Draft Constitution

Constitution 12 January 2015 – as approved by Westminster City Council on our designation.

Amended 31 March 2015 to make explicit the power to set up a Community Interest Company (3.14) 

to be ratified at the inaugural AGM

Fitzrovia West Neighbourhood Forum (“The Forum”)

Key Principles

  1. Membership of the Forum is open to all those who live or work in the area or are elected members of any council whose ward falls within the Area. It will have a minimum of 21 members.
  2. Day-to-day business will be managed by an elected Executive Committee which will report regularly to the Forum
  3. The Executive Committee will be elected annually by the Forum, on a rotating basis to ensure continuity, aiming for an equal balance of business and resident members.
  4. All meetings of the Executive Committee and Forum will be publicised on the website and will be open to the public to encourage maximum participation.
  5. The Executive Committee will aim to reach decisions by consensus but as a last resort issues will be decided by majority vote.
  6. In all our work, through our actions, policies and employment, we will seek to promote equal opportunity in terms of race, (including colour, nationality, ethnic or national origin) religion, belief or lack of religion/belief, gender, disability, age, sexual orientation, whether someone is or is becoming a transsexual, whether someone is married or in a civil partnership and whether someone is pregnant or has a child. We seek both to be representative of the community and to represent the community fairly and equitably, drawing our membership from all parts of the Area and all sections of the community in the Area and reflecting in general terms the character of the Area.

Mission

Our mission is to ensure that Fitzrovia develops as a habitable, sustainable and neighbourly community through all means available including planning, collaborative working and community enterprise.

Objectives

  • To promote the social, economic and environmental well-being of Fitzrovia, collaborating with Westminster Council and other relevant bodies;
  • To produce, and help to implement a Fitzrovia West Neighbourhood Development Plan that delivers the vision of the Forum and the wider community;
  • To help foster community spirit and encourage local democracy and civic pride.

 

1. The Area

1.1. The Area shall be the area shown in the map in Appendix 1.

1.2. As defined, the Area falls solely within the London Borough of Westminster.

2. Membership

2.1 Membership of Fitzrovia West Neighbourhood Forum is open to:

  • Any resident over 16 living within the Area, each of whom shall have one vote at any General Meeting of the Forum;
  • Any individual, partnership, company or other legal entity which carries on a business trade or profession within the Area and is a non-domestic rate payer (“Business”); each Business will have one vote at any General Meeting of the Forum and may nominate up to two members to exercise that right on its behalf.
  • Individuals over 16 who work within the Area, each of whom shall have one vote at any General Meeting of the Forum, subject to a maximum of 5 votes per organisation
  • Any elected member of any Council any of whose ward falls within the Area, each of whom shall have one vote at any General Meeting of the Forum
  • Any religious, charitable or non-profit organisation, which operates within the Area (“Organisation”); each Organisation will have one vote at any General Meeting of the Forum and may nominate up to two members to exercise that right on its behalf.
  • For the avoidance of doubt, an individual who qualifies for membership on more than one of the grounds set out above shall have only one vote at any General Meeting of the Forum

2.2 So far as reasonably practicable, Forum Membership will be representative of the whole community, with an equal  balance between businesses and residents..

2.3 The Forum shall have a minimum of 21 members.

2.4 Those wishing to be members should notify the Executive Committee or, prior to formal designation of the Forum, the Fitzrovia West Steering Group, with their contact details and information on their qualification to be a member. The Executive Committee or as the case may be the Steering Group will consider the notification and if satisfied that the person who has given the notification is qualified to be a member, will enter that person on the list of members, whereupon they will become a member. The Forum shall maintain an up-to-date list of members’ names and contact details for the purposes of involving them in the work of the Forum.

2.5 The Executive Committee, by resolution passed at a meeting thereof, may terminate or suspend the membership of any member, if in its opinion his/her/its conduct is prejudicial to the interests and objectives of the Forum, PROVIDED THAT the Business, Organisation or individual member (as the case may be) shall have the right to be heard by the Executive Committee before the final decision is made. There shall be the right of appeal to an independent arbitrator appointed by mutual agreement.

2.6 The Executive Committee, by resolution passed at a meeting thereof, may terminate the membership of any member if that that member has not responded to repeated (at least three) written requests to confirm his/her/its membership over a six month period.

3. Executive Committee

3.1. An Executive Committee comprising 10 members will be elected by the Forum at its first AGM to carry out the day-to-day work of the Forum.

3.2 Elections to the Executive Committee will then take place each year as follows. Each elected committee member will serve on a rotating basis so that at the second and third AGMs at least three members will stand down and at the fourth AGM the remaining members will stand down, and elections will be held to fill the vacant spaces, which three-year pattern will be repeated in subsequent years. No member shall remain in post for more than three years without standing down in this way. Members may stand for re-election.

3.3 The Executive Committee will be composed and representative of the area’s business and residential community, including large and small business, organisations or associations, workers and residents. Subject to the decision of any general meeting, the committee shall be composed of equal numbers of business/organisation members and residents. A balance should also be maintained in co-options and among the officers of the committee. Co-options may also be used to redress any imbalance.

3.4. The quorum for the Executive Committee shall be 6 members.

3.5. Between GMs the Executive Committee may co-opt, by resolution of a majority of the Executive Committee, up to 3 additional/replacement members so that the committee may never exceed 13 members nor contain more than 3 co-opted members. Co-opted members will have the same voting rights as other members of the Executive Committee.

3.6 Any member who has been co-opted shall stand down at the AGM immediately following their co-option but may stand for election at that AGM in accordance with para 3.2 above.

3.7 The Executive Committee will elect the following officers of the Forum from its number: Chair, Vice Chair, Secretary and Treasurer. If the Chair is a Business/Organisation representative or worker, the Vice-Chair will be a resident, and vice-versa.

3.8. The Chair (or the Vice Chair when acting as Chair) will

  • have a casting vote at any Executive Committee or General Meeting
  • be responsible for the presentation of a report of the work of the Forum and the Executive Committee to each General Meeting of the Forum.

3.10. The Secretary will make minutes of General and Executive Committee Meetings available to the members of the Forum within three weeks of the meeting unless impracticable.

3.11 The Treasurer shall

  • Be responsible for maintaining the accounts of the ‘Fitzrovia West Neighbourhood Forum’ and presenting the annual accounts to the Forum at the AGM
  • Be responsible for presenting an annual budget for the following year to the Forum at the AGM
  • Submit a detailed summary of the accounts at every Executive Committee meeting

3.12. Any member of the Executive Committee may call a meeting of the Executive Committee. The Executive Committee shall meet at least quarterly to carry out the work of the Forum. Members of the Forum may attend meetings of the Executive Committee as observers.

3.13. Sub-committees or working parties may be appointed by the Executive Committee to carry out specific tasks, to consider policies and to advise the Executive Committee. Such bodies may be appointed from within or outside the membership of the Forum but will be responsible to the Executive Committee and report to the Executive Committee as required by it and to the next Annual General Meeting.

3.14    In furtherance of the Forum objectives, but not otherwise, the Executive Committee of the Forum may exercise the power to:

  • Invite and receive contributions and raise funds where appropriate, to finance the work of the Forum, and open a bank account to manage such funds.
  • Publicise and promote the work of the Forum and organise meetings, training courses, events or seminars etc
  • Work with groups of a similar nature and exchange information, advice and knowledge with them, including cooperation with adjoining Neighbourhood Forums such as Marylebone, Soho and Fitzrovia East and with other voluntary bodies, charities, statutory and non-statutory organisations
  • Employ staff (who shall not be members of the Executive Committee) and volunteers as are necessary to conduct activities to meet the objectives
  • Incorporate and run a Community Interest Company
  • Take any form of action that is lawful, which is necessary to achieve the objectives of the Forum, including taking out any contracts which it may see fit.

3.15   The Executive Committee shall at all times work under a duty to represent the whole community in their decision making process.  In particular the Executive Committee should have regard to the demographic mix of the population in the Area and the differing views of Business, large and small, Employees, Residents and Local Organisations.

3.16   A member of the Executive Committee shall cease to hold office if he or she:-

  • Is disqualified from holding office by virtue of section 178 of the Charities Act 2011 (or any statutory modification or re-enactment of that provision) or
  • Becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs,
  • Is absent without the permission of the Executive Committee from all its meetings held within a period of six months and the Executive Committee resolves that he/she shall cease to hold office
  • Is subject to a vote of no confidence from a General Meeting of the Forum
  • Notifies the Executive Committee in writing of his/her resignation

4. Meetings

4.1. The Annual General Meeting (AGM) of the Forum will be held initially within 3 months of designation of the Forum by Westminster City Council, and annually thereafter within 10-14 months of the previous AGM.

4.2. A General Meeting may be called by decision of the Executive Committee, or by 10 members of the Forum or 10% of members whichever is the greater delivering a written request signed by each of them to the Secretary.

4.3. General meetings of the Forum will be held at least twice a year

4.4 For all General Meetings, a notice of the meeting and details of any resolutions to be put to it will be sent to all Forum members at least 21 days before the meeting.

4.5. At any General Meeting each member present in person or by a representative (except for the Chair’s casting vote) will have one vote. Where practicable, arrangements will be made to enable members unable to attend to appoint a proxy.

4.6. Decisions of General Meetings will be by simple majority except where this constitution provides otherwise.

4.7 The quorum for a General Meeting shall be 21 members.

4.8. Forum meetings are open to all residents, workers and businesses in the area whether members or not and to observers from interested stakeholder groups including all statutory bodies and other appropriate organisations/bodies, none of whom will be entitled to vote unless they are members of the Forum according to the terms of Section 2 above.

4.9 A General Meeting has the power to remove by a vote of no confidence any member of the Executive Committee.

5. Notices

5.1. Notices to members will be deemed delivered if sent to the member’s last notified email address or, where no email address is given, sent by post to the last notified address.

6. Finance

6.1. The Forum will have the power to raise funds as necessary for its activities, by grant, donation or any other appropriate means. All funds and other assets held by or on behalf of the Forum (whatever their source) shall be held by or on behalf of the members of the Forum for the time being and shall be applied solely in accordance with the terms of this Constitution.

6.2. The Executive Committee will open one or more bank accounts as necessary in the name of the Forum. All funds raised for the Forum will be held in such accounts. The Executive Committee will nominate bank signatories.

6.3 Cheques and other financial transactions of the Forum require two signatories.

6.4 Any resolution which will involve incurring liability of £5000 or more shall be approved in advance by a General Meeting of the Forum.

6.5. The Executive Committee will where appropriate insure any assets held by the Forum, and where appropriate by insurance or otherwise indemnify its members against liabilities arising from their work for the Forum.

6.6 A member of the Executive Committee is entitled to be reimbursed from the property of the Forum or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Forum.

6.7 A member of the Forum who is not a member of the Executive Committee may be paid a reasonable and proper remuneration for any goods or services supplied to the Forum. Subject to that and paras 6.6 and 8.3, none of the income or assets of the Forum may be paid or transferred directly or indirectly to any member of the Forum.

7. Register of Executive Committee Members’ Interests and Forum Members’ conflict of interest

7.1. The Secretary will maintain a Register of Executive Committee Members’ Interests setting out any financial interests in the Area or any other interest that could be deemed to have an influence on decisions likely to come before the Executive Committee and the Forum.

7.2. Executive Committee members will abstain from voting on any matter in which they have a financial interest.

7.3 Other members of the Forum must declare any conflict of interest before partaking in discussion of, and potentially voting on, any matter. By majority vote of the Executive Committee, an individual may be asked not to participate in said discussion or vote.

8. Amendments and Dissolution

8.1. Amendments to the body of this Constitution will be by decision of a General Meeting carried out in accordance with section 3 above, with the exception that such a vote will only be carried if supported by 75% or more of those voting.

8.2. The Forum may be dissolved by decision of a General Meeting specifically called for this purpose and carried out in accordance with section 3 above, with the exception that such a vote will only be carried if supported by 75% or more of those voting.

8.3. In the event of dissolution, any property or funds held by or for the Forum will be, subject to the agreement of the Members at General Meeting, allocated to one or more nominated organisations set up to continue the work of the Forum, or, in the absence of any such organisation and subject to any statutory regulations, distributed equally to the constituent local organisations who are its members (but not to individual members).

8.4. The Forum will carry out a formal review of its functions and achievements four years after its designation as a Neighbourhood Forum.

8.5. Following such review, and consultation with its members, the Forum will decide to continue, amend or dissolve itself as considered appropriate at the end of the five year term as laid down in the Localism Act.

This is a draft and we welcome comments.  Please add them below. The final constitution will be voted by the Forum, once it has been formally convened.

2 thoughts on “Draft Constitution

  1. Great work and clear to understand. Thank you to those that put it together.

    I have one concern. “With an appropriate balance between residents and businesses”. Should this be defined? At the risk of sounding cynical, if each business and everyone who works in the area is able to stand on committees, vote etc. (and of course they should be), it is possible that the forum will be captured by business interests (by dint of numbers). It might be worth considering quotas or mechanisms of some sort to ensure that this cannot happen. Could the “appropriate balance” be stated in unabimbiguous terms?

    • Dear James,
      Thank you for commenting on the constitution.

      This clause is an issue that we have all been wrestling with. We settled on this one because we know that clauses of a similar nature have already been agreed by Westminster City Council for other business forums. The wording of the clause means that it remains up to the forum and its elected executive to decide what this means in practice.

      For the current shadow elections we have decided to set quotas of five resident members, and five members from businesses or organisations working in the area. People will be asked to vote for five residents, and for five business/organisation members, from two separate lists.

      Good to see that we are not alone in agonising about this.

      In the final analysis the neighbourhood plan must be put to a local referendum of residents AND business rate-payers. So the forum must find a way of working together, as you say, in order to get a workable plan. No one sector could hijack the outcome.
      We would be interested to know what other people think?

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