PBA Constitution – FrankLake

Article 1- Name

This Association shall be known as PROPERTY BUYERS ASSOCIATION UK (PBA), hereinafter referred to as PBA. PBA will operate as a registered Association, and changes to the status of the Association must be approved by members in a General Meeting.

Article 2 – Legal Status

PBA is a voluntary Private Association and whilst a registered Association is not a regulated Association unless and until such a time as the members agree to change this status in accordance with the provisions of this Constitution.

Article 3 – Purpose

PBA seeks to assist its members to navigate the UK property market either as a potential Homeowner or as a UK property Investor: in the case of becoming a Homeowner, by facilitating the process of raising initial Mortgage Deposit and related matters; and in the case of an Investor through a bespoke process for the Individual. PBA may work with other organizations, in achieving its purpose.

Article 4 – Objectives

Recognising the significant role that the property market plays in the UK Economy, and the desirability of Individual participation in the same, PBA’s Objectives include the following:

To stimulate individual interest in the UK property market

To provide education, support, and guidance to members towards achieving the Purpose and Objectives stated in this Constitution. In this regard, PBA may work with other organizations in the Industry.

To encourage and support members who are interested in the said UK property market.

To provide a platform for a Co-operative Collaboration amongst members in achieving Individual property goal(s), for instance, raising Initial Mortgage Deposit towards Home ownership.

To provide a platform for members to pool resources in a structured co-operative and agreed manner, to improve members’ access to property ownership and investment opportunities in the United Kingdom.

To provide a platform which governs members and regulates the conduct and inter-relationship between members, in achieving the Purpose and Objectives stated in this Constitution.

Where considered appropriate and considered advantageous to members, to bring to the attention of members other similar Associations and Societies, but any Collaboration with such other Association or Society shall be with the Recommendation of the Association’s Management Committee and Approval of Members in a General Meeting.

Article 5 – Organizational Structure

PBA shall be structured as follow:

The day to day activities of PBA shall be run by a Management Committee, and shall consist of the following Offices:
Chairperson, whose functions are as specified in this Constitution
Secretary, whose functions are as specified in this Constitution
Treasurer, whose functions are as specified in this Constitution
Any other Office created at the recommendation of the Management Committee and approved by the Association
Any person or committee deriving powers from the Management Committee for a specified purpose and within a specified timeframe and whose office shall come to an end at the expiration of the specified purpose.
An Annual General Meeting shall be held annually as advised by the Management Committee
General Meetings shall be called when deemed necessary in so far as at least one General Meeting shall be held in every quarter of a Year, though the Annual General Meeting may replace one of these quarterly General Meetings.
A Special General Meeting may be called at any time where appropriate, for instance, on matters of an Urgent nature, or as determined by the Management Committee.

Article 6 – Membership

6.1 Eligibility

The Eligibility Requirements for Membership shall include the following:

Must be at least 18 years old at the time of Applying for Membership
Agree with the Purpose, Objectives and Rules of PBA, including the provisions of this Constitution
Agree to be bound with any additional criteria agreed by members from time to time as provided by the provisions of this Constitution.

6.2 Admission

PBA’s Management Committee shall determine each Applicant’s Suitability for Membership, provided that an Eligible Applicant:

Shall make an Application for Membership as prescribed by the Management Committee and where applicable on the prescribed Form (‘Application Form’).

Shall, where required, pay the relevant Application Fees in the manner prescribed by the Management Committee or as stated on the Application Form.

Shall submit the Application to the Management Committee by delivering the same to the Secretary, or other person or a Committee as designated by the Management Committee.

6.3 Grant of Membership

It is the Management Committee that is empowered to consider, grant or reject an Application after considering the Applicant’s suitability for membership in accordance with criteria prescribed by the Management Committee, which criteria may change from time to time.

A Grant of Membership must be communicated to the Applicant in written form, for example, by Email, with a Request for Acceptance within a stipulated time (also in a written Form). The Communication of Grant of Membership shall include any condition(s) precedent to becoming a full Member.

Acceptance of Membership by the Applicant and the fulfillment of any condition(s) precedent to becoming a full member shall end the Application process and Record of Membership shall be kept by the Secretary.

Article 7 – Membership Rights, Responsibilities and Termination

7.1 Rights of Members

Every Member shall have the right to:

Attend, make contributions and vote at Meetings duly called by the Management Committee
Participate in Savings Schemes towards achieving the purpose and Objectives of the Association, in particular towards a Homeownership scheme and in accordance with the provisions of this Constitution
Participate in Property Investment opportunities towards achieving the purpose and Objectives of the Association in accordance to the provisions of this Constitution
Receive information and reasonable clarifications on the Association’s activities and Schemes designed towards achieving the purpose and Objectives of the Association
Receive information and reasonable clarifications in respect of the Association’s Finances.

7.2 Responsibilities of Members

Every Member:

Must pay agreed Contributions and on time.
Act honestly and in good faith.
Comply with this Constitution and any policies adopted.

7.3 Contributions and Funds

Depending on whether a person’s purpose Homeownership or in some other Property Investment:

Members shall make regular Contributions in the manner and as agreed by the Association.

Contributions may be allocated to:

The relevant Homeownership Scheme Deposit Account; and/or

The relevant Property Investment Account.

Funds shall be held in designated Accounts and clearly accounted for.

Withdrawal of funds shall be in accordance with agreed rules and allocation schedules.

7.4 Homeownership: Individual Property Purchase Support

Where a member indicates an Interest in Homeownership and makes the relevant regular Contributions, then:

PBA may allocate pooled Funds (in a manner similar to a Rotating Savings and Credit Association) to support individual members in purchasing their own property.

Any funds advanced shall be documented and may be structured as a loan, equity share, or other agreed arrangement.

Allocation of Funds/Credit shall be based on transparent criteria including contribution history, readiness to purchase, and members’ approval.

Rules and Processes regarding Participation and Allocation of Funds for the purposes of assisting with initial Mortgage Deposit may be amended from time to time in response to the wider Macro Economic circumstances in the United Kingdom for instance in response to Government or Regulatory Policies.
Any Changes to the immediate preceding sub-paragraph above may be recommended by the Management Committee and the same will be deemed as passed if no objection is received within 14 days of the Notification but where there is an objection then a simple majority of the Membership shall determine the matter one way or the other.

Further Participation and Allocation shall be on the basis of the terms of a signed Contract between PBA and the Member.

7.5 Property Investment

Where a member (with or without other members) indicates an Interest in Property Investment and makes the relevant regular Contributions, then:

PBA may introduce a Property Investment opportunity to the Members

Members may agree to jointly acquire respective Interest(s) in property for investment purposes.

Ownership structure, profit-sharing, liabilities, and exit arrangements shall be documented in a separate agreement.

Rental income and capital growth shall be distributed according to agreed shares.

7.6 Termination of Membership

Membership may end by any of the following Events:

Voluntary Resignation by the Member
Non-payment of contributions
Breach of rules or conduct detrimental to the Association following due process.
Outcome of other Disciplinary procedure, following due process.
Death

Article 8 – Governance

The Management Committee

Given the nature of PBA, the pioneer Management Committee shall consist of the Founders and promoters of the Association and shall be in office for an initial term of 3 years, following the Inauguration of the Association, signaled by the first General Meeting of the Association.

This Constitution reserves certain Rights and Privileges for the Founders and Promoters of this Association.

Members of the Management Committee are also known as the Association’s Officers, and it is recognised that Members of the Management Committee derive their Authority from this Constitution and from Members of the Association.

The Members of the Management Committee shall exercise all powers of management of the Association on a daily basis and has the strategic role of setting long and short-term objectives of the Association.

The Management Committee may delegate functions to one of its members on a specific Issue and/or may delegate a specified Function to a Committee formed from the Association’s Membership, and in this regard it is recognized that Members of the Management Committee are also Members of the Association.

The Management Committee (through the Chairperson) shall be exclusively responsible for PBA’s disciplinary matters, except where the Management Committee delegates such a Function to a Committee, for instance, where the Management Committee considers it expedient or desirable to so delegate but in all cases, the principles of procedural due process and Fair Hearing shall be upheld.

The Management Committee shall meet subject to the Request of the Chairperson, or at the Request of no less than two-third of the members of the Management Committee.
The Management Committee shall meet at such Times and Place as they may select, and a majority of the Committee shall constitute a quorum at any Meeting, and Decisions will be made based on a simple majority of those present at the Meeting. However where there is a ‘Tie’ then the Chairperson shall cast the deciding Vote.
The immediate past 2 Chairpersons shall serve as ‘ex-officio’ members of the Management Committee but where no past Chairperson exists or only one past Chairperson exists, then the current Chairperson may nominate 2 respected persons from the Membership to fill in the ex-officio offices provided:
That each Nomination shall be supported by other members of the Management Committee
That no past Chairperson who resigned their Membership of the Association, or whose Membership was terminated on account of Misconduct shall be eligible to serve as an ex-officio member.

Article 9 – Rights and Privileges of the Founders

a) This section recognizes the need to preserve the Vision and Goals of this Association.

b) Notwithstanding the provisions of this Constitution as to Eligibility for the Offices in the Management Committee (including the office of the Chairperson), there shall be no limit to the terms that a Founder/Promoter of this Association may occupy in relation to any such Office.

c) Certain matters such as Mergers, Acquisition, Dissolution shall require the approval of the Founders of this Association.

d) The Founders shall have the right to appoint 2 persons as members of the Management Committee, besides those Offices that are created or capable of being created under this Constitution.

Article 10 – Association Officers and their Functions

10.1 The Chairperson

Eligibility

The section is subject to the provisions of this Constitution relating to the reserved Rights and Privileges of the Founders and Promoters of this Association.

Except for the pioneer Chairperson who shall be appointed from amongst the Founders/Promoters of the Association for an initial Term, subsequent Chairpersons shall be recommended to the Association Members by the Management Committee. Every member of the Management Committee is eligible for the Office of the Chairperson.

Subject to the provisions of the Constitution, the Chairperson, like other members of the Management Committee is recommended for a maximum of two (2) concurrent terms, with each term being three (3) years. At the end of each term of a serving Chairperson (i.e. every 3 years), or when there is a vacancy (due to the resignation, death, lawful removal, termination of membership etc), the Management Committee shall formally meet to recommend a new Chairperson from amongst themselves for ratification by the Members of the Association, which shall be by a simple majority of the Vote for such a purpose.
The position of the Chairperson shall not be declared vacant, unless a serving Chairperson is constitutionally term barred or through resignation or death or if the serving President is removed from office on account of Misconduct.

Duties

The Chairperson’s duties shall include the following:

Preside over all meetings of the Management Committee and exercise a veto when necessary. In the absence of the Chairperson, the other members of the Management Committee shall by a simple majority of Officers forming a quorum for the meeting nominate a chairperson to preside over the meeting and that person shall exercise all the powers of a Chairperson.

Preside over all other Meetings such as the Annual General Meeting of PBA, any Special Meeting of PBA and any General Meetings of PBA

Be the Principal Representative of PBA to relevant external organisations in the UK, though such Representation can be delegated to other members of the Management Committee.

Be one of the three Association’s Officers authorised to be a signatory to the Association’s Bank Accounts.

In collaboration with the Treasurer, appoint and announce (to the membership) an Auditor annually who must submit a written Report of their Audit to the Management Committee within 60 days of their Appointment, which Report must be circulated to all Members of the Association within 14 days of Receipt from the Auditor and the same presented to the general membership at the next General Meeting, or Special Meeting.

Should the Chairperson be unable to complete his/her term of office (on written Resignation, termination for Misconduct, Death, etc), the other members of the Management Committee shall, by a simple majority of their members forming a quorum for the meeting, nominate one of its members, and such a person shall assume the Office of the Chairperson, until the next election of Association Officers.

10.2 Secretary

The Secretary’s duties shall include the following:

Serve as the Association’s primary Administrator and respond to all Mails, correspondence and general administrative duties.

Serve as the Secretary to the Management Committee and at all other Meetings including the Annual General Meeting, any Special Meeting and all Membership Meetings

Record Minutes of all Meetings and keep such Records.

Deputize for and support the Chairperson in all assignments, and carry out Tasks delegated by the Chairperson and/or by the Management Committee.

Responsible for managing and for the upkeep of the Association’s Website, Facebook, Twitter and other social media, until a specialized Office is created for this purpose.

Lead on the management of PBA’s overall membership database in line with applicable Data Protection Act.

Is NOT an automatic Signatory to the Association’s Bank Accounts.

Work with other Association Officers, in co-ordinating the affairs of PBA.
- Other roles as agreed with the Chairperson, Management Committee and the General Membership.

Non-attendance of four (4) consecutive PBA events or two (2) duly convened consecutive membership meetings shall be allowed only if there are mitigating circumstances and the Secretary has made adequate arrangements, with the agreement of the Management Committee, for the role to be seamlessly executed leading up to and during the event, otherwise this would constitute grounds for institution of removal from office (except supported by a medical certificate or supported by all members of the Management Committee).

10.3 Treasurer

The Treasurer’s duties shall include the following:

Perform the role of a Treasurer as well as that of a Financial Secretary

Work closely with the Chairperson, understand the essence of fiduciary responsibilities and bring such responsibilities in advising on Financial matters for the benefits of the Association.

Lead on the management of PBA funds, and keep itemised accounting of all Financial transactions, in a transparent manner, including digitally.

Liaise with the Chairperson and Secretary and collect appropriate fees and dues from members as indicated in the Membership Register.

Prepare and circulate a budget for the financial year and present to members through the Management Committee.

Prepare half yearly accounts (Income and Expenditure Statement, Balance Sheet and Cash Flow), compare the results to budget and explain all deviations and actions proposed to mitigate adverse variances.

Liaise with the Chairperson and ensure that appropriate Payments are made timely for the benefits of Members in line with Contractual Obligations

Liaise with the Chairperson for the Annual Audits of the Association’s Accounts by an Auditor appointed by the President.

Co-operate and liaise with the appointed Auditor.

Is a primary signatory to all of the Association’s Bank Accounts.

Work with other PBA Officers, and assist in coordinating the affairs of the Association.

Carry out other roles as agreed by members of the Management Committee, or as directed by the Chairperson and/or by the Members of the Association.

Non-attendance of four (4) consecutive PBA events or two (2) duly convened consecutive membership meetings shall be allowed only if there are mitigating circumstances and the Treasurer has made adequate arrangements, with the agreement of the Management Committee, for the role to be seamlessly executed leading up to and during the event, otherwise this would constitute grounds for institution of removal from office (except supported by a medical certificate or supported by all members of the Management Committee).
- Any other Office created at the recommendation of the Management Committee
From time to time, the Management Committee may recommend the creation of a new Office, advising on its Need for the benefit of the Association.
In making such a Recommendation, the Management Committee will advise on the functions of the proposed new Office.
The Recommendation for the creation of the new Office, its Necessity or its Expediency, as well as its proposed functions shall be debated by the Membership of the Association at any of a duly convened Meeting and a simple Majority of the Votes shall decide the matter one way or the other.

10.5 Any person or Committee deriving powers from the Management Committee for a specified purpose

The Management Committee may appoint a person or establish a Committee for a specified purpose
Where an Office (person or Committee) is created by virtue of this provision, both the purpose and particularized Objectives shall be clearly set out in, and the Management Committee shall also specify the Timeframe for carrying out the specified purpose
The office of such a Person or Committee shall come to an end either at the completion of the specified purpose or at the expiration of the specified Timeframe, except where the Management Committee extends Time.

Article 11 – Election and Term of Officers

In this section, the peculiar purpose and objectives of the Association are a primary consideration, and it is recognized that most members will ordinarily be otherwise occupied with their primary Professions, Work Commitments etc and further, that most work will be undertaken by the Management Committee, albeit in a Transparent manner.
This section recognizes the Rights and Privileges of the Founders of this Association.
All Association Officers (with the exception of the Chairperson) shall be elected for a 3 year term, with a maximum 6 year continuous tenure. Where at the end of an executive officer’s maximum term in office of 2 consecutive tenures, and the Electoral Committee receives no nominations for election into that office, other than the nomination of the Executive Officer whose tenure has ended, the incumbent should be included on the ballot for that position, notwithstanding the number of terms they have already served in that position.
Nominations will be obtained from the Membership, except for the Office of the Chairperson, as this Constitution already provides a means of election to that Office, otherwise Votes will be taken at the Association’s Annual Meeting or via email.
Proxy voting at the meeting is not allowed since absent members can vote via email.
The Management Committee shall appoint a committee of 2 (“the electoral committee”) to supervise the election. The Electoral Committee is a PBA ad-hoc committee convened to conduct one election (though committee members may be re-nominated for similar roles in subsequent events).
Apart from normal electoral duties, the committee is responsible to ensure that:
Contestants are bona-fide Full PBA members with Voting Rights, for instance not owning the Association any outstanding debt; and
Votes are cast by bona-fide registered PBA membership

Article 12 – Impeachment of Officers

Section 1- Procedure

No Association Officer shall be impeached or removed from office until a full and complete hearing has been conducted. Any Impeachment proceeding shall be done on the twin principles of Procedural Due Process and Fair Hearing.

An Impeachment proceeding against a serving Officer may commence at the Recommendation of the Management Committee, that is where at least two-third members of the Management Committee support a Motion for the commencement of Removal from Office of one of their own

An Impeachment proceeding against a serving Officer may commence at the presentation to the Management Committee of a Notice of Intent to remove an Officer from Office by at least two-fifth of all verified members in good standing, on the Register of the Association

In all cases where there is an intention to remove an Officer from Office, particulars of Allegations against such an Officer must be presented.

Where either the threshold in (2) or (3) above is met, then:

The Secretary shall notify both the Management Committee and the entire Association of an Intention to remove the concerned person from office but if it is the Secretary that is intended to be removed, then the Chairperson shall make such a Notification

The Notification shall contain the particulars of Allegations against the concerned Officer.

The Management Committee shall institute a Panel (Disciplinary Committee) to conduct a Hearing into the Allegations against the Officer sought to be removed, provided that the said Officer shall be given no less than 21 days to respond to the said Allegations either in Writing or at a Hearing. The Response shall deal with each Particularised Allegation.

The Disciplinary Committee shall have a Chairman and a Secretary and the Committee shall conduct its Affairs under the twin principle of procedural Due process and Fair Hearing, including giving all stakeholders in the matter to make their individual presentations in Writing or at a Hearing as directed by the Committee.

Upon the Conclusion of its mandate, the Disciplinary Committee shall send its Report, including any Findings to the Management Committee.

Upon receipt of the Report, the Management Committee shall send an Executive Summary to the entire Membership of the Association, and a Vote to be called on the Matter shall form part of the Agenda at the next Meeting of the Association.

A two-thirds vote of all members present and voting at such a Meeting shall be required for the purpose of removing an Officer from his position.

Article 13 – Resignation and Expulsion of Members

12.1 Resignation

Any member can resign from PBA at any time.

Resignations should be in writing by e-mail directly to the Management Committee. Following the receipt of the Resignation Notification, such should be announced to the entire Membership in order to make the situation widely known and stop Membership privileges to the Resigned Member.

Once received, the Treasurer/Financial Secretary will establish whether there are any outstanding Payable(s) due from or to the Resigning member, and every reasonable effort shall be made by the Treasurer/Financial Secretary to give a financial status clear-up relating to the Resigned member.

Where there is a resignation of a member of the Management Committee, then provided there are at least 3 remaining active members of the Management Committee, the remaining members of the Management Committee shall determine whether to nominate a replacement from amongst the PBA membership until the vacated Office is voted for, or to serve out the remainder of their term with the reduced number of Management Committee officers. Any nomination for replacement by the remaining Management Committee must be made within 3 months of the Resignation and must be notified to the Association immediately thereafter.

Where a majority of the members of the Management Committee resign at the same time, the Chairperson shall call for a bye election to be held within 4 months of such resignations.

12.2 Expulsion/Temporary Suspension of Members

Just Cause

No member shall be expelled or temporarily suspended, except for failure to comply with this Constitution or for Misconduct which brings Discredit to the Association.

Right of Hearing

No member shall be expelled or temporarily suspended, except at a General Meeting of members and only after the Management Committee has made a full and complete hearing. The Management Committee shall contact the member in question so that all sides have adequate time to present their case to the Management Committee Hearing. The Management Committee may hear the Complaints or appoint and delegate its powers on such issues to a Committee of at least three (3) Members.

Procedure in an expulsion situation

Upon recommendation by the Management Committee, written notice by e-mail of at least fourteen (14) days prior to the General Meeting of the Association at which the Expulsion or Temporary Suspension Recommendation will be considered. A majority vote of the membership present and voting at the said meeting shall be necessary to expel the member.

Article 14 – Amendments

Any proposed amendment or addition to this constitution must be submitted in writing to the Management Committee. It shall then be read aloud at one meeting and shall be voted upon at the next meeting. The proposal shall be passed by an affirmative vote of at least two-thirds majority of members present at a general meeting before being adopted.

Article 14-Dissolution

Only upon a majority vote of two thirds or more of the total membership may this Association be dissolved. Upon dissolution, the outstanding Net Assets of the Association, if any, shall be given to nominated Charity/Charities. This decision shall be made by a simple majority of the Members present at a meeting which has a quorum.