1. The name of the Society is The Friends of Regent’s Park (“the Friends”).
2. The aims and objects of the Friends are:
- To promote and encourage the conservation and preservation of Regents Park (including that northernmost part of the Park commonly known as Primrose Hill) (“the Park”) with a view to ensuring that the Park remains and is enhanced as an area of natural beauty and attractive man-made park land; and as such affords relaxation, recreation and the benefits of tranquillity to the general public.
- To stimulate public interest in the Park, its history, development, and current use with a view to promoting, preserving and if possible enhancing the Park’s distinctive character, as originally conceived by its Architect, John Nash. Namely that of parkland laid out within a built up urban environment so that the parkland creates, for visitors, the illusion of countryside within the city with all the implications for recreation, relaxation and enjoyment that such an illusion affords for Londoners and visitors to London.
- To scrutinise and review the way the Park is administered (currently by the Department of National Heritage as assisted by its contractors), with particular reference to the standards of landscape gardening whether at the planning or the execution stage. Also to monitor and where appropriate lobby the appropriate authorities and regulations and any proposed amendments, modifications or additions to them. Similarly to co-operate with, scrutinise, review and where appropriate lobby the Royal Parks Constabulary, the Crown Estates Paving Commission, the Crown Estates, and the London Boroughs of Camden and the City of Westminster in relation to the Park.
- To publish newsletters, brochures, leaflets and, by public meetings, organised walks, social events and otherwise to encourage and promote discussion and where appropriate debate relating to (i)-(iii) above. All such actions to involve whenever appropriate the Department of National Heritage, the Crown Estates Paving Commission, the Royal Parks Constabulary, the London Boroughs of Camden and the City of Westminster, the Zoological Society and interested members of the House of Commons or the House of Lords.
- To subscribe to, become a member of or co-operate or support in any lawful way and corporation, society or other body of persons, incorporated or unincorporated in the UK or abroad where such other individuals, bodies or corporations have objects or aims broadly similar to those of the Friends; and to affiliate or otherwise associate or co-operate with or subscribe to such other bodies particularly, but not as a limitation, the “Forum” of “Friends” societies for the Royal Parks of Bushey, Greenwich, Hyde Park, St. James, Kensington Gardens, and Richmond.
- To publish and distribute journals, pamphlets, reports, books, videos, films and tapes concerning the Park and the activities of the Friends; and to sell or lease or hire out goods whose appearance or content is related to the Park in some way.
- To encourage schools, and particularly those situated close to the Park, to participate in the activities of the Friends.
- The Friends shall undertake these voluntary responsibilities for its membership and for Park visitors generally, so that whenever and wherever possible the character, amenity value and administration of the Park is improved: and the carrying out of horticultural and gardening activities and the provision of catering services as far as possible is done within the Park in a way sensitive to the Park’s history and character; the like considerations shall apply, whenever appropriate, to the Villas within the Park, and their gardens, such Villas having freeholds which belong to the Crown but leasehold interests which are granted to private individuals or corporations.
3. In furtherance of the foregoing aims and objects but not otherwise the Friends may:
- Employ editors, officers (including publicity, marketing and public relations consultants) as may reasonably be required for the purposes of the Friends;
- Form and maintain a library of literature, photographs, videos and other material in connection with the Park’s history, use and development;
- Purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges necessary for promoting the aims and objects of the Friends;
- To borrow or raise money for the exclusive purposes of the Friends on such terms and on such security as may be thought fit;
- To invest the monies of the Friends not immediately required for its purposes in or upon such investments, securities or property as ay be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may from time to time be imposed or required by law;
- To do all such other things as will further the aims and objects of the Friends provided that should the Friends take or hold any property which may be subject to any trusts, the Friends shall only deal or invest the same in such manner as is allowed by law having regard to such trusts.
Any person over the age of 18 years who is in sympathy with the objects of the Friends and any company, partnership or other legal personality incorporated or unincorporated who or which is in sympathy with the objects of the Friends may apply in writing to the Managing Committee for membership.
The Managing Committee may request reasonable information from an applicant before granting membership.
The Committee shall not reject an application without sufficient reason.
- There shall be an annual subscription to cover the period January 1st to December 31st inclusive in any calendar year for members of an amount to be determined from time to time by the Managing Committee of the Friends. The Managing Committee shall have the discretion to fix a different subscription shall be paid on such dates and in such manner as may be prescribed from time to time by the Managing Committee.
- The Managing Committee may confer Honorary Membership on any person or body in its discretion and it may reduce or waive the subscription for any member or category of members.
6. Termination of Membership
A member may resign by written notice to the Secretary of the Friends.
The membership of any person or body shall cease if such person or body is in arrears with the relevant subscription for six months (or such longer period as the Managing Committee shall decide).
The Managing Committee shall have the right to terminate a person’s membership but only after the member has had a fair opportunity of being heard.
7. General Meetings
- The first Annual General Meeting of the Society shall be held not later than the 21st day of September 1993. An Annual General Meeting of the Friends shall be held once in every calendar year subsequently.
- Not more than eighteen months shall elapse between the date of one Annual General Meeting and the next.
- Resolutions for consideration at the Annual General Meeting shall be submitted to the Secretary in writing, signed by at least five members, not less than twenty-one days before the meeting.
- The business to be transacted at an Annual General Meeting shall include:
- Considering the work of the Friends during the previous year;
- Considering and approving the Friends’ accounts;
- The election of members of the Managing Committee;
- The appointment of qualified auditors;
- Considering and, if thought fit, passing any resolution notified in accordance with Rule 7(iii).
- A Special General Meeting of the Friends shall be called by the Managing Committee on a written request to the Secretary from
- The Managing Committee, or
- Any ten members of the Friends.
- Subject to the foregoing rules, General Meetings shall be held at such time and place as the Managing Committee shall determine and shall be called on behalf of the Managing Committee by the Secretary giving at least fourteen days clear notice in writing to each member. Notices shall contain details of the business to be discussed and the text of any resolutions which, in the case of an Annual General Meeting, having been submitted in accordance with Rule 7(iii) and, in the case of a Special General meeting, are contained in a request under Rule 7(v).
- With every notice convening an Annual General meeting, the Secretary shall send a copy of the audited accounts for the last completed financial year (together with a report, to be prepared by the Managing Committee, of the Friends’ work since the previous Annual General Meeting or, in the case of the first such report, since the formation of the Friends).
8. Procedure at General Meetings
- The quorum for transaction of business at any General Meeting shall be fifteen members.
- The Chairman of the Managing Committee shall preside as Chairman of every General Meeting. In the absence of the Chairman within fifteen minutes of the start of the meeting, or if there is no Chairman or none willing to act, the members present may choose another member of the Managing Committee to act as Chairman.
- Each member shall have one vote. Voting shall be conducted in accordance with rules laid down by the Managing Committee. In the absence of any rules, voting shall be by show of hands.
- In the case of an equality of votes, the Chairman of the meeting shall not have a second or casting vote.
- No resolution may be passed at a General Meeting unless due notice to members has been given in accordance with these rules.
9. The Managing Committee
- The affairs of the Friends shall be managed by a committee of members (“the Managing Committee”)
- The Managing Committee shall be entitled to exercise all the powers of the Society except any which are required to be exercised in general meeting.
- The Managing Committee shall consist of at least four and not more than twelve members of the Friends.
- One-third of the members of the Managing Committee shall retire at the Annual General Meeting each year but shall be eligible for re-election. Retiring members shall be eligible for re-election. Retiring members shall be those who have been longest in office, as between members who have the same length of office, retiring members (in the absence of agreement shall be chosen by lot.
- Vacancies in the Managing Committee (up to the permitted maximum) may be filled at each Annual General Meeting. Nominations for membership of the Managing Committee must be received by the Secretary at least fourteen days before the meeting. A nomination shall be valid only if made in writing and signed by at least two members of the Friends and (to signify his consent) the nominated member. In the case of a vacancy for which there is no nomination, persons nominated at the Annual General Meeting shall be
eligible for election to that vacancy so long as the nominee has been a member of the Friends for at least six months.
- The Managing Committee may at any time or times appoint a member to fill a casual vacancy. His appointment shall come to any end at the next Annual General Meeting but he shall be eligible for election at that meeting.
- The Managing Committee shall have power to enter into contracts for the purposes of the Friends on behalf of the members of the Friends.
- The Managing Committee may co-opt any individual, company or partnership to assist it in exercising its powers. Such individual(s), firms or companies shall not be entitled to vote (see 11.3 below) but they or their representatives otherwise shall participate fully in the Managing Committee’s affairs.
The Managing Committee shall appoint from among its members the following officers:
and such officers as it from time to time decides.
11. Proceedings of the Managing Committee
- The quorum for a meeting of the Managing Committee shall be (three).
- The chair at the meetings shall be taken by the Chairman. In the absence of the Chairman, a chairman shall be selected from the members present.
- All questions arising at a meeting of the Managing Committee shall be decided by a simply majority of the members of the Committee attending the meeting. In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote.
- The Committee shall lay down its own procedures but only so far as consistent with the provisions of this Constitution.
- The Managing Committee may revocably delegate any of its powers to a member or to a sub-committee of its own members. Any such member or sub-committee shall act strictly in accordance with the instructions of the Managing Committee and shall not incur expenditure except as expressly authorised by the Managing Committee. All acts and proceedings of the sub-committee shall be reported to the Managing Committee as soon as possible.
- A written resolution signed by all the members for the time being of the Managing Committee shall be as effective as if it had been properly passed at a duly constituted meeting of the Managing Committee. Any resolution may consist of separate documents in like form each signed by one or more of the members of the Managing Committee.
- The proceedings of the Managing Committee shall not be invalidated by any defect in the election appointment or qualification of any member.
Proper minutes shall be kept by the Secretary of the proceedings of all meetings of the Managing Committee.
- The money and other assets of the Friends shall be applied in furthering the objects of the Friends and not for any other purpose but this shall not prevent payment in good faith of reasonable and proper remuneration to any employee of the Friends or the repayment to members of the Managing Committee or any sub-committee of reasonable out-of-pocket expenses.
- The Treasurer shall keep proper records of the Friends’ financial affairs and shall report regularly to the Managing Committee.
- Annual accounts shall be prepared to each December 31st (or such other day as may for the time being be agreed in general meeting). The accounts shall be audited by one of more auditors appointed at the Annual General Meeting.
- The Friends shall open and maintain a bank account or accounts in the name of the Friends with such bank or banks as the Managing Committee shall from time to time select. Every account shall be under the control of the Managing Committee. Cheques must be signed by the Treasurer or the Chairman or the Secretary and cheques in excess of £100 must be signed by two of these Officers. Two or more cheques only requiring a single signature may not be drawn to discharge, cumulatively, one debt or obligation.
14. Trust Property
- Any property belonging to the Friends may be held on behalf of the Friends either by a corporation lawfully entitled to act as Custodian Trustee or by not less than two or more than four individual Trustees appointed from time to time by the Managing Committee. The Committee may from time to time by resolution fill any vacancy among the Trustees or remove a Trustee from office.
- Trustees shall deal with property held by them at all times in accordance with the instructions of the Managing Committee.
15. Alterations to the Constitution
This Constitution except rule 1, this rule 15 and rule 18, may be altered by a resolution in general meeting passed by a majority or not less than three-quarters of the members present and voting at that meeting.
Members of the Managing Committee of the Friends shall be entitled to be indemnified out of the Friends’ assets against all expenses and liabilities reasonably incurred by them in or in relation to the execution of their office but this indemnity shall not extend to liabilities arising from wilful and individual fraud, wrongdoing or wrongful omission or negligence on the part of the member who seeks the indemnity.
Any notice may be given to any member either personally or by sending it through the post in a prepaid envelope addressed to that member at the member’s last known address (and any notice so sent shall be taken to have been received within seven days of posting).
The Friends may be dissolved by a resolution in general meeting passed by a majority of at least three-quarters of the members present and voting at that meeting but only if such a resolution is subsequently confirmed by a postal ballot in which at least 50% of the then current membership of the Friends vote for such dissolution.