Our Constitution

1. Name and area covered:
1.1 The name of The Association shall be Hillside Residents Association. For the purposes of this document it will be referred to as ‘The Association’.
1.2 The Association is for the residents of the communities of Darley Hillside, Northwood & Tinkersley and Two Dales, all within the area of Darley Dale, Derbyshire.
2. Aims – General:
2.1 To promote and represent the interests of the residents and in particular to protect and conserve the special qualities of the beautiful area in which these communities sit, including protecting and promoting biodiversity.
2.2 To take a particular interest in planning applications and other developments within our area. As required to provide the Hillside Residents Association response to proposals (this does not remove the need for individuals to respond) and to provide representation at associated meetings, Planning Inspectorate Appeals Hearings etc.
2.3 To provide regular information to members and to consult with the community on matters of concern.
2.4 To build a working relationship and improve communications with key bodies in the area, including Northwood & Tinkersley Parish Council, Darley Dale Town Council, Derbyshire Dales District Council, Derbyshire County Council, Derbyshire Wildlife Trust and Derbyshire Police. Great care will be taken to influence and support these organisations but not to duplicate their responsibilities.
2.5 To act as a representative body with any interested party on matters which directly or indirectly affect the members of The Association.
2.6 To raise funds to meet the aims of The Association.
2.7 As appropriate to purchase assets (e.g. woodland) on behalf of members for the benefit of all communities and visitors.
2.8 To work with other communities and groups on matters of common interest.
3. Equal Opportunity Statement:
3.1 The Association is committed to placing equal opportunities at the core of all practices, procedures, policies and in our relations with all people who come into contact with us.
3.2 The Association will promote equality of opportunity to the members and the wider community we serve.
3.3 The Association will act as an advocate for vulnerable or marginalised residents to ensure that they have a voice.
4. Membership:
4.1 Full membership is open to all residents of the communities covered by The Association. Full members shall have an equal vote.
4.2 A register of all members shall be kept by the Secretary of The Association. In the first place this will be taken as the current mailing list.

4.3 All members should actively seek to positively represent The Association and to share their view with The Association through either its website contact point or direct with Committee Members.
4.4 All Members shall receive a copy of the constitution, which will also be on The Association website.
4.5 A Member ceases to be a member automatically upon informing the Secretary in writing/email that they no longer wish to be a member or if they cease to be a resident of the communities covered.
4.6 A ‘Friends of the Association’ register will be kept of people who wish to support or be informed of the activities of The Association but who are not members. This may include past members who have left the area but are still interested in keeping in contact with the community. Friends of the Association will not be eligible to vote at the AGM.
4.7 In the event of persistent inappropriate behaviour which adversely impacts The Association and its members, membership can be suspended or withdrawn by a two third majority vote of the Committee. In this situation the person has the right to have the action reviewed at The Association’s next open meeting.
5. Annual General Meetings:
5.1 The Secretary will arrange for the Annual General Meeting to take place within 13 months of the date of the start of The Association or the previous AGM.
5.2 At the AGM the Committee will:

•  Report on its work during the previous year.

•  Present a verified or audited account.

•  Stand down and be subject to member re-election

•  Consider any resolutions or proposals by members. This should include changes to the constitution.

•  Vote on changes to the Constitution.

5.3 The Secretary will inform all members of the time and venue of the AGM at least one month before the meeting. A Request for any proposals to put to the AGM and any nominations for the committee will be included with the invite to the AGM.
5.4 The Secretary will send the following information to members at least 14 days prior to the AGM:

•  The AGM agenda

•  Minutes of the last AGM

•  Names and nominations to the Committee, including adjusting Committee membership to represent the membership numbers of the three communities covered

•  Notice of resolutions or proposals, including changes to the constitution

•  A copy of the verified or audited annual accounts

6. Other Open Meetings:
6.1 The Association will hold at least one open meeting per annum which will be the AGM.

6.2 Other open meetings may be held as required to address specific issues or concerns. Should the Association seek to purchase land on behalf of the community this decision will be explained and put to the vote at a special open meeting.
6.3 All decisions made at these meetings will be by simple majority of members and will be binding on the Committee.
7. The Committee:
7.1 The Association will be managed by a Committee, annually elected at the AGM. The Committee Members will be expected to follow the Nolan Seven Principles of Public Life (attached as Appendix 1)
7.2 The Committee shall include a Chair, Vice-Chair, Secretary and Treasurer (these last two roles may be carried out by one person) who will be classed as the Executive Officers. The Committee will not exceed 10 members and seek to be representative of the three communities served, to be adjusted as necessary in line with membership numbers at each AGM.
7.3 Initially the Committee will be established by a request for nominations and on the basis of 2 or 3 members for Northwood & Tinkersley, 3 or 4 for Darley Hillside and 2 or 3 for Two Dales.
7.4 The AGM will then elect future Committee members.
7.5 The Committee will meet a minimum of 3 times a year. The time and venue for these meetings to be decided by the Committee.
7.6 The Secretary will ensure that minutes are taken, a draft circulated to Committee Members within 2 weeks of the meeting, that these are verified by email to Committee Members as an accurate record and then will be published on the website to be available to all members.
7.7 If a Committee member fails to attend 2 successive meetings without giving adequate apologies, the Chair shall ask, in writing, for their resignation.
7.8 The Committee may co-opt people with specialist knowledge onto the Committee to assist on specific items for a defined and short as necessary period of time, they will not be able to vote on Committee matters.
7.9 The Committee can establish Sub-Committees on a permanent or temporary basis to deal with specific issues or requirements, these may meet as often as deemed necessary. A Committee member will Chair the Sub-Committee and report back on its activities to the Committee, membership of the Sub-Committee can be any Association members.
7.10 The Committee has the right to employ staff or others on such terms as may be deemed necessary
7.11 The Committee may enter into legal or commercial agreement for the purpose of achieving the aims of The Association, as deemed necessary.
7.12 The Committee agrees to give decision making powers to the Executive Officers (Chair, Vice Chair, Secretary and Treasurer) on matters arising needing a decision between committee meetings.
8. Rules of procedure at all meetings:
8.1 For open meetings (e.g. AGM) 10% of the members will constitute a quorate open meeting. All decisions made at a quorate meeting of The Association will be carried by a simple majority vote.

8.2 The Committee shall be quorate if 33% of members are present but this must include the Secretary or Treasurer.
8.3 In meetings where the quorum is not achieved no decisions can be made. The meeting should be reconvened, ideally within one week.
8.4 All questions or resolutions put forward at any meeting will be decided by a simple majority of those present and entitled to vote. This will normally be by a show of hands, except where it is agreed to hold a confidential poll.
8.5 In the case of an equal number of votes the Chair will have the casting vote.
8.6 If notified in advance the Secretary can make arrangements for those members who are unable to exercise their vote personally to vote by proxy. Proxies may not speak on behalf of the person at the meeting.
8.7 Minutes will be taken at all The Associations meetings. These will be kept by the Secretary and will be available, once verified, on the website.
8.8 The Committee shall have the power to adopt Standing Orders or Rules for The Association. Copies will be available on the website.
9. Finance:
9.1 At the first meeting of the Committee a resolution will be made to establish an appropriate Bank or Building Society account in the name of The Association.
9.2 All monies raised by The Association or on its behalf will be used to further the aims of The Association and for no other purposes.
9.3 Members will not be required to make a joining fee but donations to support The Association will be welcomed.
9.4 The Treasurer will keep proper receipts and payment accounts of the finances of The Association.
9.5 The Treasurer will provide regular reports on the finances of the Association to the Committee, at a minimum at each Committee meeting.
9.6 The Account shall be established in line with the providing Bank or Building Society required approval processes, recognising that most if not all transactions will be electronic. Ideally there will be three signatories nominated by the Committee, one of which must be the Treasurer for major expenditure, level to be agreed by the Committee. No signatories shall be related or reside in the same house. All major expenditure cheques or drafts must be signed by two of the three signatories.
9.7 The Account may have a debit card for minor payments, level to be agreed by the Committee.
9.8 The Treasurer shall submit the accounts for Independent Inspection to an independent person or body qualified to carry out this role and who has been appointed at the AGM each year.
10. Information and communications:
10.1 The Association will provide information to all residents and members on issues, concerns and activities of The Association. This will be achieved via a website available to all and also electronic newsletters to members.

​10.2 Every member of the Association will be given a copy of the Constitution when they join. Changes to the Constitution will be voted on at the AGM and any updated versions provided on the website.
10.3 The Association is committed to openness and transparency and the website will be the main source of information, for example Committee and other meeting minutes, progress reports, financial reports etc will be available via the website.
11. Changes to the Constitution:
11.1 The Constitution can only be changed at an AGM or at a Special General Meeting called for that purpose.
11.2 Proposed changes to the Constitution must be provided to the Secretary at least one month before an AGM or Special General Meeting at which the proposal will be discussed and voted on.
11.3 Changes to the Constitution will only be effective if agreed by 67% of the members voting at the meeting.
12. Dissolution:
12.1 A proposal to dissolve The Association can be put forward in two ways. Firstly if the Committee decide, by a simple majority to propose the dissolution and the Secretary will then be asked to convene a Special General Meeting of members to discuss and vote on the proposal Secondly if members wish to dissolve The Association at least 10% of the membership must write to the Secretary who will arrange a Special General Meeting to discuss and vote on the proposal.
12.2 A proposal to dissolve The Association shall take effect if agreed by a simple majority of the members attending the meeting.
12.3 The Association can only be physically dissolved if arrangements are made for funds, possessions and assets to be transferred to a successor organisation who has similar community objectives as The Association.
12.4 All records relevant to The Association will be held by the successor organisation for the statutory or other period agreed.
Approved by the Management Committee of Hillside Residents Association on 12 February 2025

Signed on behalf of the Management Committee:
Chair:
Print name: Barry A Mellor
Date: 14 February 2025

Author: B A Mellor
Date: 14 February 2025
Version: 1.0

Appendix 1

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The Nolan Seven Principles of Public Life
The Nolan principles are a set of ethical standards which apply to anyone who works in the public sector or provides public services. The personal standards are:
1. Selflessness: Should act solely in terms of the public interest.
2. Integrity: Must avoid placing themselves under any obligation to people or organisations that might try inappropriately to influence them in their work. They should not act or take decisions in order to gain financial or other material benefits for themselves, their family of their friends. They must declare and resolve any conflicts of interest.
3. Objectivity: Must act and take decisions impartially, fairly and on merit, using the best evidence and without discrimination or bias.
4. Accountability: Are accountable to the public they serve for their decisions and actions and must submit themselves to the scrutiny necessary to ensure this (e.g. regular communications, AGM).
5. Openness: Should act and take decisions in an open and transparent manner. Information should not be withheld unless there are clear and lawful reasons for so doing (e.g. personal data protection, commercial confidentiality).
6. Honesty: Should always be truthful.
7. Leadership: Should exhibit the above principles in their own behaviour and treat others with respect. They should actively promote and robustly support these principles and challenge poor behaviour wherever it occurs