid.

5.3 Honorary membership may be bestowed on persons who are not residents of the Barbican Estate for special services to, and/or support of the aims of the Association. Honorary members shall have no voting rights.

5.4 Associate membership may be bestowed in response to requests, or by invitation, on commercial and other bodies that are not residents of the Barbican Estate but which are located in, or on the periphery of, the Barbican Estate and which have expressed interest in and support for the activities of the Association. The terms of such membership and any subscription shall be individually determined by the General Council but Associate members shall have no voting rights.

5.5 Associate membership may be bestowed on individuals who have lived on the Barbican Estate, have previously been members of the association, have expressed interest in and support for the aims and activities of the association but are no longer eligible for full membership. Associate members shall pay a normal subscription but have no voting rights. The membership secretary shall approve applications in consultation with the chair and treasurer.

6 Subscriptions

6.1 The financial year shall be the calendar year.

6.2 The annual subscription shall be due by the end of the month on the annual anniversary of joining the association and be of such amount as the General Council shall from time to time decide.

6.3 Membership shall lapse if subscriptions are not received by the end of the month after the month in which they fall due.

6.4 Subscriptions are not refundable.

7 Management of the Association

7.1 The Association shall be managed by the General Council, all the members of which shall be adult ordinary members of the Association comprising:

a. Nine members elected at the Annual General Meeting;

b. The Honorary Treasurer, elected at the Annual General Meeting

c. One member from each House Group formally affiliated to the Association nominated in writing by the Secretary of the House Group. One substitute representative may also be nominated under the same terms.

A House Group may change its nomination at any time by notice in writing, signed by the Secretary of the House Group, to the Honorary Secretary who shall notify the General Council immediately.

An elected member can act also as the nominee of a House Group but does not thereby become entitled to two votes on the General Council.

7.2 Nominations for election to the General Council shall be in writing signed by the candidate and two other ordinary members of the Association and must be delivered to the Honorary Secretary 48 hours prior to the commencement of the Annual General Meeting. The nomination form shall require the candidate to state into which of the categories of resident set out in Clause 4 he or she comes.

7.3 A member shall be eligible for re-election to the General Council annually for four consecutive years. Thereafter, if he or she is willing to continue as a Council Member, the completion of four years service must be announced at the Annual General Meeting before the election takes place or nominations are announced.

7.4 The General Council each year at its first meeting after the Annual General Meeting, to be held within 7 days thereof, shall elect from its members a Chairman, a Deputy Chairman and an Honorary Secretary of the Association, who will hold office until the first General Council meeting after the next Annual General Meeting. The Chairman shall be one of the nine members elected under Clause 7.1 a. No Alderman, Member of the Court of Common Council or employee of the Corporation of London shall be eligible to be Chairman or Deputy Chairman.

7.5 The General Council may appoint from the ordinary members of the Association such other office holders (e.g. Membership Secretary, Social Secretary) as it may decide.

7.6 In the event of a vacancy in the office of Honorary Treasurer, the general Council may appoint an ordinary member of the Association as acting Treasurer to hold office until the next General Meeting.

7.7 The business of the General Council shall be conducted by consensus. When however a vote is necessary voting shall be confined to those who are members of the Council by virtue of Clause 7.1. Members co-opted by virtue of Clause 9.2 shall have no vote. Voting shall be by simple majority of members voting. The Chairman shall have a casting vote.

7.8 There shall be a quorum when one third of members of the General Council entitled to vote are present at the meeting but the quorum must include at least three elected members. Those attending must include at least two of the Chairman or the Deputy Chairman or the Honorary Secretary or the Honorary Treasurer.

7.9 The Honorary Secretary shall notify the membership of the names of the elected officers of the Association and at the next suitable opportunity of the names of the House Group representatives.

7.10 The Honorary Secretary shall maintain a record of the proceedings of meetings of the General Council and of General Meetings. In the absence of the Honorary Secretary the Chairman may appoint another person to take the minutes and pass the record to the Honorary Secretary.

7.11 If one of its members is absent from three of its meetings consecutively, the General Council may suspend that member from the General Council. Such suspension shall be notified to the ordinary members of the Association at a suitable opportunity, and in the case of a House Group representative, to the House Group Chairman and Secretary.

7.12 If a matter comes before the General Council in respect of which one of its members has a conflict of interest, he or she shall disclose the conflict and its nature to the meeting before discussion of the matter commences. It is for the General Council to decide at the time whether in the circumstances the conflicted member shall be excluded from the discussion of the matter or from voting on it.

8 House Group Affiliation

8.1 Subject to the approval of the General Council, a House Group may be formally affiliated to the Barbican Association. For affiliation to be possible the constitution of the House Group must provide for consultation or voting on matters covered by ss 18-30B Landlord and Tenant Act 1985, or any provisions amending or replacing the same and a copy must be supplied to the Honorary Secretary for examination before the approval of the General Council can be given.

8.2 The Honorary Secretary shall be entitled to require evidence from an affiliated House Group that it has held in the 13 months immediately prior to his enquiry at least one General Meeting of its members and shall report any failure to produce such evidence to the General Council.

8.3 If the constitution of a House Group ceases to fulfil the statutory requirements or if it has failed to satisfy an enquiry from the Honorary Secretary under Clause 8.2, the General Council may disaffiliate it from the Association.

9 Powers of the General Council

The General Council shall have power:

9.1 To make representations to the Corporation of London under the terms of the Landlord and Tenant Act 1985, and on any matter relating to the aims of the Association.

9.2 To co-opt ordinary members of the Association to the General Council for specific tasks or reasons, such members not having voting powers.

9.3 To meet, with due regard to efficiency and economy, the reasonable expenses of running the Association, subject always to Clause 10.1.

9.4 To make payments for services rendered to the Association.

9.5 To determine the General Council’s rules of procedure.

9.6 To arrange functions for members, and for non-members, and to charge differential attendance fees thereat.

9.7 To acquire premises for use by the Association.

9.8 To appoint sub-committees and define their terms of reference.

9.9 To appoint Trustees, being members of the General Council, to hold any investments of the Association.

9.10 In accordance with Clause 8 to affiliate or disaffiliate a House Group.

9.11 To act, under the terms of ss18-30B Landlord and Tenant Act 1985,on behalf of leaseholders to which those sections apply, subject to appropriate consultation or voting as set out in Clause 12.2.2.

9.12 To take any lawful action as may be agreed in General Council as in furtherance of the aims of the Association.

9.13 To nominate individual Council members to represent the Association at formal and informal meetings with the Corporation of London (including the Estate manager and his staff) and with other bodies.

9.14 To bestow Honorary membership of the Association in accordance with Clause 5.3 and to withdraw such membership.

9.15 To bestow Associate membership of the Association in accordance with Clause 5.4 and to withdraw such membership.

10 Finance

10.1 All monies raised by or on behalf of the Association shall be applied to further the aims of the Association and for no other purpose.

10.2 The Honorary Treasurer shall keep proper account of the finances of the Association and shall maintain bank accounts in the name of the Association.

10.3 The accounts shall be made up to 31 December in each year and be audited by the Honorary Auditor.

10.4 An audited Income and Expenditure Account and a Balance Sheet shall be presented to each Annual General Meeting.

11 General Meetings

11.1 Annual

The General Council shall arrange an Annual General Meeting not later than 30 April in each year for the purpose of:

a. receiving the Annual Report of the General Council and the audited Statement of Account,

b. accepting the resignation of and electing General Council members,

c. electing an Honorary Treasurer,

d. appointing a professionally qualified Honorary Auditor,

e. subject to Clause 13 voting on any proposals to alter this constitution,

f. making representations to the General Council (any such motions to be communicated to the Honorary Secretary three clear days in advance or to be considered at the Chairman’s sole discretion),

g. conducting such other business as shall have been communicated to the Honorary Secretary and included in the notice convening the meeting.

Notice of an Annual General Meeting shall be given to all members at least 28 days, but not more than two months, in advance at their last mailing address known to the Honorary Secretary.

The quorum at an Annual General Meeting shall be 30.

11.2 Extraordinary

The Chairman or Honorary Secretary may at any time call an Extraordinary General Meeting either for the purpose of altering the constitution or of considering any matter the General Council may decide should be referred to members.

The Chairman or Honorary Secretary shall also call such a meeting at the request of not less than25 members who shall give written reasons for the request.

A notice convening the meeting, and subject to Clause 13, stating the business to be conducted, shall be given to all members at least 28 days, but not more than two months, in advance at their last mailing address known to the Honorary Secretary.

The quorum of such a meeting shall be 50.

12 Voting at General Meetings

12.1 Only ordinary members of the Association may vote at a General Meeting (Annual or Extraordinary) or in any referendum conducted by or on behalf of the Association subject always to the provisions of the following provisions.

12.2 There shall be two categories of voting as follows:

12.2.1 Matters on which all such members may vote, which shall include elections to the General Council.

12.2.2 Matters covered by ss18-30B Landlord and Tenant Act 1985 on which only ordinary members of the Association who are long leaseholder members may vote.

12.3 The Honorary Secretary shall state under which sub clause a vote is being taken, and shall report and provide a certified statement of the result to the Corporation of London of a vote taken under sub Clause12.2.2.

12.4 Subject to Clause 13 voting shall be by a simple majority of eligible members voting. The Chairman of the Meeting if eligible to vote shall have a casting vote.

12.5 Under sub clause 12.2.2 one vote per property is permissible irrespective of the number of members listed in respect of that property and only a long leaseholder may exercise a long leaseholder vote.

12.6 A member of the Association may authorise as proxy another member of the Association to attend a General Meeting and cast a vote on behalf of the absent member. Such authorisation shall be given in writing to the Honorary Secretary of the Association three clear days before the meeting. The Honorary Secretary shall not accept more than 10 proxies vested in any one member for any one meeting.

12.7 If so requested by the Chairman or an officer of the Association presiding at a General Meeting, any person purporting to vote at the meeting may be required to produce to the Honorary Secretary within 3 days, evidence of eligibility to vote. Pending verification he or she shall be permitted to vote but if challenged votes would affect the outcome, the Chairman of the Meeting shall announce an interim result subject to the completion of the verification of the specific number of votes involved. The final result shall be notified to members of the Association by the Honorary Secretary immediately verification is complete.

13 Alterations to the Constitution

13.1 Any alterations to this constitution, except where required by statute or the guidelines or regulations of a Government Department, shall require the approval of a two third majority of those present and voting at the General Meeting at which it is discussed. The notice convening the Meeting must state that alterations to the constitution are to be considered. Any proposal for the alteration of the constitution must be received by the Honorary Secretary at least 28 days before the meeting and communicated to all members before the date of the meeting.

13.2 Amendments required by statute or the guidelines or regulations of a Government Department may be implemented by the General Council and notified to ordinary members.

14 Dissolution

If the General Council by a simple majority decide at any time that it is necessary or advisable to dissolve the Association, the Chairman or Honorary Secretary shall convene an Extraordinary General Meeting under the provisions of Clause 11.2, except that a quorum shall be 30.

If a decision to dissolve is agreed by a simple majority of those present and voting at the meeting, the General Council shall have the power to dispose of any assets held by, or in the name of, the Association.

Any assets remaining after the satisfaction of any proper debts and liabilities shall be applied towards any association, company or other body having aims similar to those of the Association or otherwise towards the general benefit of members of the Association, as the members may decide.

15 Personal liability of the General Council and representatives of the Association

No office holder, General Council member, or member formally authorised to act on behalf of the Association shall be made personally liable to the Association, by reason of any act done or omission made in good faith, or by reason of any matter or thing, except fraud or wilful wrong-doing on the part of the person whom it is sought to make liable.