Rules of The M25 (Northeast) Residents’ Association
1) Name
a) The name of the Association is: ‘The M25 (Northeast) Residents’ Association’ (TMRA).
2) Objective
a) The Association will seek, by lawful means, to prevent the opening of new motorway service areas (MSAs) in the corridor that begins at junction 24 of the M25 and ends at junction 28 (the Corridor).
3) Membership
a) Membership is open to anyone who (i) is at least 18 years old; and (ii) lives within 10 miles of the Corridor (as the crow flies).
b) A person may join the Association at any time, provided they (i) do so in Writing, addressed to the Membership Secretary; and (ii) include their agreement to be bound by these Rules.
c) A Member may resign at any time, provided they do so in Writing, addressed to the Membership Secretary.
d) In these Rules, ‘in Writing’ includes by letter, by email, by WhatsApp message, and by using the appropriate facilities on the Association’s website (if any).
4) The Committee and its Officers
a) The day-to-day business of the Association will be carried on by its Committee.
b) The Committee will be elected at the Association’s Annual General Meeting (AGM).
c) The Committee will meet as necessary and not less than 4 times a year. Committee Meetings may be in person; by Zoom / Teams; by conference call; and/or by any equivalent means.
d) The Committee will have:
i) 3 officers ((1) the Secretary; (2) the Membership Secretary; and (3) the Treasurer (the Officers)); and
ii) up to 6 other members.
e) A Committee meeting will be quorate if at least 50% of the Committee’s current members are available to participate in it, whether in person; by Zoom / Teams; by conference call; and/or by any equivalent means.
f) Up to 2 additional members may be co-opted onto the Committee, if the Committee so chooses.
g) The members of the Committee will be elected at an AGM, and serve until the next AGM.
h) The Secretary is responsible for (i) the giving of notice for Committee meetings, Members’ Meetings, and the AGM; (ii) preparing and circulating an Agenda for each meeting; (iii) circulating the papers for each meeting (where papers are required); (iv) taking a minute of each meeting; and (v) making the minutes each meeting available to the Members in a reasonable period, and a reasonable form.
i) The Membership Secretary is responsible for maintaining a list of the Association’s members (a Members’ List). The Members’ List will include the name; postal address; telephone number (if any); and email address (if any) of every member (together, the Members’ Details).
j) The Treasurer will be responsible, from the moment the Association has any income and/or assets, for maintaining its accounts.
k) If an officer stands down between AGMs, the Committee may choose a replacement from its then current members, to serve until the next AGM.
l) The Secretary will arrange a Committee meeting if any 2 or more Committee members ask for a meeting.
m) Committee meetings will be open to any member who wishes to attend and/or speak (but not vote).
n) Committee members, and members, will be given at least 7 days’ notice of every Committee meeting
5) Association Meetings
AGMs
a) An AGM will be held within 15 months of the most recent AGM.
b) The members will be given notice, in Writing, at least 3 weeks before an AGM is due to take place. The notice will include the date of the AGM, the venue, and the time.
c) Nominations for the Committee may be made to the Secretary before, or at, an AGM.
d) An AGM will be quorate if 10% of the members are present.
e) At the AGM:
i) The Committee will present a report of the work done since the last AGM;
ii) The Committee will present the Association’s Accounts (if any) (see paragraph 4)j) above);
iii) The members of the Committee (including the officers) will be elected;
iv) There will be a discussion of any proposals given in Writing to the Secretary at least 7 days in advance of the meeting.
General Meetings
f) The Secretary will call a General Meeting (GM) of the Association’s members, if:
i) a majority of the Committee, or at least 8 members of the Association, ask for a meeting to be arranged; and
ii) the request is made in Writing, and explains the purpose of the GM.
g) If the Secretary receives a request that meets the requirements in 5)f) above, the Secretary will take reasonable steps to arrange a GM; and that GM will not be unreasonably delayed.
h) The members will be given notice, in Writing, at least 2 weeks before the GM. The notice will include the date of the GM, the venue, and the time.
i) A GM will be quorate is 10% of the members are present.
6) Rules of Procedure for meetings
Committee meetings
a) At the beginning of each meeting, the Committee may elect a chair (for that meeting, only).
b) Questions and issues that arise for discussion at a Committee meeting will be discussed openly. Committee members will (acting reasonably and in good faith) seek to reach an agreement on every question / issue that arises for discussion at the relevant meeting.
c) If a consensus cannot be reached, a vote will be taken and a decision will be made by a simple majority of the Committee members present. If the number of votes cast on each side is equal, and a chair was elected at the beginning of the meeting, the chair will have a casting vote. If a chair was not elected at the beginning of the meeting, the relevant question or issue will be held over for discussion at the next Committee meeting.
General Meetings / Annual General Meetings
d) At the beginning of each GM / AGM, a Committee member will be elected to chair the meeting.
e) Questions and issues that arise for discussion at a GM / AGM will be discussed openly by the members. The members will (acting reasonably and in good faith) seek to reach an agreement on every question / issue that arises for discussion at the relevant meeting. If a consensus cannot be reached, a vote will be taken and a decision will be made by a simple majority of the members present. If the number of votes cast on each side is equal, the chair will have a casting vote.
7) Liability, communications and other matters
a) The Association’s officers, the members of its Committee, and the members, are private individuals acting for purposes which are outside their trade, business or profession. Every officer, Committee member, and member, will act in good faith towards every (or every other) officer, Committee member, and member (as the case may be). No officer, Committee member, or member, will owe a professional duty of care to any other officer, Committee member or member (as the case may be).
b) No officer, Committee member, or member will be liable to any other officer, Committee member or member (as the case may be), for anything done, or omitted to be done, in pursuit of the Association’s Objective, for the benefit of the other officer(s), Committee member(s), and/or member(s) (as the case may be).
c) Paragraph 7)b) above will not apply, if an officer, Committee member, or member acts (or fails to act) in bad faith, with gross negligence, and/or if the act (or omission) amounts to, or forms a relevant and material part of, an offence and a court of competent jurisdiction finds that the relevant person has committed that offence.
d) The Membership Secretary will take all reasonable steps to ensure that the Members’ List is held in a password protected document on a password protected device. The Membership Secretary may:
i) share the Members’ List (and/or the details of any one or more of the members) with the other members of the Committee, (1) if the receiving Committee members agree to keep the Members’ List (and/or details) in a password protected document on a password protected device; and (2) if and to the extent that it is necessary or desirable for the Members’ List and/or details to be shared, in order that the other Committee members may communicate with the Association’s members in connection with the business, activities and/or Objective of the Association;
ii) ask another member of the Association to assist the Membership Secretary in the compilation and maintenance of the Members’ List, provided that the relevant member agrees (1) to keep the Members’ List in a password protected document on a password protected device; and (2) not to share the Members’ List (or any part of it) with anyone but the Membership Secretary.
e) The Committee, and/or individual members of the Committee, may communicate with any one or more of the members about the business, activities and/or Objective of the Association, by letter, unencrypted email, and/or WhatsApp message, using the Members’ Details.
f) If a member resigns, the Membership Secretary will (1) delete the relevant member’s name, address, telephone number, and email address from the Members’ List; and (2) ask the Committee members and member referred to in paragraph 7)d) above (in each case, if any) to delete them from their devices too, and the Committee members and member (in each case, if any) agree to do this, if asked.
8) Finances
a) From the moment the Association has any funds (if it does):
i) an account will be opened and maintained on its behalf, at a bank agreed by the Committee;
ii) 3 cheque signatories will be nominated by the Committee (one to be the Treasurer). The signatories must not be related to each other or members of the same household;
iii) every payment will be signed by 2 of the 3 signatories. For cheque payments, the signatories will sign the cheque. For bank transfers, cash withdrawals and other payments, a requisition note will be signed by 2 signatories, and held by the Treasurer;
iv) the Treasurer will maintain a record of all income and expenditure, and a financial statement will be given at every AGM;
v) the money raised and income received by or on behalf of the Association will be used for the sole purpose of furthering the Association’s objective.
9) Changing these Rules
a) These Rules may only be changed at a GM or AGM.
b) Any proposal to amend these Rules must be given to the Secretary in Writing. The proposed change(s) must be circulated with the notice of the relevant meeting.
c) These Rules will only be changed if at least two-thirds of the members present at the relevant meeting, agree.
10) Dissolution
a) If a meeting decides, by simple majority, that it is necessary or desirable to dissolve this Association, a GM or AGM will be called. The sole business of the GM or AGM will be to dissolve this Association.
b) If a simple majority of those present at the relevant GM or AGM agrees to dissolve this Association, the Associations debts (if any) will be paid; and any funds and/or other assets remaining will be donated to a local charitable organisation. The organisation will be agreed at the meeting which agrees the dissolution.