1. Name

The Association shall be called the Edgware Community Association ("the Association").

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2. Objects

The Association exists to promote, safeguard and improve the cultural, economic, social, environmental and civic well-being of Edgware and the surrounding area.

In furtherance of these objects, the Association may:

• represent the interests of residents and the wider community
• engage with public authorities, statutory bodies, businesses, developers and community organisations
• campaign and make representations on matters affecting the local area
• promote public safety, environmental quality, transport, accessibility and local services
• support appropriate and sustainable development
• encourage community participation and civic engagement
• organise meetings, consultations, events and community activities
• support local charitable and community initiatives where appropriate
• make modest financial donations to local organisations where the Executive Committee considers such donations further the objects of the Association

The Association shall remain independent of any political party and shall not endorse political candidates.

Nothing in this Constitution shall prevent the Association from engaging in issue-based advocacy and campaigning relating to matters affecting the local community.

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3. Area of Operation

The Association shall primarily serve residents and stakeholders connected with Edgware and the surrounding area, including areas within the London Boroughs of Barnet, Harrow and neighbouring communities where appropriate.

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4. Membership

4.1 Categories of Membership

Full Membership

Full Membership is open to individuals aged 18 or over who:

• reside in
• work in
• own property in; or
• demonstrate a substantial connection to the local area and support the objects of the Association

Full Members shall have voting rights.

Membership applications shall normally be approved unless the Executive Committee reasonably determines that approval would not be in the interests of the Association.

Any refusal of membership must be approved by a majority of the Executive Committee and the reasons for refusal shall be recorded confidentially in the minutes.

Associate Membership

The Executive Committee may create non-voting categories of associate or supporter membership for individuals or organisations wishing to support the Association.

Associate Members shall not have voting rights.

4.2 Membership Fees

• The standard annual Full Membership subscription shall be £5, unless otherwise determined by the Executive Committee
• The Executive Committee may waive, reduce, defer or temporarily suspend membership subscriptions either generally or in individual cases where it considers this appropriate
• Optional donations may also be accepted
• Failure to pay a subscription shall not automatically terminate membership unless determined by the Executive Committee following reasonable notice to the member

4.3 Voting Eligibility

• A Full Member must have held membership continuously for at least 14 days prior to a General Meeting in order to vote
• The Executive Committee shall maintain a register of members entitled to vote

4.4 Standards of Conduct

Members shall conduct themselves respectfully and in a manner consistent with the objects of the Association.

The Executive Committee may suspend or terminate membership where it reasonably believes that a member:

• has acted against the interests of the Association
• has engaged in harassment, intimidation or abusive conduct
• has brought the Association into serious disrepute; or
• has persistently disrupted the proper functioning of the Association

Before suspension or termination of membership, the member shall be given reasonable notice and an opportunity to respond.

Any member whose membership is terminated may request that the matter be reviewed at the next Annual General Meeting.

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5. Executive Committee

5.1 Role

The Executive Committee shall manage the affairs and activities of the Association.

5.2 Composition

The Executive Committee shall consist of:

• either one Chair or up to two Joint Chairs
• Secretary
• Treasurer; and
• up to eight additional committee members

All elected officers and Executive Committee members must be Full Members of the Association.

The Association may appoint Joint Chairs where considered beneficial. Where Joint Chairs are appointed, they shall share the responsibilities and authority of the Chair role.

The Executive Committee may appoint additional roles, advisers, working groups or sub-committees as considered appropriate.

The Executive Committee may co-opt non-voting advisers or volunteers where considered beneficial to the Association.

5.3 Election

• Committee members shall be elected at the Annual General Meeting
• Committee members shall serve until the conclusion of the next AGM unless they resign or are removed
• Retiring members may stand for re-election

5.4 Vacancies

The Executive Committee may appoint individuals to fill casual vacancies until the next AGM.

5.5 Removal of Committee Members

The Executive Committee may remove a committee member who:

• resigns
• ceases to be a member
• persistently fails to attend meetings without reasonable explanation
• acts seriously against the interests of the Association; or
• becomes ineligible to serve under this Constitution or under the Association's insurance requirements

The committee member concerned shall be given an opportunity to respond before any removal decision is made, except where urgent interim suspension is considered necessary to protect the Association, its members, the public, or the Association's insurance position.

5.6 Meetings and Quorum

• The Executive Committee shall meet as required
• A quorum for Executive Committee meetings shall be three members or one-third of the committee, whichever is greater

5.7 Decisions

• Committee decisions shall normally be made by simple majority
• In the event of a tied vote, the person chairing the meeting shall have a casting vote

5.8 Conflicts of Interest

• Committee members shall declare any material personal, financial, political or organisational interest relevant to matters under discussion
• The Committee may require a member to withdraw from discussion or voting where a conflict exists
• Declarations of interest shall be recorded in the minutes

5.9 Eligibility and Insurance Requirements

All officers and Executive Committee members must satisfy any eligibility requirements imposed by the Association's insurers.

No person shall be eligible to serve if their appointment would invalidate, prejudice or materially affect the Association's insurance cover.

Any officer or Executive Committee member must disclose any matter required to be disclosed to the Association's insurers, including:

• any unspent criminal conviction
• any criminal charge awaiting trial, other than a motoring offence
• bankruptcy
• a County Court Judgment within the last three years
• disqualification from acting as a company director
• insolvency, receivership or administration proceedings; or
• any other matter that may affect the Association's insurance cover

The Executive Committee may suspend or remove any officer or Executive Committee member where it reasonably considers this necessary to protect the Association, its members, the public, or the Association's insurance position.

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6. General Meetings

6.1 Annual General Meeting

• An Annual General Meeting ("AGM") shall be held once each calendar year and normally within 15 months of the previous AGM
• At least 21 days' notice shall be given to members

The AGM shall:

• receive a report on the activities of the Association
• receive a financial report
• elect the Executive Committee
• consider constitutional amendments; and
• transact other notified business

6.2 Special General Meetings

A Special General Meeting may be called:

• by the Executive Committee; or
• upon written request by at least 10 Full Members

• At least 14 days' notice shall be given where called by the Executive Committee
• At least 21 days' notice shall be given where requested by Full Members, unless urgency applies
• Only business specified in the notice may be conducted

6.3 Quorum

The quorum for a General Meeting shall be:

• 5 Full Members where the Association has fewer than 100 Full Members; or
• 10 Full Members where the Association has 100 or more Full Members

The number of Full Members shall be determined by reference to the membership register on the date notice of the meeting is issued.

If a quorum is not present within 15 minutes of the advertised start time, the meeting shall stand adjourned.

6.4 Voting

• Voting shall normally be by show of hands unless the Chair directs otherwise
• Proxy voting shall not be permitted

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7. Finance

• The Association may hold funds in bank accounts approved by the Executive Committee
• All expenditure shall be authorised in accordance with procedures determined by the Executive Committee
• Payments above set limits should normally require authorisation by two authorised persons
• The Treasurer shall maintain proper financial records
• A financial report shall be presented annually to the AGM

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8. Communications and Data

• Public statements may only be made by persons authorised by the Executive Committee
• Public communications shall be accurate, evidence-based and consistent with the objects of the Association
• The Association shall process personal data in accordance with applicable data protection legislation

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9. Standing Orders

The Executive Committee may adopt, amend or withdraw Standing Orders, Policies and Procedures governing the administration and operation of the Association, provided that they are not inconsistent with this Constitution.

Standing Orders may include procedures relating to meetings, elections, membership administration, communications, financial controls, working groups and other operational matters.

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10. Notices

Notices may be given by:

• email
• website publication
• social media
• post; or
• other reasonable means

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11. Amendments to the Constitution

This Constitution may be amended by a resolution passed by at least two-thirds of Full Members present and voting at a General Meeting.

Notice of proposed amendments must be included in the notice of the meeting.

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12. Dissolution

The Association may be dissolved by a resolution passed by at least two-thirds of Full Members present and voting at a General Meeting called for that purpose.

Any remaining assets following payment of liabilities shall be transferred to a local community or charitable organisation with similar objectives as determined by the meeting.

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13. Insurance and Protection of Officers

Committee members and officers acting honestly and in good faith on behalf of the Association shall be entitled to the benefit of any insurance maintained by the Association, subject to the terms, conditions, exclusions and eligibility requirements of that insurance.

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14. Interpretation

The Executive Committee shall have authority to interpret this Constitution and regulate matters not specifically provided for, subject to any direction given by a General Meeting.