Our Constitution
Defines our existence and regulates the structure and control of the company and its members.

Approved on: 26th April 2023

Contents

01. Introduction and Background
02. The Company and Auditor
03. Area
04. Aims of the company
05. Roles and Responsibilities of the Directors
06. The Committee
07. Finance
08. Income and Expenditure
09. Exceptional fees process for financial period (year one) only
10. Annual General Meeting (AGM)
11. Votings and Meetings
12. Shareholder project or activity submission
13. Membership of the company
14. Share Certificates
15. Transfer of shares
16. Health, safety, and the environment
17. Insurances
18. Code of conduct
19. Appendices

01. Introduction and Background

Elm Leys, Wingrave, Buckinghamshire, is a private residential estate that consists of 40 individual dwellings, of which 14 dwellings are owned/managed by Hightown Housing Association, plus communal areas of land comprising certain landscaped areas, a pond (which forms part of the drainage system acting as a flood water attenuation basin), the access road, footpaths (including a public right of way), services and drains that are not otherwise maintained by National, County or Local Authorities, or any other public or private utilities. 

Note: Householders are responsible for drainage within the boundary of their properties. Outside of individual properties, waste water drainage is the responsibility of the local water company. Surface water drainage that runs into the flood water attenuation basin is the responsibility of the Elm Leys Management Company. 

The original developer of our estate, Ridgepoint Homes Ltd set up a private limited Company, registered at Companies House (No. 11940186) to administer and maintain the communal areas of the estate on behalf of the property owners. 

Each freehold property owner of the estate is also a shareholder in the Company. There is only one share per property.  

The shareholders are required to elect a director (or directors) to manage the Company on their behalf. The duties of the directors are regulated by Company Law and the Articles of Association of the Company which can be downloaded from Companies House using the following link and navigating to the “Incorporation document” submitted on the 11 April 2019.

https://find-and-update.company-information.service.gov.uk/company/11940186/filing-history 

The first director of the Company was an associate of Ridgepoint. On completion of the sale of the final house they arranged for one householder to become a Director of the Company (Mr. Matthew James Keneal). The original Director then resigned on the 21st of October 2021. From this point, Ridgepoint claimed no further responsibility towards maintenance of the estate. 

The newly nominated Director was not willing to continue in the role and wished to resign from the Director position. Accordingly, residents collated all contact details of the householders (including Hightown) and issued invitations to all shareholders to volunteer to take on Director responsibilities.  

Five householders agreed to take on the Director role. Official Company records were updated during April 2022 where the new Directors were added and Mr. Matthew James Keneal resigned. 

The five Householders who responded and agreed to take on the Director role were:-
MCCOSH, David James
MELVEN, Caroline Gillian
O’CALLAGHAN, Jennifer Christine
TARGELL, Andrew Christopher
WESTWOOD, Stuart James 

Current Director details can be found here: -
https://find-and-update.company-information.service.gov.uk/company/11940186/officers 

As no formal handover was provided by the developer, the new Directors set out to clarify the scope, responsibilities and approach to be taken with an aim to quickly establish basic maintenance services given the extended period where no active management of the estate had taken place. As part of this investigation, advice has been sought from neighbouring Estates who operate a similar model. 

One key learning is the value of a clear constitution. Therefore, in the interests of good governance and transparency, the directors have decided that it is appropriate to document the processes and procedures by which the directors discharge their responsibilities to the shareholders. The form of this document is a Constitution. 

This Constitution aims to set out how ELM LEYS (MANAGEMENT COMPANY) LTD is governed for the benefit of the shareholders. It is also intended to act as a guide to both existing and new property owners, who may wish to volunteer to become directors of the Company. The Constitution should be read in conjunction with the Articles of Association of the Company, cited above.  

The Constitution is formalised by shareholder agreement at the AGM by a two thirds majority vote. Any future variations agreed likewise. 

Although this document uses formal terms such as the Company, Shareholders and Directors, it is important to note that we are simply a group of ordinary private householders who have collective responsibility for maintaining the communal areas of the estate for the benefit of us all. However, because we are set up as a Limited Company, we also have some legal responsibilities, duties, and liabilities, which we should all be aware of. 

02. The Company and Auditor

The name of the Company is:
ELM LEYS (MANAGEMENT COMPANY) LTD
ELMC (for short) is incorporated under the Companies Act 2006 and is registered with Companies house as a private company limited by shares.  

The Company No. is 11940186. 

The registered address of the Company is Unit 8 Wingbury Courtyard, Wingrave, Aylesbury, England, HP22 4LW 

ELMC have appointed BAS Associates (of the above address) to act as our independent auditor and to handle the following matters:-
Audit of annual accounts
Submissions to Companies House
Handling of share transfers and share certificate replacements 

Information on BAS Associates can be found here https://www.basassociates.co.uk/

03. Area

The Company is responsible for the communal areas of the Estate. The land title boundary is shown on the Land Registry, which is included as Appendix A. Whilst, the boundary is noted, specific area under the management remit of ELMC are not shown on this plan. 

The land registry title transferred to ELMC is BM306284.  

Appendix B includes detailed plans that specify the shared land within the title boundary that is within the scope of ELMC management scope. 

Two variations to the area under management by ELMC have taken place – which transfer ownership for the following land: - 

Ownership of Land between 1 Elm Leys and 5 Baldways Close and the land in front of 5 Baldways Close was transferred to JOHN JOSEPH DOWLING and PHILLIPA LOUISE DOWLING. The location and area are outlined in Appendix C and is recorded on the Land Registry Title BM452667 

Ownership of land to the rear of 17-21 Leighton Road transferred to ROBERT CHRISTIAN HENRY WYATT AND LYDIA BEATRICE WYATT recorded on the land registry as title BM449498 and shown in Appendix C 

As a result, the Area within scope for management by ELMC varies a little from the planning applications and Landscape plans. These have been accounted for in Appendix B plans which state specifically the shared spaces managed by ELMC. 

04. Aims of the company

The aim of the Company (or Objects) are, unfortunately, not stated in our Articles of Association.  

A proposed set of aims is defined below: - 

The maintenance, in good working order, of the communal land, including any landscaped areas, certain boundary fences, hedges, the access road and turning areas, relevant road drainage and footpaths. 

Placing and maintaining of policies of insurance against Third-Party Claims, loss or damage by fire, flood, storm or tempest, or special perils normally included in the Property Owners Liability Policies. 

To establish and maintain adequate capital reserves to pay all fees, costs and other expenses incurred in the implementation of the company’s aims and to require the members to contribute towards such reserves or funds. 

 The aims are modelled on existing Articles of Association for other Estates in Wingrave. The Directors will seek approval to change the Articles of Association to match the aims stated above at the first Shareholder AGM 

05. Roles and Responsibilities of the Directors

Directors are shareholders who have volunteered to act as directors of the Company. 

Directors are appointed annually by the shareholders at the Annual General Meeting. In the first instance. As outlined earlier, this process did not occur due to the circumstances of handover however, as the Consultation states, this will be the process for the future and from the first AGM. 

The directors are responsible for managing the Company’s business, as stated in the Aims of the Company.  

The directors shall form a Committee to manage the ordinary business of the Company and shall appoint a Chairperson and Treasurer.  

There shall be a minimum of one director and a maximum of 40 directors (one per shareholder). 

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and the profit and loss to the Company for that period. In preparing the financial statements, the directors are required to: 

06. The Committee

The Directors shall form a Committee. 

The Committee shall monitor and manage the work, finances, and ordinary business of the Company. 

The Committee shall as a minimum consist of all the directors. 

The directors may, at their sole discretion, invite other shareholders to join the Committee as required to conduct the ordinary business of the Company. Such appointments to be by unanimous decision of the directors. 

The Committee shall have a minimum of the following officers: A Chairperson, a Treasurer, and a Secretary. The Committee shall have the power to appoint, if they wish, a Vice-Chairperson and a Vice-Treasurer. 

The Committee will produce and update a simple action plan throughout the year to be used to prepare an Annual Report to shareholders at the AGM. 

At least three (3) Committee Meetings shall be held per calendar year, or as necessary to conduct the ordinary business of the Company. Not more than four months should elapse between Committee Meetings. 

Formal meetings shall be minuted, and the minutes shall be approved at the following Committee meeting. The minutes of the meeting shall be retained for ten years. 

The Committee may appoint sub-committees to carry out the activities of the Company. Sub-committees shall be directly accountable to the Committee. The Committee will agree in advance the terms of reference for any sub-committees, which may then act within these terms. At least one Committee member shall sit on any sub-committee of the Company. 

All sub-committees shall keep proper accounts and records of all meetings to be made available as required to the Committee or at a general meeting. The Committee or general meeting may dissolve any sub-committees. Any accounts, records or assets of the sub-committee will pass to the Committee. 

Any vacancies on the Committee may be filled by co-opting shareholders with full voting rights until the next general meeting or AGM. 

Committee members shall declare any potential conflict of interest and withdraw from discussion and voting where appropriate.  

The quorum for Committee Meetings shall be fifty percent of committee members. This quorum should also be applied when making decisions other than at meetings. 

The Committee has the power to make decisions using electronic media outside of committee meetings. Any vote held by electronic or other means must be logged and recorded by the Secretary and formally approved at the next meeting (general or committee).  

Committee meetings may be called by the Chairperson, or at the request of one third of committee members. At least seven (7) days’ notice must be given. 

07. Finance

The directors shall appoint a Treasurer who is responsible for: 

None of the above absolves the directors from their responsibility and duties under Company Law. 

08. Income and Expenditure

The Company receives income from the Annual Service Charge which is recommended to the shareholders at the Annual General Meeting.  

The Annual Service Charge is due for the financial year 1st May to 31st April and is payable by each household on receipt of their invoice. Invoices will be issued from the 1st of May. 

Expenditure related to the ordinary business of the Company mainly comprises regular payments to a ground’s maintenance contractor, accountancy fees, insurance premiums and ad-hoc payments authorized by the directors. 

The following payment rules apply: 

09. Exceptional fees process for financial period (year one) only

For year one the Directors made an estimate of likely expenses and allocated this equally by household and issued invoices accordingly. The Directors considered this being reasonable to ensure adequate maintenance and insurance is in place given the extended period of time lapsed from the communal areas being handed over and the required timing of the first AGM.  

Therefore, to ensure alignment with the aims of the constitution, a retrospective agreement will be sought at the first AGM as follows: - 

10. Annual General Meeting (AGM)

The directors shall hold an Annual General Meeting once each calendar year and more than fifteen (15) months should not pass between one AGM and the next. 

Shareholders shall be notified in writing or by email not less than fourteen (14) calendar days before the AGM. 

The AGM is open to all people living in the defined area of the estate, which includes tenants of a shareholder’s property.  

A shareholder may appoint a proxy to attend and vote at the AGM. A shareholder may nominate a proxy who is not a resident of the estate. Notification of the nomination of a proxy should be sent in writing to the Chairperson not less than three (3) calendar days prior to the AGM. Receipt after this date will preclude the proxy exercising voting rights at the AGM. 

Only Shareholders (or their proxy) are eligible to vote.  

The Chairperson for the AGM shall be the Chairperson of the Committee. 

The AGM shall: 

Items for the first AGM only: - 

11. Votings and Meetings

12. Shareholder project or activity submission

Should a one or more Shareholder(s) wish to submit specific projects for consideration at AGM the following process should be followed: -  

13. Membership of the company

This section should be read in conjunction with the Articles of Association. 

The share capital of the Company is £40 divided into 40 Ordinary shares all of £1 each.  

Each Ordinary share in the Company relates to a particular dwelling situated on the Estate.  

Each Ordinary share shall carry the right for the holder to cast one vote. 

No share shall be held by or allotted or issued to or transferred to a person unless that person is or about to become a freeholder of a dwelling situated on the Estate. 

If, and as soon as, a shareholder ceases to be a freeholder of a dwelling on the Estate, he/she shall not be entitled to receive notice of or attend at, and shall have no voting rights at, general meetings of the Company nor to receive or to have any voting rights in respect of any written resolutions of the Company in respect of any shares held by that holder on and from the date when he/she ceased to be a freeholder (which for the avoidance of doubt shall be the date on which the relevant dwelling was sold). 

14. Share Certificates

The Company must issue each member, free of charge, with one certificate in respect of the share which that member holds. 

The Company shall keep a register of members and the unique reference numbers of the share certificates. 

If a certificate issued in respect of a member's shares is damaged or defaced, or said to be lost, stolen or destroyed that member is entitled to be issued with a replacement certificate in respect of the same shares. 

A member exercising the right to be issued with such a replacement certificate must return the certificate which is to be replaced to the Company if it is damaged or defaced; and must comply with such conditions as to evidence, indemnity, and the payment of a reasonable fee as the directors decide.

15. Transfer of shares

Shares shall be transferred upon or immediately before a change in the ownership of a dwelling in respect of which such share is held and to the person becoming or about to become the freeholder of such dwelling. 

An obligation to transfer a share shall be deemed to be an obligation to transfer the entire legal and beneficial interest in such share free from any lien, charge, or other encumbrance, including any overdue or outstanding payments for the Annual Service Charge. The directors shall not authorize a transfer of a share if monies are owed by the shareholder to the Company.  

The Company will not charge for the transfer of a share to a new freeholder. However, Shareholders are advised that the directors of the Company are fellow shareholders (and therefore freeholders) who have volunteered to act as directors and are therefore not experts in the conveyancing of property. The Company is unable to complete any questionnaires, surveys, forms, provision of audited accounts and any other activity requested by the seller or purchasers’ professional advisors in relation to the sale of a dwelling. The Company will give the details of the professional advisor(s) who can assist with this.  

Shareholders are strongly advised to keep the directors fully informed of any potential transfer of shareholding and the directors cannot be held liable for any failure to complete a property sale because of shareholder negligence. 

16. Health, safety, and the environment

A. Employment of Contractors
When employing contractors to undertake work on behalf of the shareholders, the directors shall follow the principles set out in the Health and Safety Executive leaflet INDG368: Using contractors, A brief guide.  

A free copy of this guide can be downloaded from here: 

https://www.hse.gov.uk/pubns/indg368.pdf 

As a minimum, the directors shall ensure that any contractor carrying out work on behalf of the shareholders shall provide evidence of valid public liability insurance for the type of work being undertaken. 

B. Risk register
The directors shall compile and maintain a simple risk register with appropriate mitigations. The risk register shall be reviewed annually and shall be submitted for approval at the AGM.

C. Environmental Policy

The Company will comply with all relevant environmental legislation and is committed to maintaining the communal areas of the estate whilst minimising the impact of its activities on the environment.  

A defined landscaping plan was agreed as part of the planning process for the development  

The Landscape Plan determines how the communal spaces should be planted and maintained and therefore determines the landscape planting. Variations to the plan require planning approval. The Landscape Plan (version 2526-02) is available here: - 

https://publicaccess.aylesburyvaledc.gov.uk/online-applications/applicationDetails.do?activeTab=documents&keyVal=PGUSS1CLI3100 

An image of Landscape Plan is provided below for information – please refer to link above for detailed pdf file. 

The planning approval also included the Ecological Mitigation, Enhancement and Management Plan, which specifies specific maintenance activities required and should be read in conjunction with the landscape plan. 

The Ecological Mitigation, Enhancement and Management Plan is available here:  

https://publicaccess.aylesburyvaledc.gov.uk/online-applications/applicationDetails.do?activeTab=documents&keyVal=OYFUAPCLM7G00 

An image of Ecological Mitigation, Enhancement and Management Plan is provided below for information – please refer to link above for detailed pdf file.

Wildflower Grasslands 

2.8 The grassland will be regularly cut short (100mm) in spring (when GCN are in ponds) and subsequently to 200mm (above any GCN resting on ground) to reduce the vigour of coarse grasses, with arisings removed to reduce nutrient load.  

2.9 In subsequent years the grassland will be managed with annual hay-cut in late-August, cut to 100mm and all arisings removed from Site (‘cut and lift’). A strip of wildflower grassland close to formal spaces will be cut high to 200mm on a monthly basis during the growing season to provide a contrasting sward height but included within the annual 100mm hay cut in late-August. 

D. Woodland thicketing planting

2.12 Over time, woodland and thicket habitats will develop and naturally thin, with some specimens outcompeting others. Given the small size of woodland and thicket areas, no coppicing or woodland management regime is proposed, with these habitats allowed to develop naturally.

E. Pond

2.15 A petrol interceptor will be installed upstream of the surface water drainage pipes out-falling into the pond. This device is intended to maintain water quality of the pond and avoid significant pollution events.  

Note: The interceptor requires annual maintenance. An alarm panel is also provided for – this requires an ongoing maintenance contractor service to mitigate any alarm events. 

2.16 Management of the pond will be undertaken on a minimum intervention basis. Annual checks of rubbish, excessive weed growth or pollution/sedimentation will be undertaken with remedial measures taken as required. 

F. Birds

5.1 All wild birds are protected from killing and injury, and their nests and eggs are protected from damage and destruction, under the Wildlife and Countryside Act 1981 (as amended). Vegetation Clearance  

5.2 Wherever practicable vegetation clearance works will be timed to avoid the bird nesting season, taken to be between March and August (inclusive), to reduce the risk of encountering an active nest.  

5.3 Should vegetation clearance be necessary during the bird nesting season an initial check will be carried out by a suitably qualified ecologist immediately prior to works. If no activity is identified works would proceed. If nesting birds are identified a suitable buffer distance will be left around the nest to avoid causing an offence under the above legislation. Clearance of the area supporting an active nest will only take place once the nest is confirmed to be no longer active.  

G. Householder environmental obligations

Householders should not dispose of garden waste (including grass clippings) on the shared areas (as defined in the Area map). Costs of removal will be charged as an additional fee to all householder as an additional line item to the next annual fee. 

Householders should not dispose of any household waste of any description on the shared areas (as defined in the Area map). Costs of removal will be charged as an additional fee to all householder as an additional line item to the next annual fee. 

Householders should seek guidance from the committee prior to performing any landscape or maintenance activities on shared spaces – failure to do so could impact our insurance or compliance to our risk assessment register. 

Householders should be fair to neighbours when parking: only use the space that you need and park sensitively (avoid blocking pathways etc).  

Householder must not block the public right of way that runs across the estate – it is an offence to obstruct/block a public right of way. Please note guidance here: https://www.gov.uk/guidance/public-rights-of-way-local-authority-responsibilities#:~:text=It's%20an%20offence%20to%20obstruct,1%20month%20to%20confirm%20receipt  

Repeat failure to comply with these obligations by one or more householders (or suspected householder) will be raised at the AGM where agreement may be made to charge the relevant Shareholder(s) any incurred costs directly will be determined. Such an action to be based on a simple majority vote. 

17. Insurances

The Company shall place and maintain policies of insurance against loss or damage by fire, flood, storm or tempest, or special perils normally included in the Property Owners Liability Policies. 

The Company shall place and maintain policies of insurance against all Third-Party Claims and all such other policies of insurance as shall be considered desirable. 

18. Code of conduct

Directors and shareholders shall conduct themselves in a manner that will not cause offence to others. Harassment, bullying, intimidation, or discriminatory behaviour will not be tolerated. The Chairperson and committee members have the right to warn the member(s) of their behaviour. If they persist, they will be suspended until further notice. 

All Committee members must comply with the Constitution and Code of Conduct at all times. Any serious breach of the Constitution or Code of Conduct may result in committee members/directors, following a majority vote of the Committee, being asked to resign. 

Directors and shareholders must never personalise issues and should be willing to recognise that everybody is entitled to express their point of view without unduly preventing progress of discussion. 

Voters should always be prepared to accept the majority decision and not take such a decision as any form of personal slight or criticism. 

Directors and shareholders cannot receive any payment from the Company other than for bona fide expenses agreed by the Committee and approved in advance. Expense claims must be submitted to the Treasurer at least seven (7) days before the next Committee Meeting. 

Directors must never use their position to seek preferential treatment for themselves, their family, or relatives. Nor should they use their position to be treated more or less favourably when conducting the ordinary business of the Company. 

Committee members must not divulge any Company business which is treated as confidential to other persons, shareholders, or organisations. 

Statements to the media or other organisations on behalf of the Company should be made by the Chairperson or committee members with the prior approval of the Committee. 

Correspondence sent on behalf of the Company must be signed by the Chairperson, agreed by the Committee, and recorded in a log by the Committee. 

Any resident who feels that they have not been treated fairly and equally by the Committee can raise this with the Committee who will respond within twenty-eight (28) days. The Committee will only deal with complaints that relate to the activities of the Company and its members in relation to the Constitution and Code of Conduct. Committee members will not deal with neighbour or inter-personal disputes around the Estate. 

19. Appendices

A. Land Registry Title

B. Areas of ELMC Responsibility

Within the overall boundary the following areas fall within the scope of ELMC responsibility, and these are shown in the diagrams below.  

Following discussions with the Chairman of the Parish Council, Jeremy Pugh and ELMC in August 2022 it was agreed to take a pragmatic maintenance approach where certain areas (marked in green) will be treated as lawn and subject to mowing in line with the general mowing across the village. 

C. Land Transfers

2. Transfer of ownership of land at rear of 17-21 Leighton Road  

D. Shareholder Project Proposal Form

https://www.elmleys.co.uk/project-proposal

-End-