Constitution of the trusteees - Powers and duties of trustees
General meeetings - Special resolution - Appointment of trustees

This Declaration of trust is made the 23rd day of June one thousand nine hundred and eighty one by Richard Jones and Roger William Horton both of 1260 London Road Norbury SW16 (hereafter called "the first Trustees").

WHEREAS:-

1. In this Deed "the Plot Owners" means the person or person or persons in whom at the times when such expression has to be construed the legal estate in fee simple in possession of one of the Plots on the estate laid out for the construction of a house is vested

2. Fernwood estates are in the process of developing land at Brookscroft Forestdale Addington in the London Borough of Croydon shown on the plan attached (hereinafter called the plan) and thereon edged with a thick black line (such lands being hereinafter called "the Estate")

3. Parts of the Estate (the amenity lands) are to be laid out for the communal use and enjoyment of the Plot Owners on the Estate

4. Fernwood Estates has promoted the incorporation of a company called Brookscroft Management Ltd ("the Manager") the objects of which are inter alia to undertake the management and administration of the amenity lands on the Estate

5. It is intended that the amenity lands shall when the Estate has been fully developed be transferred or demised to the Manager

6. The Plot Owners are liable to contribute to certain expenses of the Manager incurred in the maintenance by it of the amenity lands

7. The Trustees of this Deed (hereinafter called "the Trustees" which expression includes the First Trustees) shall hold shares in the Manager as trustees for the Plot Owners so as to procure that the Manager is conducted in accordance with the wishes of the Plot Owners ascertained in accordance with the Rules set out in the Schedule hereto

8. For the purposes of the Rules against perpetuities the Perpetuity period applicable to the provisions of this deed shall be seventy nine years

NOW THIS DEED WITNESSES :-

1. The trustees shall hold all issued shares in the Manager from time to time registered in their respective names upon trust (a) during the said period of seventy nine years for the Plot Owners for the time being in the proportion of one fraction for each plot held by them respectively and (b) thereafter for the owners in fee simple of the plots on the Estate absolutely in the proportion of one fraction for each plot so held respectively

2. The Trustees shall procure that they are appointed the sole directors of the Manager

3. The provisions of the schedule hereto shall apply for appointing new or additional Trustees and for enabling the Trustees to ascertain the wishes of the Plot Owners The Trustees shall do all things requisite or necessary to give effect to a Special Resolution as defined in the Schedule hereto

4. The provisions of the Schedule hereto may be varied or added to from time to time by any deed or deeds executed by the Trustees acting upon the Authority of a Special Resolution of the Plot Owners as defined in the Schedule hereto

5. Any Trustee who is engaged in any profession or business may charge and be paid such fees for his services as shall from time to time be fixed in accordance with the provisions of the schedule hereto

THE SCHEDULE

CONSTITUTION OF THE TRUSTEES

1. (i) The first Trustees shall be the First Trustees hereof and each shall hold office until he dies resigns or retires whichever shall first occur

(ii) Subject thereto the Trustees of the Deed shall be appointed by the Plot Owners who shall act at a General Meeting of Plot Owners constituted as hereinafter provided and referred to herein as a "General Meeting"

(iii) Any Trustee may at any time resign his office by notice in writing PROVIDED the number of Trustees does not fall below two

2. (a) There shall not be less than two or more than five Trustees whose duty it shall be to exercise the powers of voting conferred upon them by the shares in the Manager vested in them and the day to day control of the Manager vested in them by virtue of their appointment as Directors of the Manager in the common interest of the Plot Owners

(b) New or additional Trustees hereof shall be appointed as provided by paragraphs 8-12 inclusive of this schedule

(c) Every Trustee shall as a condition of his appointment as a Trustee execute a declaration of his willingness to accept the trusts hereof and a formal undertaking that he will on his removal or retirement or on the appointment of a new or additional Trustee transfer or concur in the Transfer of the shares in the Manager held by the Trustees to the new or continuing Trustees

APPOINTMENT AND ORGANISATION OF TRUSTEES

3. The Trustees shall appoint a Chairman The Chairman (if present) shall preside at al 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 as Chairman 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 keep minutes of their proceedings and any such minutes when duky signed by the person presiding at the next meeting of the Trustees shall be evidence of the matters recorded therein

8 (i) At a 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 to increase the number of Trustees to at least two

(ii) Trustees (other than First Trustees) shall determine by lot among themeselves immediately upon taking office the order in which they are to retire by rotation so that one of them shall retire at each Ordinary General Meeting

9. (i) A General Meeting may by Special Resolution at any time remove a Trustee (except the First Trustees)

(ii) Casual vacancies among the Trustees arising by death resignation retirement or removal may be filled by the remaining Trustee or Trustees provided that any person appointed by a Trustee under this sub-paragraph shall retire at the next Ordinary General Meeting but shall be eligible for re-appointment

10. Subject to Paragraph 11 hereof all vacancies arising amongst the Trustees shall be filled at the Ordinary General Meeting at which they arise

11. Any Ordinary General Meeting may resolve not to fill vacancies so long as the number of Trustees will not thereby be reduced below two

12. Subject as aforesaid one Trustee (other than either of the First Trustees) shall retire by rotation at each ordinary General Meeting

13. Subject as aforesaid the Trustees may regulate their own procedure

POWERS AND DUTIES OF THE TRUSTEES

14. The Trustees shall exercise their voting powers in the Manager and their powers as Directors of the Manager in the common interest of the Plot Owners

15. The Trustees shall not in the exercise of their voting powers or their powers as a Director of the Manager do any of the following acts except with the consent of the Plot Owners expressed by means of a Special Resolution passed at a General Meeting

(a) Vote or permit any alteration in the Memorandum or Articles of Association of the Manager

(b) Vote for or permit any increase or alteration in the share capital of the Manager

(c) Vote for or permit and further shares in the Manager to be issued

(d) Vote for or permit the Manager 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 the Manager

(f) Do or abstain from doing or neglect to do any act which will or may result in the Manager being removed from the Register of Companies

(g) Sell or distribute any of the trust property

GENERAL MEETINGS

16. All Plot Owners shall be entitled to attend any General Meeting of Plot Owners Any Plot Owner may by writing appoint a proxy to attend and vote on his behalf

17. Each Plot Owner shall be entitled either on a show of hands or on a poll to one vote in respect of each Plot on the Estate owned by him Where there are two or more persons jointly entitled to an interest in one Plot they shall be entitled to cast only one vote on each and every occasion on which a vote has to be cast (and whether on a show of hands or on a poll) The Chairman presiding at the meeting at which the vote is to be cast shall in cases of dispute and in his absolute discretion determine which one of the joint plot owners shall vote

18. The Chairman of the Trustee shall preside at a general meeting In his absence the Meeting shall appoint a person to preside

19. Voting shall be by a show of hands unless the person presiding or more of the Plot Owners (or his or their proxy or proxies) entitled to thirty 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 passed by a majority of at least three quarters of Plot-owners present as being entitled so to do vote in person or by proxy at the Meeting where the Resolution is proposed

ORDINARY GENERAL MEETINGS

22. The Trustees shall in any year in which the amenity lands are to be laid out or demised or transferred to the Company and thereafter once in every third year at a time and place to be fixed by the Trustees hold an Ordinary General Meeting of the Plot Owners to conduct the following business

(a) In the case of meetings after the first meeting to receive and approve the minutes of the previous General Meeting and 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 the Manager for the ensuing year. The Trustees shall retain an absolute discretion as to giving or withholding of an approval to the budget but shall before exercising their discretion take account of all votes and resolutions passed by the Plot Owners

(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 thirty votes has been given in writing to the Trustees as to the exercise by the Trustees of their votes and directors powers in the Manager

(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

23. Notice of each Ordinary General Meeting shall be sent by the Trustees to each Plot Owner not later than twenty-one days before the day fixed for the meeting Such notice shall specify the time and place of the Meeting and the business to be thereat

SPECIAL GENERAL MEETINGS

24. 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 Thirty Plot Owners or a person owning at least Thirty plots on the Estate The notice summoning such Meeting shall be given in the same form and manner mutatis Mutandis as notices summoning an Ordinary General Meeting called under paragraph 23 of this Schedule

NOTICES

25. 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

SIGNED SEALED and DELIVERED by the said )

RICHARD JONES and in the presence of:- ) R Jones

Betty Pilton

80 Strathyre Avenue

Norbury, SW16

SIGNED SEALED and DELIVERED by the said )

ROGER WILLIAM HORTON and in the presence of:- ) R W Horton

Betty Pilton

as above

Dated 23rd June 1981

Richard Jones and Brookscroft Management Limited

Back to the top - Constitution of the trusteees - Appointmnet of trustees - Powers and duties of trustees - General meeetings - Special resolution

Please contact us with any comments or suggestions at
Brookscroft Management Limited .
We will endeavour to answer your email as quickly as we can.