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- Introduction to The Wilmington Square Society
- Map of the Square
- Annual General Meetings (AGM)
- The Committee
- Constitution of the Society
Introduction to The Wilmington Square Society
The Constitution of the Society provides that the Society has power to do anything within the law which promotes or helps to promote its purposes.
The purposes of the WSS are to protect and care for Wilmington Square for the benefit of local residents by the following means:
- helping to preserve the historical and cultural heritage of the Square;
- encouraging responsible use of the Square;
- helping local and other authorities protect the Square from anti-social behaviour;
- overseeing planting and gardening in the Square; and
- being a focus for consultation on matters relating to the Square.
Membership in the Society is open to any individual interested in promoting the purposes of the Society who lives or owns property in Wilmington Square or any of the adjoining streets, i.e.,Tysoe Street (east of Rosebery Avenue only), Yardley Street, Attneave Street, Merlin Street and Wilmington Street.
Being a member of the Society allows you to participate in, and vote at, the general meetings of the Society.
No membership fee is involved.
If you are interested in becoming a member of the Society, please contact us.
Separately, the Society has a WhatsApp group, in which our members and other residents of the Square exchange Square-related news and concerns. If you are a resident of the Square and wish to be added to the WhatsApp group, please contact us.
Annual General Meetings (AGM)
The most recent AGM was held on 17th November 2023. The agenda was as follows:
- Opening of the meeting
- Approval of the annual report for 2022
- Approval of the annual financial statements for 2022
- Election of the Committee
- Exchange of information about the neighbourhood
- Edward Rudolf House
- William Martin Court
- Discussion of ongoing and new initiatives
- security and safety in the Square
- purchase and installation of a little library for the community
- repair and restoration of the railings
- gardening in the Square
- the Society's website
- security and safety in the Square
- Discussion of any other business
The Committee
At the most recent AGM, held on 17th November 2023, the members of the Society elected the following Committee:
- Chair: Emmanuel Maurice
- Deputy Chair: Vaughan Grylls
- Treasurer: Luka Foxon Haddad
- Secretary: Cameron Murphy
- Gardening club: Kim Segel
- Relations with Islington Film Office and production companies: David Nazar
- Social events: Ella Nazar & Polly Grylls
Constitution of The Wilmington Square Society
1. NAME
The name of the Society is The Wilmington Square Society.
2. PURPOSES
The Purposes are to protect and care for Wilmington Square in the London Borough of Islington for the benefit of local residents by the following means:
- helping to preserve the historical and cultural heritage of the Square;
- encouraging responsible use of the Square;
- helping local and other authorities protect the Square from anti-social behaviour;
- overseeing planting and gardening in the Square; and
- being a focus for consultation on matters relating to the Square
3. POWERS
The Society has power to do anything within the law which promotes or helps to promote the Purposes.
4. MEMBERSHIP
4.1 Membership is open to any individual interested in promoting the Purposes who lives or owns property in Wilmington Square or any of the adjoining streets, i.e. Tysoe Street (east of Rosebery Avenue only), Yardley Street, Attneave Street, Merlin Street and Wilmington Street.
4.2 The Committee may establish different classes of Membership, prescribe their respective privileges and duties and set the amounts of any subscriptions.
4.3 The Committee must keep a register of Members.
4.4 A Member whose subscription is six months in arrears ceases to be a Member but may be reinstated on payment of the amount due.
4.5 A Member may resign by written notice to the Society.
4.6 The Committee may by resolution terminate the membership of any member on the ground that in their reasonable opinion the member’s continued membership would be harmful to the Society. The Committee may only pass such a resolution after notifying the member in writing and considering the matter in the light of any written representations which the member puts forward within 14 clear days after receiving notice.
4.7 Membership of the Society is not transferable.
5. GENERAL MEETINGS
5.1 Members are entitled to attend general meetings of the Society in person or by proxy. General meetings are called on at least 14 clear days’ written notice to the Members specifying the business to be transacted.
5.2 There is a quorum at a general meeting if the number of Members present in person is at least three.
5.3 The Chair or (if the Chair is unable or unwilling to do so) the Deputy Chair or some other Member elected by those present presides at a general meeting.
5.4 Every issue at a general meeting is determined by a simple majority of votes cast by the members present.
5.5 Except for the chair of the meeting, who has a second or casting vote, every Member present is entitled to one vote on every issue.
5.6 Except at first, an AGM must be held in every year. The first AGM may be held at any time within 18 months after the formation of the Society.
5.7 At an AGM the Members:
(1) receive the accounts of the Society for the previous financial year;
(2) receive the report of the Committee on the Society’s activities since the previous AGM;
(3) accept the retirement of those Committee members who wish to retire or are retiring by rotation;
(4) select Committee members to fill the vacancies arising;
(5) select from among the Members a Chair to hold office from the end of the AGM until the end of the next AGM;
(6) appoint an auditor or independent examiner for the Society where required;
(7) may confer on any individual (with his or her consent) the honorary title of Patron, President or Vice-President of the Society; and
(8) discuss and determine any issues of policy or deal with any other business put before them by the Committee.
5.8 A general meeting which is not an AGM may be called at any time by the Committee and must be called within 14 clear days after a written request to the Committee from at least five Members.
6. THE COMMITTEE
6.1 The Committee have day to day control of the Society and its property and funds.
6.2 The full number of Committee is at least three and not more than ten individuals, all of whom must be Members and all of whom (except at first) are elected at the AGM.
6.3 The Committee may co-opt up to two additional Members as Committee members.
6.4 A person automatically ceases to be a Committee member if he or she:
(1) is incapable, whether mentally or physically, of managing his or her own affairs;
(2) is absent without permission from three consecutive meetings of the Committee and is asked by a majority of the other Committee members to resign;
(3) ceases to be a Member (but such a person may be reinstated by resolution of all the other members of the Committee on resuming Membership of the Society before the next AGM);
(5) resigns by written notice to the Committee (but only if at least two Committee members will remain in office) or
(6) is removed by a resolution passed by all the other Committee members after they have invited the views of the Committee member concerned and considered the matter in the light of any such views.
6.7 A retiring Committee member is entitled on written request to an indemnity from the continuing Committee members at the expense of the Society in respect of any liabilities properly incurred while he or she held office.
6.8 A technical defect in the appointment of a Committee member of which the Committee are unaware at the time does not invalidate decisions taken at a meeting.
6.9 The names and addresses of the first Committee members are listed in the Schedule to this Constitution.
7. PROCEDINGS OF COMMITTEE
7.1 The Committee must hold at least three meetings each year.
7.2 A quorum at a meeting of the Committee is two Committee members.
7.3 A Committee meeting may be held either in person or by suitable electronic means agreed by the Committee or partly one and partly the other so long as all participants may communicate with all other participants.
7.4 The Chair or (if the Chair is unable or unwilling to do so) the Deputy Chair or some other member of the Committee chosen by the Committee members present presides at each meeting of the Committee.
7.5 Every issue may be determined by a simple majority of the votes cast at a meeting of the Committee but a resolution which is in writing and signed by all the Committee is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature.
7.6 Except for the chair of the meeting, who has a second or casting vote, every Committee member has one vote on each issue.
7.7 A procedural defect of which the Committee are unaware at the time does not invalidate decisions taken at a Committee meeting.
8. COMMITTEE’S ADMINISTRATIVE POWERS
The Committee have the following powers in the administration of the Society:
8.1 To appoint a Deputy Chair, a Treasurer and other honorary officers from among their number.
8.2 To delegate any of their functions to subcommittees consisting of two or more individuals appointed by them (but at least one of the member[s] of every subcommittee must be a Committee members and all proceedings of subcommittees must be reported promptly to the Committee).
8.3 To make standing orders consistent with this Constitution to govern proceedings at general meetings.
8.4 To make rules consistent with this Constitution to govern their proceedings and proceedings of committees.
8.5 To make regulations consistent with this Constitution to govern the administration of the Society including the operation of bank accounts and the commitment of funds.
8.6 To resolve, or establish procedures to assist the resolution of, disputes within the Society.
8.7 To exercise any powers of the Society which are not reserved to a general meeting.
9. BENEFITS TO MEMBERS AND COMMITTEE
9.1 The property and funds of the Society must be used only for promoting the Purposes and do not belong to the Members or the Committee.
9.2 No Committee member or connected person may receive any payment of money or other material benefit (whether direct or indirect) from the Society except:
(1) under clause 9.3 (contractual payments);
(2) reimbursement of reasonable out-of-pocket expenses actually incurred in the administration of the Society;
(3) interest at a reasonable rate on money lent to the Society;
(4) a reasonable rent or hiring fee for property let or hired to the Society;
(5) an indemnity in respect of any liabilities properly incurred in running the Society (including the costs of a successful defence to criminal proceedings);
(6) payment to a company in which the Committee member has no more than a 1 per cent shareholding;
(7) the benefit of indemnity insurance; and
(8) in exceptional cases, other payments or material benefits (but only with the prior written approval of the Commission).
9.3 A Committee member may not be an employee of the Society, but a Committee member or connected person may enter into a contract with the Society to supply goods or services in return for a payment or other material benefit, but only if:
(1) the goods or services are actually required by the Society; and
(2) the nature and level of the benefit is no more than reasonable in relation to the value of the goods or services and is set at a meeting of the Committee in accordance with the procedure in sub-clause 9.4. [A Committee member or member may receive goods or services supplied by the Society on the same terms as a person who is not a Committee member or a member.]
9.4 Whenever a Committee member has a personal interest in a matter to be discussed at a meeting of the Committee or a committee, he or she must:
(1) declare an interest before the meeting or at the meeting before discussion begins on the matter;
(2) be absent from that part of the meeting unless expressly invited to remain in order to provide information;
(3) not be counted in the quorum for that part of the meeting;
(3) be absent during the vote and have no vote on the matter.
10. PROPERTY AND FUNDS
10.1 Funds which are not required for immediate use (including those which will be required for use at a future date) must be placed on deposit until needed.
10.2 Investments and other property of the Society may be held in the names of at least two of the Committee members for the time being.
11. RECORDS & ACCOUNTS
11.1 The Committee must keep financial records and comply with any legal requirements applicable to the Society’s accounts.
11.2 The Committee must keep suitable records of:
(1) all proceedings at general meetings;
(2) all proceedings at meetings of Committee;
(3) all reports of subcommittees
11.3 Accounting records relating to the Society must be made available for inspection by any Committee member at any time during normal office hours.
11.4 A copy of the Society’s latest available statement of account must be supplied on request to any Committee member or Member. A copy must also be supplied, within two months, to any other person who makes a written request and pays the Society’s reasonable costs.
12. NOTICES
12.1 Notices under this Constitution may be sent by hand, by post or by suitable electronic means.
12.2 The address at which a member is entitled to receive notices is the address noted in the register of members (or, if none, the last known address).
12.3 Any notice given in accordance with this Constitution is to be treated for all purposes as having been received:
(1) 24 hours after being sent by electronic means or delivered by hand to the relevant address;
(2) two clear days after being sent by first class post to that address;
(3) five clear days after being sent by second class post or overseas post to that address;
(4) on the date on which it is posted on the Society’s website;
(5) on being handed to the member personally; or, if earlier,
(6) as soon as the member acknowledges actual receipt.
12.4 A technical defect in the giving of notice of which the Members or the Committee are unaware at the time does not invalidate decisions taken at a meeting.
13. AMENDMENTS
This Constitution may be amended at a general meeting, but:
13.1 The members must be given 14 clear days’ notice of the proposed amendments.
13.2 No amendment is valid if it would make a fundamental change to the Purposes or to this clause or prevent the Society from being a charity.
14. DISSOLUTION
14.1 If at any time members at a general meeting decide to dissolve the Society, the Committee will remain in office as Society Committee and will be responsible for the orderly winding up of the Society’s affairs.
14.2 After making provision for all outstanding liabilities of the Society, the Committee must apply the remaining property and funds in one or more of the following ways:
(1) by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Purposes;
(2) directly for the Purposes or charitable purposes within or similar to the Purposes; or
(3) for some other charitable purpose.
15. INTERPRETATION
In this Constitution:
‘AGM’ means an annual general meeting of the Society;
‘Chair’ means the chair of the Society elected by the Committee;
‘the Society’ means the Society comprised in this Constitution;
‘clear day’ means 24 hours from midnight following the relevant event;
‘the Committee’ means the members of the governing body of the Society; ‘Committee member’ means a member of the governing body;
‘connected person’ means any spouse, civil partner, cohabitee, parent, child, brother, sister, grandparent or grandchild of a Committee member, any firm of which a Committee member is a member or employee or a company of which a Committee member is a director, employee or shareholder being beneficially entitled to more than 1 per cent of the share capital;
‘Deputy Chair’ means a Committee member who will normally take the chair at meetings when the Chair is for any reason unavailable;
‘firm’ includes a limited liability partnership;
‘fundamental change’ means such a change as would not have been within the reasonable contemplation of a person making a donation to the Society;
‘indemnity insurance’ means insurance against personal liability incurred by any Committee member for an act or omission which is or is alleged to be a breach of trust or breach of duty, unless the Committee member concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty;
‘material benefit’ means a benefit which may not be financial but has a monetary value;
‘Member’ and ‘Membership’ refer to membership of the Society;
‘months’ means calendar months;
‘the Purposes’ means the Purposes of the Society set out in clause 2;
‘taxable trading’ means carrying on a trade or business on a continuing basis for the principal purpose of raising funds and not for the purpose of actually carrying out the Purposes;
‘written’ or ‘in writing’ refers to a legible document on paper including a fax message;
‘year’ means calendar year.
ADOPTED AT A MEETING HELD AT 46 WILMINGTON SQUARE ON 23 OCTOBER 2012