Covenants, rules, and triennials › Declaration of Trust
THIS DECLARATION OF TRUST IS made the 4th day of May 2011
By
STEPHEN CUTHBERT COLLlNGWOOD of 6 Hunters Way, Croydon CRO SJJ,
ANN-MARIE FRANKLYNN of 7 Caroline Close, Croydon CRO 5JU,
ERICA TOWSEY of 10 Hunters Way, Croydon CRO SJJ and
DAVID ELLlS 14 Caroline Close, Croydon CRO SJU
Who are together called "the Trustees" which expression shall include the Trustees for the time being of this Trust.
Whereas
1. This Declaration of Trust is supplemental to the original Declaration of Trust made the 13th December 1968 by Stephen Stuart Williams and John Ernest Dunkling (the Original Declaration)
2. The Estate as defined in the Original Declaration has been fully developed and comprises 26 freehold houses known as 1-12 Hunters Way Croydon and 1-14 Caroline Close Croydon.
3. The 26 freehold owners of the houses on the estate are referred to in this Deed as the Owners
4. Hillmere Management Limited (“Hillmere") is the owner of the roads known as Hunters Way and Caroline Close and the amenity areas all shown speckled black and surrounded by a thick black line on the plan attached (the Estate) and such land is registered in the name of Hillmere at the Land Registry with freehold title absolute under title number SGL 139 386.
5. Hillmere is incorporated under the Companies Acts and has an authorised share capital of £100 divided into 100 ordinary shares of £1 each all of which have been issued.
6. The Trustees who are owners of houses on the Estate are the current Directors of Hillmere and are registered as the owners of the 100 shares jointly on behalf of themselves and the other 22 owners
7. It is intended that when a trustee resigns or retires he / or she no longer jointly own the shares
8. The Owners contribute equally to the expenses of the Hillmere and the maintenance and repair of the Estate in accordance with the rules set out in the Schedule in the Schedule to this Deed
NOW THIS DEED WITNESSES:-
1. The Trustees shall hold the shares upon trust for the Owners in the proportion of (one twenty-sixth) for each owner.
2.1. The provisions of the Schedule shall apply to the appointment of new or additional trustees and to enable the Trustees to ascertain the wishes of the Owners
2.2. The Trustee shall do all things necessary to give effect to any special resolution of the Owners passed in accordance with the provisions of the First Schedule
3. The provisions of the First Schedule may be varied or added to from time to time by any Deed or Deeds executed by the Trustees acting on the authority of a special resolution of the Owners.
4. Any trustee who is engaged in any professional business may charge and be paid such fees for his services in such a sum as shall from time to time be authorised in accordance with the First Schedule. In witness the Trustees have executed this document as their Deed the day and the year first before written
Signed by STEPHEN CUTHBERT COLLlNGWOOD
as his Deed in the present of:-
Signature of witness
Name of witness
Address of witness
Signed by RICHARD GUEST
as his Deed in the presence of:-
Signature of witness
Name of witness
Address of witness
Signed by ANN-MARIE FRANKLlN
as her Deed in the presence of:-
Signature of witness
Name of witness
Address of witness
Signed by ERICA TOWSEY
as her Deed in the presence of:-
Signature of witness
Name of witness
Address of witness
Signed by DAVID ElLlS
as his Deed in the presence of:-
Signature of witness
Name of witness
Address of witness
THE FIRST SCHEDULE
CONSTITUTION OF THE TRUSTEES
1.1. The following terms shall have the following meanings:-
The Trustees meaning Stephen Cuthbert Collingwood of 6 Hunters Way, Croydon CRO SJJ, Richard Guest of 1 Caroline Close, Croydon CRO SJU, Ann-Marie Franklin of 7 Caroline Close, Croydon CRO SJU, Erica Towsey of 10 Hunters Way, Croydon CRO SJJ, David Ellis of 14 Caroline Close, Croydon CRO SJU
Hillmere meaning Hillmere Management Limited (Company Registered Number 942636) of Caroline Close, Croydon CRO SJU
Owners meaning The Freehold owners of numbers 1 to 12 inclusive Hunters Way, Croydon and numbers 1 to 12 and 14 and 16 Caroline Close Croydon
1.2. The Trustees are the current trustees of the shares in Hillmere and each shall hold office until he dies resigns or is removed by a General Meeting under paragraph 9 of this Schedule whichever shall first occur.
1.3. Subject thereto the trustees of this Deed shall be appointed by the Owners who shall act at a General meeting of Owners constituted as hereinafter provided and hereinafter referred to as a General meeting.
1.4. Any trustee may at any time resign his office by notice in writing left at the registered office for the time being of Hillmere
2.1. There shall be not less than two or more than five trustees whose duty is to exercise the powers of voting conferred upon them by the shares in the Hillmere vested in them and the day-to-day control of Hillmere vested in them by virtue of their apportionment as Directors of Hillmere in the common interest of the Owners. New or additional trustees hereof shall be appointed as provided by paragraphs 8 to 12 inclusive of this Schedule.
2.2. Every trustee shall as a condition of his apportionment as a trustee execute a declaration of his willingness to accept the trusts hereof and a formal undertaking that he will at all times (whether he still is a trustee or shall have ceased to be a trustee) execute and do and concur in executing and doing all such transfers appointments and other documents acts and things as shall from time to time be necessary in order to ensure-
2.2.1. That all of the said 100 shares in the capital of Hillmere are for the time being registered in Hillmere's register of members in the joint names of the trustees and in the name or names of no other persons, and
2.2.2. That each of the trustees is for the time being a Director of Hillmere and that no other person is for the time being such a Director
2.3. The formal undertaking referred to in sub-paragraph 2.2 of this paragraph 2 shall at all times remain binding on the person executing the same and (in so far as may be requisite) for ensuring the matters referred to in sub-paragraph 2.2 shall be and remain binding on his personal representatives.
APPOINTMENT AND ORGANISATION OF TRUSTEES
3. The Trustees shall appoint a Chairman. The Chairman (if present) shall preside at all meetings of the trustees. In the absence of the Chairman the meeting shall appoint another trustee to preside.
4. Each Trustee shall have one vote. In the event of an equality of votes the person presiding shall have a second or casting vote.
5. Subject as aforesaid all decisions of the trustees shall be made by a majority present and voting at a meeting duly constituted.
6. The quorum at a meeting of the trustees shall be two.
7. The Trustees shall be keep minutes of their proceedings and any such minutes when duly signed by the person presiding at the next meeting of the Trustees shall be evidence of the matters recorded therein.
8.1. At any General Meeting further trustees may be appointed to increase the number of trustees to not more than five. If at any Ordinary General Meeting there shall be less than two trustees a further trustee or trustees shall be appointed at such Ordinary General Meeting to increase the number of trustees to at least two.
8.2. The Trustees shall from time to time determine by lot among themselves the order in which they are to retire by rotation so that one of them shall retire at each Ordinary General Meeting in accordance with paragraph 12 hereof.
9.1. A General meeting may by Special Resolution at any time remove a Trustee
9.2. Casual vacancies among the trustees arising by death resignation retirement or removal or otherwise howsoever may be filled by the remaining trustees appointing another person provided that any person appointed to be a trustee under this subparagraph shall retire at the next Ordinary General Meeting but shall be eligible for reappointment. Any such retirement shall be additional to any retirement at such Ordinary General Meeting in accordance with paragraphs 8 (ii) and 12 hereof
9.3. Any trustee who ceases to be a Director of Hillmere or who not yet having become a Director of Hillmere becomes incapable of becoming such a Director by virtue of any statutory provisions shall in either such case ipso facto cease to be a trustee.
10. Subject to paragraph 11 hereof all vacancies arising amongst the trustees at any Ordinary General Meeting shall be filled at that Meeting.
11. Any Ordinary General Meeting may resolve not to fill any vacancy so long as the number of Trustees will not thereby be reduced below two.
12. Subject aforesaid on trustee shall retire by rotation at Each Ordinary General Meeting.
13. Subject aforesaid the trustees may regulate their own procedure.
POWERS AND DUTIES OF TRUSTEES
14. The Trustees shall exercise their voting powers as shareholders in Hillmere and their powers as Directors of Hillmere in the common interest of the Owners.
15. The Trustees shall not in the exercise of their voting powers as shareholders in Hillmere or their powers as Directors of Hillmere do any of the following acts except with the consent of the Owners expressed by means of a Special Resolution passed at a General Meeting:-
(a) Vote for or permit any alteration in the Memorandum or Articles of Association of Hillmere
(b) Vote for or permit any increase or alteration in the authorised share capital of Hillmere
(c) Vote for or permit any further shares in Hillmere to be issued
(d) Vote for or permit Hillmere to go into a members voluntary winding up
(e) Vote for or permit any person other than a trustee appointed under this Deed to be a Director of Hillmere
(f) Do or abstain from doing or neglect to do any act which will or may result in Hillmere being removed from the Register of Companies
(g) Sell or distribute any of the trust property
GENERAL MEETINGS
16. All Owners shall be entitled to attend any General Meetings of Owners. Any Owner may by writing appoint a proxy to attend and vote on his behalf
17. Each Owner shall be entitled either on a show of hands or on a poll to one vote in respect of each house on the Estate owned by him.
18. The Chairman of the Trustees shall preside at a General meeting. In his absence the meeting shall appoint a person to preside.
19. Voting shall be by show of hands unless one or more of the Owners (or his or their proxy or proxies) entitled to thirteen votes or more shall before any vote is taken demand a poll. The poll shall be conducted by the Trustees who may make regulations for the effective conduct thereof. In the event of an equality of votes the person presiding at the meeting in the case of a show of hands or the Chairman of the Trustees in the case of a poll shall have a further or casting vote.
20. No resolution shall be carried save by a majority of the votes cast
SPECIAL RESOLUTION
21. In this Deed a Special Resolution means a resolution supported by at least twenty votes
ORDINARY GENERAL MEETINGS
22. The Trustees shall on receipt of the budget prepared by Hillmere for the administration of the Estate and before approving the same call an Ordinary General Meeting of the Owners at a time and at a place fixed by the Trustees. The Trustees shall take account of all votes and resolutions passed by the Owners in giving or withholding their approval to the proposed budget.
23. The Trustees shall in Two Thousand and Twelve thereafter once in every third year at a time place to be fixed by the Trustees convene an Ordinary General Meeting of the Owners to conduct the following business:-
(a) To receive and approve the minutes of the previous General Meeting and of any Special General Meeting held since its date, such minutes when approved and signed by the person presiding shall be evidence of the matters recorded therein.
(b) To receive the report of the Trustees
(c) To receive the proposed budget of Hillmere for the ensuing years
(d) To appoint trustees and to fix their remuneration (if any)
(e) To receive resolutions of which at least three weeks' notice of Motion supported by at least ten votes has been given in writing to the Trustees as to the exercise by the Trustees of their votes and directors powers in Hillmere
(f) To transact such other business of which at least three weeks' previous notice in writing shall have been given to the Trustees or which shall be admitted by the person presiding at his discretion.
24. Notice of each ordinary General meeting shall be sent by the Trustees to each Owner not later than twenty-eight days before the day fixed for the meeting. Provided that omission to given any such notice shall not invalidate a meeting. Such notice shall specify the time and place of the meeting and the business to be transacted thereat
SPECIAL GENERAL MEETINGS
25. A Special General meeting may be called at any time by the Trustees and shall be called by them on receipt of a notice in writing requesting the same and signed by at least ten Owners or a person owning at least thirteen plots on the Estate. The notice summoning such meeting shall be given in the same form and manner mutatis as notices summoning an Ordinary General meeting called under paragraph 24 of this Schedule
THE SECOND SCHEDULE
TRUSTEES DECLARATION OF WILLINGNESS
This Declaration is made pursuant to paragraph 2.2 of the Declaration of Trust made the day of 2011 by Stephen Cuthbert Collingwood, Richard Guest, Ann-Marie Franklin, Erica Towsey and David Ellis (lithe Declaration of Trust") and confirms that I am willing to accept the Trusts set out in the Original Declaration and I undertake with the Owners as defined in the Declaration that I will whether before or after I have ceased to be a Trustee execute and do and concur in executing and doing all such transfers appointments and other documents acts and things as shall from time to time be necessary in order to ensure:-
(a) That all of the 100 issued shares in the capital of Hillmere Management Limited are for the time being registered in Hillmere's register of members in the joint names of the Trustees from time to time and in the name or names of no other person and
(b) That each of the Trustees is for the time being a Director of Hillmere and that no other person is for the time being a Director
Dated this fourth day of May 2011
Signed
NOTICES
26. Section 196 of the Law of Property Act 1925 shall apply to any notice required or authorised to be served under any provision of this Deed.
INTERPRETATION
27. Any reference to this Schedule to the masculine gender shall also include a reference to the feminine gender.