Üjf499ÝÜepÜcl0ÝËËÜsc   Please define formats 94, 95 and 195 in this take for Pagination  ÜecÜol0ÝËËÜdj94ÝHL Bill 1_IÜefËËÜsc   new style running head  [ÜepÜcp8ÝHLÜrs] ÜecËÜdj95ÝCommonhold and Leasehold Reform Bill [ÜepÜcp8ÝHLÜrs]ÜefËËÜsc   old & new style front page  [ÜepÜcp14ÝHLÜrs]   ÜecËÜdj195ÝCommonhold and Leasehold Reform Bill [ÜepÜcp14ÝHLÜrs]ÜefËÜrsÜxpÜepÜjf94ÝÈÜol6ÝÈÜit3p0ÝÜcf3,18,18ÝÜjf195ÝÊÜit0ÝÜrsÜol9ÝÈÜapÜol0ÝËÜjf401ÝMARSHALLEDÊLIST OF AMENDMENTSÊTO BE MOVEDÊIN COMMITTEEÌÜjf422ÝÜjf404ÝÜcf1Ý	Ücf2ÝThe amendments have been marshalled in accordance with the Instruction of 24th July 2001,Üjyas follows_Ücf1ÝÌÜjf405ÝClauses 1 and 2ÈSchedule 1ÈClauses 3 and 4ÈSchedule 2ÈClauses 5 to 33ÈSchedule 3ÈClauses 34 to 57ÈSchedule 4ÈClauses 58 to 66ÈSchedule 5ÈClauses 67 to 70ÈSchedule 6ÈClauses 71 to 100ÈSchedule 7ÈClauses 101 to 121ÌSchedule 8ÈClauses 122 to 146ÈSchedule 9ÈClauses 147 to 152ÈSchedule 10ÈClause 153ÈSchedule 11ÈClauses 154 to 164ÈSchedule 12ÈClauses 165 and 166ÈSchedule 13ÈClauses 167 to 170ÈSchedule 14ÈClauses 171 to 173ÌÜjf410ÝÜjf411ÝÜol0ÝËÜjf9Ý1003200218003ÌÜjf1ÝClause 3ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý1ÌPage 2, line 18, at beginning insert Subject to subsection (1A),"ÌÜjf9Ý1003200219072ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý2ÌPage 2, line 19, leave out anyone who" and insert at least 80 per cent. of the following classes of person"ÌÜjf9Ý1003200220003ÌÜjf3Ý3ÌPage 2, line 20, at beginning insert anyone who"ÌÜjf9Ý1003200221003ÌÜjf3Ý4ÌPage 2, line 21, at beginning insert anyone who"ÌÜol0ÝËÜjf9Ý1003200223003ÌÜjf3Ý5ÌPage 2, line 23, at beginning insert anyone who"ÌÜjf9Ý1003200224003ÌÜjf3Ý6ÌPage 2, line 24, at beginning insert anyone who"ÌÜjf9Ý1003200224773ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý7ÌPage 2, line 24, at end insert , orÌÜjf10Ý(e)Ìsatisfies the court that he has an interest in the whole or part of the land such that his consent to an application under section 2 should be required provided that if the estates, charges, rights, interests and claims of all persons mentioned in this section who do not consent to such application relate in the aggregate to 20 per cent. or less of the total surface area of such land, their consent shall not be required."ÌÜjf9Ý1003200224883ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý8ÌPage 2, line 24, at end insert_ÌÜjf4Ý(1A)ÌSubsection (1) shall apply if_ÌÜjf10Ý(a)Ìthe persons who have not consented to the application (in this Part referred to as non-consenting proprietors") are registered proprietors solely of leasehold estates in flats forming part of aÜjyself-contained building which is the subject of the application or of charges over such estates, andÌÜjf10Ý(b)Ìthe number of flats to which paragraph (a) applies is not more than 20 per cent. of the number of flats in the building.ÌÜjf4Ý(1B)ÌSchedule Ücf2ÝNon-consenting proprietorsÜcf1Ý" shall have effect where a freehold estate in land is registered as a freehold estate in land and is registered as a freehold estate in commonhold land in pursuance of an application under section 2 and that application could not have been made but for subsection (1A)."ÌÜjf9Ý1003200224884ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý9ÌPage 2, line 24, at end insert_ÌÜjf4Ý()ÌIn cases where at least 80 per cent. of the classes of persons mentioned under section 3(1) consent to the registration of the freehold estate in land as a freehold estate in commonhold land, the opposition or non-vote shall be overturned by tribunal decision."ÌÜjf9Ý1003200236773ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý10ÌPage 2, line 36, at end insert_ÌÜjf10Ý(g)Ìprescribing what notice of an application under section 2 shall be given to persons in occupation of the land in question, or shall be left on that land;ÌÜjf10Ý(h)Ìprescribing how for the purposes of this Part the surface area is to be ascertained."ÌÜjf9Ý1003300000901ÌÜjf1ÝAfter Clause 3ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý11ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝFlying commonholdÜcf1ÝÌÜjf4Ý(1)ÌCommonhold land may consist of, or include, a building, or part of a building, which is above or below other land.ÌÜjf4Ý(2)ÌWhere subsection (1) applies, a positive covenant relating to the commonhold or the other land entered into between the commonhold association and the registered proprietor of an estate in the whole or part of the other land shall be enforceable by and against their successors in title if the covenant so provides."ÌÜol0ÝËÜjf9Ý1004100200903ÌÜjf1ÝBefore Clause 4ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý12ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝConversion of existing buildingsÌÜjf4Ý(1)ÌNotwithstanding the provisions of sections 2 and 3, in order to facilitate the creation of commonhold from an existing freehold building, the following provisions shall apply_ÌÜjf10Ý(a)Ìexisting long leases may continue and comprise part of a commonhold;ÌÜjf10Ý(b)Ìwhere leaseholders do not wish to become unit owners and have signified this accordingly, existing long leases will continue and the commonhold association shall be regarded as the unit holder, with the obligation to the leaseholder as the freeholder of the unit;ÌÜjf10Ý(c)Ìexisting rights applicable to long leases shall continue to be maintained; andÌÜjf10Ý(d)Ìexisting rights applicable to mortgages shall be maintained.ÌÜjf4Ý(2)ÌConversion may take place where no less than 50 per cent. of the long leaseholders consent to convert to commonhold.ÌÜjf4Ý(3)ÌWhere more than 10 per cent. of leaseholders object to this conversion, they may apply to a tribunal court indicating the grounds for their objections; and the tribunal may then confirm or prevent the conversion having regard to the circumstances."ÌÜol0ÝËÜjf9Ý1004308800001ÌÜjf1ÝSchedule 2ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý13ÌPage 88, line 6, leave out paragraph 1ÌÜjf9Ý1008200431033ÌÜjf1ÝClause 8ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý14ÌPage 4, line 31, after Part" insert the first"ÌÜol0ÝËÜjf9Ý1008200433883ÌÜjf3Ý15ÌPage 4, line 33, at end insert_ÌÜjf4Ý()ÌSecond transitional period" means the period between the event mentioned in section 7(3) and the date upon which all units in the building have been sold."ÌÜjf9Ý1008200434062ÌÜjf3Ý16ÌPage 4, line 34, leave out first a" and insert both"ÌÜjf9Ý1008200434082ÌÜjf3Ý17ÌPage 4, line 34, leave out period" and insert periods"ÌÜol0ÝËÜjf9Ý1008200441883ÌÜjf3Ý18ÌPage 4, line 41, at end insert_ÌÜjf4Ý()ÌRegulations shall provide that during the second transitional period", where units are still under construction or waiting sale, special provisions shall apply to ensure maintenance, repair, services and insurance are maintained by the commonhold association and contributions fromÜjyunit-holders and the developer are on an equitable basis."ÌÜjf9Ý1010200545883ÌÜjf1ÝClause 10ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý19ÌPage 5, line 45, at end insert_ÌÜjf4Ý(3)ÌA lease shall not be extinguished by virtue of section 7(3)(d) or 9(3)(f) unless either_ÌÜjf10Ý(a)Ìthe lessee first consents in writing, orÌÜjf10Ý(b)Ìfair compensation is paid to the lessee for such extinguishment.ÌÜjf4Ý(4)ÌThe county court shall have jurisdiction to determine any matter arising under subsection (3), whatever the amount of the compensation involved."ÌÜjf9Ý1011200612012ÌÜjf1ÝClause 11ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý20ÌPage 6, line 12, leave out may" and insert must"ÌÜjf9Ý1011200613553ÌÜjf3Ý21ÌPage 6, line 13, at end insert and must have regard to section 24(2)"ÌÜjf9Ý1011200614012ÌÜjf3Ý22ÌPage 6, line 14, leave out may" and insert must"ÌÜjf9Ý1011200615012ÌÜjf3Ý23ÌPage 6, line 15, leave out may" and insert must"ÌÜol0ÝËÜjf9Ý1014200722883ÌÜjf1ÝClause 14ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý24ÌPage 7, line 22, at end insert_ÌÜjf4Ý(4)ÌNotwithstanding these duties the commonhold association shall always be responsible for the structure of the building, including repairs and insurance of the structure on a full reinstatement basis."ÌÜjf9Ý1015200737883ÌÜjf1ÝClause 15ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý25ÌPage 7, line 37, at end insert_ÌÜjf4Ý(5)ÌOutstanding debts and arrears due to the commonhold association must be paid upon transfer of the unit."ÌÜol0ÝËÜjf9Ý1017200818002ÌÜjf1ÝClause 17ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý26ÌPage 8, line 18, leave out subsections (1) and (2) and insert_ÌÜjf4Ý()ÌNo term of years absolute may be created in a residential commonhold unit_ÌÜjf10Ý(a)Ìfor a term exceeding 7 years;ÌÜjf10Ý(b)Ìin consideration of the payment of a premium or other lump sum;ÌÜjf10Ý(c)Ìwhich does not comply with such other considerations as may be prescribed."ÌÜjf9Ý1017200837994ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3ÝÌÜcf2ÝThe Lord Kingsland gives notice of his intention to oppose the Question that Clause 17 stand part of the Bill.Ücf1ÝÌÜjf9Ý1020200934001ÌÜjf1ÝClause 20ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý27ÌPage 9, line 34, leave out subsections (3) to (6)ÌÜjf9Ý1021201005002ÌÜjf1ÝClause 21ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý28ÌPage 10, line 5, leave out subsections (1) and (2) and insert_ÌÜjf4Ý(1)ÌAn instrument or agreement which creates an interest or charge in or over_ÌÜjf10Ý(a)Ìpart only of a commonhold unit, orÌÜjf10Ý(b)Ìpart only if an interest in a commonhold unit,ÌÜjf36Ýshall have effect subject to any provision of the commonhold community statement."ÌÜol0ÝËÜjf9Ý1024201124122ÌÜjf1ÝClause 24ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý29ÌPage 11, line 24, leave out from means" to end of line 26 and insert all structural parts of the commonhold and those areas used in common"ÌÜjf9Ý1024201126883ÌÜjf3Ý30ÌPage 11, line 26, at end insert_ÌÜjf4Ý()ÌThe structure will include_ÌÜjf10Ý(a)Ìmain walls (but not the internal plaster surfaces thereof),ÌÜjf10Ý(b)Ìfloors (but not the timber or other surfaces thereof or plaster or other surfaces to any ceiling below),ÌÜjf10Ý(c)Ìroof,ÌÜjf10Ý(d)Ìroads, paths and pavements, andÌÜjf10Ý(e)Ìsuch other areas not forming part of the commonhold unit."ÌÜol0ÝËÜjf9Ý1025201138553ÌÜjf1ÝClause 25ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý31ÌPage 11, line 38, at end insert and structure of the building"ÌÜjf9Ý1025201140553ÌÜjf3Ý32ÌPage 11, line 40, at end insert and structure of the building"ÌÜjf9Ý1027201223883ÌÜjf1ÝClause 27ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý33ÌPage 12, line 23, at end insert_ÌÜjf4Ý(6)ÌA charge shall not be extinguished under subsection (3) or (4) unless either_ÌÜjf10Ý(a)Ìthe chargee first consents in writing,ÌÜjf10Ý(b)Ìfair compensation is paid to the chargee for such extinguishment, orÌÜjf10Ý(c)Ìadequate substituted security is provided for the chargee by way of a charge, or charges, on one or more of the commonhold units in the commonhold.ÌÜjf4Ý(7)ÌThe county court shall have jurisdiction to determine any matter arising under subsection (6) whatever the amount or value of the compensation or security involved."ÌÜol0ÝËÜjf9Ý1028201229002ÌÜjf1ÝClause 28ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý34ÌPage 12, line 29, leave out paragraph (b) and insert_ÌÜjf10Ý(b)Ìby a majority of not less than 80 per cent. of the members of the commonhold association."ÌÜjf9Ý1030201315091ÌÜjf1ÝClause 30ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý35ÌPage 13, line 15, leave out prescribed"ÌÜjf9Ý1030201315103ÌÜjf3Ý36ÌPage 13, line 15, at end insert prescribed in Schedule Ücf2ÝCommonhold Community StatementÜcf1Ý""ÌÜjf9Ý1030201339883ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý37ÌPage 13, line 39, at end insert_ÌÜjf4Ý()ÌProvision in a commonhold community statement imposing a duty on a unit-holder to pay money (whether in pursuance of subsection (5)(a) or any other provisions made by or by virtue of this Part) may include provision authorising a commonhold association to sell a commonhold unit in the event of default by the unit-holder in paying the money and to deduct the money from the proceeds of sale in priority to the rights of the unit-holder or any other person entitled to the proceeds of the sale."ÌÜjf9Ý1030201403061ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý38ÌPage 14, line 3, leave out not"ÌÜol0ÝËÜjf9Ý1030201412883ÌÜjf3Ý39ÌPage 14, line 12, at end insert_ÌÜjf4Ý(10)ÌA commonhold community statement shall specify, in relation to each commonhold unit specified in it, the vote or votes attributed to the unit-holder of that commonhold unit (the unit voting rights") expressed both_ÌÜjf10Ý(a)Ìnumerically, andÌÜjf10Ý(b)Ìas a percentage of the total of all the unit voting rights, accurate to three decimal places, and so that the said total adds up to 100 per cent.ÌÜjf4Ý(11)ÌA commonhold community statement may make provision for variation of the unit voting rights, but so that the requirements of the last foregoing subsection as to how the unit voting rights are expressed shall always be complied with.ÌÜjf4Ý(12)ÌThe provisions of the commonhold community statement and the memorandum and articles of association of the commonhold association shall always be consistent with each other.ÌÜjf4Ý(13)ÌReferences in this Part to a percentage of the members of a commonhold association shall unless the context otherwise requires be construed as meaning a percentage of the total (namely 100 per cent.) of the unit voting rights of all the unit-holders of commonhold units within the commonhold."ÌÜjf9Ý1030300000903ÌÜjf1ÝAfter Clause 30ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý40ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝRegulationsÜcf1ÝÌÜjf4Ý(1)ÌRegulations under this section shall require a Commonhold Community Statement to make provision about how it can be amended.ÌÜjf4Ý(2)ÌSuch provision shall be supplementary to the form prescribed in Schedule Ücf2ÝCommonhold Community StatementÜcf1Ý"."ÌÜjf9Ý1031201437994ÌÜjf1ÝClause 31ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3ÝÌÜcf2ÝThe Lord Kingsland gives notice of his intention to oppose the Question that Clause 31 stand part of the Bill.Ücf1ÝÌÜol0ÝËÜjf9Ý1032201521994ÌÜjf1ÝClause 32ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3ÝÌÜcf2ÝThe Lord Kingsland gives notice of his intention to oppose the Question that Clause 32 stand part of the Bill.Ücf1ÝÌÜjf9Ý1033201524003ÌÜjf1ÝClause 33ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý41ÌPage 15, line 24, at beginning insert Subject to section Ücf2ÝLimited liability partnerships","ÌÜjf9Ý1033201524042ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý42ÌPage 15, line 24, leave out is" and insert shall be"ÌÜjf9Ý1033201524102ÌÜjf3Ý43ÌPage 15, line 24, leave out guarantee" and insert shares"ÌÜol0ÝËÜjf9Ý1033201526022ÌÜjf3Ý44ÌPage 15, line 26, leave out that an" and insert the principal"ÌÜjf9Ý1033201529001ÌÜjf3Ý45ÌPage 15, line 29, leave out paragraph (b)ÌÜjf9Ý1033201530883ÌÜjf3Ý46ÌPage 15, line 30, at end insert_ÌÜjf4Ý()ÌThe memorandum and articles of association of a commonhold association shall take the form set out in Schedule Ücf2ÝMemorandum and Articles of a Commonhold AssociationÜcf1Ý"."ÌÜjf9Ý1033201531002ÌÜjf3Ý47ÌPage 15, line 31, after makes" insert further"ÌÜjf3Ý48ÌPage 15, line 31, leave out subsection (2) and insert_ÌÜjf4Ý(2)ÌThe following provisions of the Companies Act 1985 (c. 6) shall not apply to a commonhold association_ÌÜjf10Ý(a)Ìsections 2(7) and 3 (memorandum), andÌÜjf10Ý(b)Ìsection 8 (articles of association).ÌÜjf4Ý(3)ÌThe memorandum of association of a commonhold association shall be in the form set out in Part 1 of Schedule 3 hereto or as near thereto as circumstances admit.ÌÜjf4Ý(4)ÌNo application may be made under paragraph 3(2) to Schedule 3 for the registration of a memorandum altered by special resolution in accordance with section 4(1) of the Companies Act 1985 (objects) unless_ÌÜjf10Ý(a)Ìthe period during which an application for cancellation of the alteration may be made under section 5(1) of that Act has expired without an application being made, orÌÜjf10Ý(b)Ìany application made under that section has been withdrawn or the alteration has been confirmed by the court under that section.ÌÜjf4Ý(5)ÌA commonhold association may adopt all or any of the regulations contained in Part 2 of Schedule 3 hereto and if articles are not registered or, if articles are registered, insofar as those articles do not exclude or modify the regulations contained in that part of the Schedule or are inconsistent with those regulations then those regulations shall be the regulations of the company.ÌÜjf4Ý(6)ÌA commonhold association shall file with the Registrar byelaws (the commonhold community statement") providing for_ÌÜjf10Ý(a)Ìthe rights and duties of the commonhold association, andÌÜjf10Ý(b)Ìthe rights and duties of the unit-holders.ÌÜjf4Ý(7)ÌIn subsection (6)(a) and (b) duties" include, in particular, a duty_ÌÜjf10Ý(a)Ìto pay money;ÌÜjf10Ý(b)Ìto undertake works;ÌÜjf10Ý(c)Ìto grant access;ÌÜjf10Ý(d)Ìto give notice;ÌÜjf10Ý(e)Ìto refrain from entering into transactions of a specified kind in relation to a commonhold unit;ÌÜjf10Ý(f)Ìto refrain from using the whole or part of a commonhold unit for a  specified purpose or for anything other than a specified purpose;ÌÜjf10Ý(g)Ìto refrain from undertaking works (including alterations) of a specified kind;ÌÜjf10Ý(h)Ìto refrain from causing nuisance or annoyance;ÌÜjf10Ý(i)Ìto refrain from specified behaviour;ÌÜjf10Ý(j)Ìto indemnify the commonhold association or a unit-holder in respect of costs arising from the breach of a statutory requirement.ÌÜjf4Ý(8)ÌA duty conferred by a community statement on a commonhold association or a unit-holder shall not require any other formality.ÌÜjf4Ý(9)ÌProvision made by a community statement shall be of no effect to the extent that it is inconsistent with the memorandum or articles of association of the commonhold association.ÌÜjf4Ý(10)ÌA commonhold association may amend_ÌÜjf10Ý(a)Ìits memorandum of association;ÌÜjf10Ý(b)Ìits articles of association;ÌÜjf10Ý(c)Ìits community statement,ÌÜjf36Ýat any time, and shall file a copy of the document as amended with the Registrar.ÌÜjf4Ý(11)ÌThe foregoing provisions of this section shall apply to the articles of association and community statement as they do to the unamended articles of association and community statement.ÌÜjf4Ý(12)ÌDuring the period beginning with incorporation of a commonhold association and ending when land specified in its memorandum becomes commonhold land, the subscribers (or subscriber) to the memorandum shall be the sole members (or member) of the association.ÌÜjf4Ý(13)ÌDuring a transitional period_ÌÜjf10Ý(a)Ìthe subscribers (or subscriber) to the memorandum shall continue to be members (or member) of the association; andÌÜjf10Ý(b)Ìa person who for the time being is the developer in respect of all or part of the commonhold is entitled to be entered in the register of members of the association.ÌÜjf4Ý(14)ÌA commonhold association may not be a member of itself.ÌÜjf4Ý(15)ÌA person who is entitled to be entered in the register of members of a commonhold association becomes a member when the company registers him in pursuance of its duty under section 352 of the Companies Act 1985 (c. 6) (duty to maintain register of members)."ÌÜol0ÝËÜjf1ÝAfter Clause 33ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf9Ý1033201531043ÌÜjf9Ý1033300000902ÌÜjf3Ý49ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝRegulationsÜcf1ÝÌÜjf4Ý(1)ÌRegulations may make provision about the performance by a commonhold association of its duty under section 352 of the Companies Act 1985 (c. 6) (duty to maintain register of members) where a person_ÌÜjf10Ý(a)Ìbecomes entitled to be entered in the register by virtue of paragraphs 5 to 8, orÌÜjf10Ý(b)Ìceases to be a member by virtue of paragraph 12 or on resignation.ÌÜjf4Ý(2)ÌThe regulations may in particular require entries in the register to be made within a specified period.ÌÜjf4Ý(3)ÌA period specified under subsection (2) may be expressed to begin from_ÌÜjf10Ý(a)Ìthe date of a notification under section 15(3),ÌÜjf10Ý(b)Ìthe date on which the directors of the commonhold association first become aware of a specified matter, orÌÜjf10Ý(c)Ìsome other time.ÌÜjf4Ý(4)ÌA requirement by virtue of this section shall be treated as a requirement of section 352 for the purposes of section 352(5) (fines).ÌÜjf4Ý(5)ÌRegulations may provide_ÌÜjf10Ý(a)Ìthat the Name by which a commonhold association is registered under the Companies Act 1985 (c. 6) must satisfy specified requirements; andÌÜjf10Ý(b)Ìthat the name by which a company other than a commonhold association is registered may not include a specified word or expression."ÌÜol0ÝËÜjf9Ý1033300000903ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý50ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝLimited liability partnershipsÜcf1ÝÌÜjf4Ý(1)ÌThe Secretary of State may by order direct that, as an alternative to being a private company limited by guarantee, a commonhold association may be a limited liability partnership if an agreement between its members states that an object of the limited liability partnership is to exercise the functions of a commonhold association in relation to specified commonhold land.ÌÜjf4Ý(2)ÌRegulations may make modifications to this Part in relation to commonhold associations which are limited liability partnerships."ÌÜol0ÝËÜjf9Ý1034201534102ÌÜjf1ÝSchedule 3ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý51ÌPage 89, line 3, leave out from beginning to end of line 13 on page 90ÌÜol0ÝËÜjf9Ý1034201534103ÌÜjf1ÝClause 34ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý52ÌPage 15, line 34, after powers" insert so far as possible"ÌÜjf9Ý1034201535041ÌÜjf3Ý53ÌPage 15, line 35, leave out so far as possible"ÌÜol0ÝËÜjf9Ý1034201541123ÌÜjf3Ý54ÌPage 15, line 41, after of" insert the Articles of Association,"ÌÜjf9Ý1034201603001ÌÜjf3Ý55ÌPage 16, line 3, leave out paragraph (a)ÌÜjf9Ý1034201611001ÌÜjf3Ý56ÌPage 16, line 11, leave out subsection (4)ÌÜjf9Ý1035201617093ÌÜjf1ÝClause 35ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý57ÌPage 16, line 17, after member" insert who is entitled under the Articles of Association and the commonhold community statement to vote at a meeting convened to consider such a resolution,"ÌÜol0ÝËÜjf9Ý1035201626883ÌÜjf3Ý58ÌPage 16, line 26, at end insert_ÌÜjf4Ý(5)ÌA resolution is passed if a majority of the votes cast are in favour of the resolution.ÌÜjf4Ý(6)ÌA resolution is passed by a special majority if three-fourths of the votes cast are in favour of the resolution."ÌÜjf9Ý1036201635033ÌÜjf1ÝClause 36ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý59ÌPage 16, line 35, leave out may" and insert shall"ÌÜjf9Ý1036201703001ÌÜjf3Ý60ÌPage 17, line 3, leave out paragraph (g)ÌÜjf9Ý1036201707001ÌÜjf3Ý61ÌPage 17, line 7, leave out paragraph (i)ÌÜol0ÝËÜjf9Ý1036201708773ÌÜjf3Ý62ÌPage 17, line 8, at end insert_ÌÜjf10Ý(j)Ìenabling a tenant to offset any payments made to the association against any monies owing to the unit-holder as landlord."ÌÜjf9Ý1036201713773ÌÜjf3Ý63ÌPage 17, line 13, at end insert_ÌÜjf10Ý(c)Ìprovision for charging the interest of a unit-holder who is in breach of any such duty to secure payment of any compensation or costs and interest thereon which he is liable to pay in respect of that breach of duty;ÌÜjf10Ý(d)Ìprovision for the payment of costs."ÌÜjf9Ý1037201719083ÌÜjf1ÝClause 37ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý64ÌPage 17, line 19, after to" insert prepare an annual statement of projected expenses which the association might reasonably expect to incur and to"ÌÜjf9Ý1037201724773ÌÜjf3Ý65ÌPage 17, line 24, at end insert_ÌÜjf10Ý(ba)Ìenabling the directors to add to their estimate any sum which a unit-holder was previously required to pay under this section, but which remains unpaid despite all reasonable efforts by the directors to enforce payment,"ÌÜjf9Ý1037201725032ÌÜjf3Ý66ÌPage 17, line 25, leave out from the" to is" in line 26 and insert method by which the calculation of the proportion of the estimate of the expenses of the commonhold association"ÌÜol0ÝËÜjf9Ý1037201726553ÌÜjf3Ý67ÌPage 17, line 26, at end insert but permitting the directors not to allocate any part of a sum added under paragraph (ba) to the unit to which it was previously allocated but unpaid"ÌÜjf9Ý1037201728012ÌÜjf3Ý68ÌPage 17, line 28, leave out percentage" and insert proportion"ÌÜjf9Ý1037201731773ÌÜjf3Ý69ÌPage 17, line 31, at end insert , andÌÜjf10Ý(f)Ìfor the re-calculation of the proportion of the estimate of the expenses of the commonhold association, such provision to take effect in the event that there is any change in the number of units."ÌÜjf9Ý1037201733001ÌÜjf3Ý70ÌPage 17, line 33, leave out paragraph (a)ÌÜjf9Ý1037201735072ÌÜjf3Ý71ÌPage 17, line 35, leave out from specify" to end of line 36 and insert that a unit's proportion of the estimate of the expenses of the commonhold association is zero"ÌÜol0ÝËÜjf9Ý1037201736883ÌÜjf3Ý72ÌPage 17, line 36, at end insert_ÌÜjf4Ý(3)ÌPayment of any sum allocated to a unit under this section shall be secured on that unit in priority to all other sums secured on it.ÌÜjf4Ý(4)ÌThe Registrar shall note the effect of this section on the register relating to each unit."ÌÜjf9Ý1038201745553ÌÜjf1ÝClause 38ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý73ÌPage 17, line 45, at end insert owned by the commonhold association"ÌÜjf9Ý1038201806032ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý74ÌPage 18, line 6, leave out percentage" and insert method by which the calculation of the proportion"ÌÜjf9Ý1038201809012ÌÜjf3Ý75ÌPage 18, line 9, leave out percentage" and insert proportion"ÌÜjf9Ý1038201813773ÌÜjf3Ý76ÌPage 18, line 13, at end insert_ÌÜjf10Ý(e)Ìas to the payment of interest on any late payment of such a levy, andÌÜjf10Ý(f)Ìfor the re-calculation of the proportion of any levy, such provision to take effect in the event that there is any change in the number of units."ÌÜjf9Ý1038201814062ÌÜjf3Ý77ÌPage 18, line 14, leave out (2)(c)" and insert (2)(b)"ÌÜol0ÝËÜjf9Ý1038201815001ÌÜjf3Ý78ÌPage 18, line 15, leave out paragraph (a)ÌÜjf9Ý1038201817072ÌÜjf3Ý79ÌPage 18, line 17, leave out from specify" to end of line 18 and insert that a unit proportion of any levy is zero"ÌÜjf9Ý1038201818883ÌÜjf3Ý80ÌPage 18, line 18, at end insert_ÌÜjf4Ý(3A)ÌThe assets of a fund established and maintained by virtue of this section shall be treated as monies reserved for future expenditure.ÌÜjf4Ý(3B)ÌAny sums paid into a fund established and maintained by virtue of this section by a unit-holder, and any investments representing those sums, shall (together with any income accruing thereon) be held by the commonhold association on trust either as a single fund, or, if the commonhold association deems appropriate, as two or more separate funds.ÌÜjf4Ý(3C)ÌThe commonhold association shall hold any trust fund_ÌÜjf10Ý(a)Ìon trust to defray costs incurred in connection with the matters for which the relevant contributions were payable (whether incurred by the commonhold association itself or by another person), andÌÜjf10Ý(b)Ìsubject to that, on trust for the persons who are the contributing unit-holders for the time being.ÌÜjf4Ý(3D)ÌSubject to subsections (3F) and (3G), the contributing unit-holders shall be treated as entitled by virtue of subsection (3C)(b) to such shares in the residue of any such fund as are proportionate to their respective liabilities to pay a proportion of the levy set under subsection (2).ÌÜjf4Ý(3E)ÌIf the Secretary of State by order so provides, any sums standing to the credit of any trust fund may, instead of being invested in any other manner authorised by law, be invested in such manner as may be specified in the order; and any such order may contain such incidental, supplemental or transitional provisions as the Secretary of State considers appropriate in connection with the order.ÌÜjf4Ý(3F)ÌOn the transfer of a commonhold unit, the unit-holder shall not be entitled to any part of any trust fund, and any part of such trust fund which is attributable to relevant contributions paid in accordance with this section shall accordingly continue to be held on the trusts referred to in subsection (3C).ÌÜjf4Ý(3G)ÌAny trust fund established under this section shall be exempt from any tax in respect of contributions made to it by the unit holders, whether (apart from this provision) a liability to tax may be imposed on the commonhold association or the contributing unit holder."ÌÜjf9Ý1039201832023ÌÜjf1ÝClause 39ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý81ÌPage 18, line 32, after unit-holder" insert or the commonhold association"ÌÜol0ÝËÜjf9Ý1039201903052ÌÜjf3Ý82ÌPage 19, line 3, leave out three" and insert six"ÌÜjf9Ý1039201905022ÌÜjf3Ý83ÌPage 19, line 5, leave out three" and insert six"ÌÜjf9Ý1040201920002ÌÜjf1ÝClause 40ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý84ÌPage 19, line 20, leave out paragraph (b) and insert_ÌÜjf10Ý(b)Ìby a majority of 75 per cent. of the members of the commonhold community association who cast a vote on resolution."ÌÜjf9Ý1041202033994ÌÜjf1ÝClause 41ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3ÝÌÜcf2ÝThe Lord Kingsland gives notice of his intention to oppose the Question that Clause 41 stand part of the Bill.Ücf1ÝÌÜjf9Ý1070203308773ÌÜjf1ÝClause 70ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý85ÌPage 33, line 8, at end insert , andÌÜjf10Ý(d)Ìno part of the premises is let on a tenancy to which Part 2 of the Landlord and Tenant Act 1954 (c. 56) (security of tenure for business, professional and other tenants) applies."ÌÜjf9Ý1070203308883ÌÜjf3Ý86ÌPage 33, line 8, at end insert_ÌÜjf4Ý()ÌBut this Chapter does not apply to any part of a building which is not occupied, nor intended to be occupied, for residential use."ÌÜol0ÝËÜjf9Ý1070309536001ÌÜjf1ÝSchedule 6ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý87ÌPage 95, line 36, leave out paragraph 1ÌÜol0ÝËÜjf9Ý1071203326062ÌÜjf1ÝClause 71ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý88ÌPage 33, line 26, leave out a" and insert an"ÌÜjf9Ý1071203327003ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý89ÌPage 33, line 27, at beginning insert Subject to section 71A,"ÌÜol0ÝËÜjf9Ý1071203327042ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý90ÌPage 33, line 27, leave out a" and insert an"ÌÜjf9Ý1071203328082ÌÜjf3Ý91ÌPage 33, line 28, leave out guarantee" and insert shares with at least the minimum paid up capital, divided into A" shares and B" shares"ÌÜjf9Ý1071203331883ÌÜjf3Ý92ÌPage 33, line 31, at end insert , andÌÜjf10Ý(c)Ìthe sum to which each member of an RTM company undertakes to contribute to the company's assets if it should be wound up whilst he is a member, or within one year after he ceases to be a member, for payment of the company's debts and liabilities contracted before he ceased to be a member, and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves shall be the minimum sum, as defined in subsection (2A) below.ÌÜjf4Ý(2A)ÌThe minimum sum mentioned in subsection (2)(c) above shall be the following amount, namely the greater of_ÌÜjf10Ý(a)Ìthe total service charge and rent payable by tenants in respect of the premises in the two years prior to the acquisition date, orÌÜjf10Ý(b)Ìtwice the average service charge and rent payable in respect of the premises in the five years prior to the acquisition date,ÌÜjf36Ýin each case divided by the number of members of the RTM company."ÌÜol0ÝËÜjf9Ý1071203331883ÌÜjf3Ý93ÌPage 33, line 31, at end insert_ÌÜjf4Ý()ÌThe minimum paid up capital of an RTM company shall be the following amount, namely the greater of_ÌÜjf10Ý(a)Ìthe total service charge and rent payable by tenants in respect of the premises in the two years prior to the acquisition date, orÌÜjf10Ý(b)Ìtwice the average service charge and rent payable in respect of the premises in the five years prior to the acquisition date."ÌÜjf9Ý1071300000901ÌÜjf1ÝAfter Clause 71ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý94ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3Ý71A RTM companies: limited liability partnershipsÜcf1ÝÌÜjf4Ý(1)ÌThe Secretary of State may by order direct that, as an alternative to being a private company limited by guarantee, a body corporate may be a RTM company in relation to premises if it is a limited liability partnership and an agreement between its members states that its object, or one of its objects, is the acquisition and exercise of the right to manage the premises.ÌÜjf4Ý(2)ÌRegulations may make modifications of this Chapter in relation to RTM companies which are limited liability partnerships."ÌÜjf9Ý1072203402002ÌÜjf1ÝClause 72ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý95ÌPage 34, line 2, leave out subsections (1) and (2) and insert_ÌÜjf4Ý()ÌThe persons who are entitled to be holders of A" shares in an RTM company shall be qualifying tenants of flats contained in the premises.ÌÜjf4Ý()ÌAny person being_ÌÜjf10Ý(a)Ìthe landlord of the whole or any part of the premises (including mesne landlords), orÌÜjf10Ý(b)Ìa management company party to any lease of the premises or any part thereof,ÌÜjf36Ýwho prior to the acquisition date had the right to manage the premises shall be entitled to be holders of B" shares in an RTM company.ÌÜjf4Ý()ÌThe acquisition date shall be the date on which the RTM company acquired the right to manage.ÌÜjf4Ý()ÌThe paid-up capital of a B" share in an RTM company shall be one pound and no person shall be required to hold more than one B" share in an RTM company.ÌÜjf4Ý()ÌThe holders of B" shares in an RTM company shall have the right to appoint two directors to the board of directors of the company and the right on a requisition signed by a majority of them to call extraordinary general meetings of the RTM company.ÌÜjf4Ý()ÌThe appropriate national authority shall (subject to section 71(2) and the previous subsections hereof) make regulations about the form and content of the memorandum of association and articles of association of RTM companies.ÌÜjf4Ý()ÌSuch regulations shall be laid before Parliament and shall be subject to an affirmative resolution of both Houses of Parliament."ÌÜjf9Ý1072203405001ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý96ÌPage 34, line 5, leave out paragraph (b)ÌÜjf9Ý1072203407773ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý97ÌPage 34, line 7, at end insert , andÌÜjf10Ý(c)Ìthe holder of the freehold of the premises."ÌÜjf9Ý1072203410883ÌÜjf3Ý98ÌPage 34, line 10, at end insert_ÌÜjf4Ý(2A)ÌSuch regulations shall provide for the holder of the freehold of the premises to be able to appoint at least one director of the RTM company."ÌÜjf9Ý1072300000903ÌÜjf1ÝAfter Clause 72ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý99ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝManaging agentÜcf1ÝÌÜjf4Ý(1)ÌA person who wishes to practise as a managing agent and hold the service charge trust fund shall be required to_ÌÜjf10Ý(a)Ìbe subject to a code of practice,ÌÜjf10Ý(b)Ìundergo yearly auditing of accounts,ÌÜjf10Ý(c)Ìbe covered by professional indemnity and fidelity insurance, andÌÜjf10Ý(d)Ìundergo a minimum quota of annual management training.ÌÜjf4Ý(2)ÌRegulations under this section shall make provision about the form and content of the above and make such other rules, requirements and restrictions as may be appropriate to ensure proper standards are maintained and the interests of landlords, RTM companies and leaseholders are safeguarded."ÌÜjf9Ý1073203428553ÌÜjf1ÝClause 73ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý100ÌPage 34, line 28, at end insert , and is either_ÌÜjf10Ý(a)Ìan individual residing in the flat; orÌÜjf10Ý(b)Ìa company controlled directly or indirectly by an individual residing in the flat or jointly by individuals both or all residing in the flat."ÌÜol0ÝËÜjf9Ý1074203505112ÌÜjf1ÝClause 74ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý101ÌPage 35, line 5, leave out 21" and insert 7"ÌÜjf9Ý1075203544102ÌÜjf1ÝClause 75ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý102ÌPage 35, line 44, leave out 21" and insert 7"ÌÜjf9Ý1075203601142ÌÜjf3Ý103ÌPage 36, line 1, leave out 21" and insert 7"ÌÜol0ÝËÜjf9Ý1075203604152ÌÜjf3Ý104ÌPage 36, line 4, leave out 21" and insert 7"ÌÜjf9Ý1076203632773ÌÜjf1ÝClause 76ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý105ÌPage 36, line 32, at end insert_ÌÜjf10Ý()Ìset out the principal responsibilities and obligations which the company will assume as the manager of the premises, by referring to the relevant provisions of the Royal Institution of Chartered Surveyors service charge residential management code, or any other code relevant to the management of residential properties subject to a service charge which has been approved by the Secretary of State under the terms of section 87 of the Leasehold Reform, Housing and Urban Development Act 1993 (c. 28)."ÌÜjf9Ý1076203641883ÌÜjf3Ý106ÌPage 36, line 41, at end insert_ÌÜjf4Ý()ÌIf a notice of invitation to participate is not served in accordance with this section, every director and officer of an RTM company at the time of the breach shall be liable on summary conviction to a fine not exceeding level 3 on the standard scale.ÌÜjf4Ý()ÌIf any director or officer of an RTM intentionally fails to give notice to any qualifying tenant in accordance with this section, such director or officer shall be liable on summary conviction to not more than 3 months imprisonment and a fine not exceeding level 5 on the standard scale."ÌÜjf9Ý1076203641883ÌÜjf3Ý107ÌPage 36, line 41, at end insert_ÌÜjf4Ý()ÌRegulations shall prescribe that a notice to participate shall include, or be accompanied by, a prescribed statement setting out the principal responsibilities and obligations which the company shall assume as the manager of the premises and setting out in particular the relevant provisions of the service charge residential management code as made by the Royal Institution of Chartered Surveyors or such other code as may be approved by the Secretary of State under the terms of section 87 of the Leasehold Reform, Housing and Urban Development Act 1993 (c. 28)."ÌÜjf9Ý1076203716883ÌÜjf3Ý108ÌPage 37, line 16, at end insert_ÌÜjf4Ý(7)ÌA notice of invitation to participate shall be deemed to be properly served if it is sent by recorded delivery or hand-delivered to the last known address of the relevant qualifying tenant.ÌÜjf4Ý(8)ÌIf a notice of invitation to participate is not served in accordance with this section, every director and officer of an RTM company at the time of the breach shall be liable on summary conviction to a fine not exceeding level 3 on the standard scale."ÌÜjf9Ý1076300000903ÌÜjf1ÝAfter Clause 76ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý109ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝAppointment of a surveyorÜcf1ÝÌÜjf4ÝÌIn order that the RTM company should be better able to prepare for future management, prior to the service of a notice of invitation to participate, it may appoint a surveyor in accordance with section 84 of the Housing Act 1996 (c. 52) (right to appoint surveyor to advise on matters relating to service charges) to report on the current condition of the property, both physical and financial."ÌÜjf9Ý1076300000904ÌÜjf3Ý110ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝInformation to prospective members of RTM companyÜcf1ÝÌÜjf4Ý(1)ÌA notice of invitation to participate shall be accompanied by a prospectus which shall include_ÌÜjf10Ý(a)Ìa financial plan to deal with the potential shortfall between the service charge income and expenditure,ÌÜjf10Ý(b)Ìany professional advisors the RTM company intends to appoint,ÌÜjf10Ý(c)Ìany major plans for expenditure in the first year of management, andÌÜjf10Ý(d)Ìa copy of the memorandum and articles of the RTM company.ÌÜjf4Ý(2)ÌRegulations under this section shall make provision about the form and content of the above."ÌÜjf9Ý1077203719023ÌÜjf1ÝClause 77ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý111ÌPage 37, line 19, after person" insert who has a right to manage the premises, or any part thereof,"ÌÜol0ÝËÜjf9Ý1077203721043ÌÜjf3Ý112ÌPage 37, line 21, after his" insert knowledge,"ÌÜjf9Ý1077203722002ÌÜjf3Ý113ÌPage 37, line 22, leave out paragraph (b) and insert_ÌÜjf10Ý(b)Ìas to the matters required by section 79(3) and (4) to be stated in a claim notice."ÌÜjf9Ý1077203735883ÌÜjf3Ý114ÌPage 37, line 35, at end insert_ÌÜjf4Ý(4)ÌA failure without reasonable excuse to comply with such a notice shall be an offence, punishable on summary conviction with a fine not exceeding level 3 on the standard scale."ÌÜjf9Ý1078203742142ÌÜjf1ÝClause 78ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý115ÌPage 37, line 42, leave out 14" and insert 28"ÌÜjf9Ý1079203835883ÌÜjf1ÝClause 79ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý116ÌPage 38, line 35, at end insert_ÌÜjf4Ý()ÌIt must contain a statement that the members of the RTM company have been informed of the principal responsibilities and obligations which the company will assume as the manager of the premises on acquiring the right to manage, and that all members have understood and accepted the resulting duties and obligations which will fall to them as members of the RTM company."ÌÜjf9Ý1079203835884ÌÜjf3Ý117ÌPage 38, line 35, at end insert_ÌÜjf4Ý()ÌIt must include an offer of cover to provide for the RTM company directors' and officers' liability insurance, fidelity guarantee and professional indemnity insurance."ÌÜol0ÝËÜjf9Ý1079203839082ÌÜjf3Ý118ÌPage 38, line 39, leave out one month" and insert six months"ÌÜjf9Ý1079203841553ÌÜjf3Ý119ÌPage 38, line 41, at end insert , or must state that the RTM company intends to apply to the leasehold valuation tribunal for it to acquire the right to manage at an earlier date"ÌÜjf9Ý1079203841883ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý120ÌPage 38, line 41, at end insert_ÌÜjf4Ý()ÌIt must state that each person who becomes a member of the RTM company shall be liable for costs incurred (jointly and severally with the RTM company and each other person who is so liable) by those persons specified in section 86(1) should the events mentioned in section 87(1) occur."ÌÜjf9Ý1079203905883ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý121ÌPage 39, line 5, at end insert_ÌÜjf4Ý(10)ÌRegulations may provide for the procedure for an RTM company to apply to a leasehold valuation tribunal for the acquisition of the right to manage earlier than six months after the relevant date."ÌÜjf9Ý1080203915883ÌÜjf1ÝClause 80ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý122ÌPage 39, line 15, at end insert_ÌÜjf4Ý()ÌNor shall a failure to serve any qualifying tenant or tenants with a notice of invitation to participate invalidate the claim notice, so long as a sufficient number of qualifying tenants were members of the company on the relevant date."ÌÜol0ÝËÜjf9Ý1082204012773ÌÜjf1ÝClause 82ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý123ÌPage 40, line 12, at end insert , orÌÜjf10Ý(c)Ìclaiming that there are special reasons why the RTM company should not acquire the right to manage,"ÌÜjf9Ý1082204018103ÌÜjf3Ý124ÌPage 40, line 18, after (2)(b)" insert or (c)"ÌÜjf9Ý1082204032883ÌÜjf3Ý125ÌPage 40, line 32, at end insert_ÌÜjf4Ý(5A)ÌAn objector shall establish that there are special reasons why the RTM company should not acquire the right to manage, if he shows_ÌÜjf10Ý(a)Ìthat he would suffer serious prejudice by allowing the RTM company to acquire the right to manage,ÌÜjf10Ý(b)Ìthat the prejudice he would suffer is significantly greater than the prejudice ordinarily suffered by those against whom the right to manage exercised, andÌÜjf10Ý(c)Ìthat in all the circumstances it is just and convenient that the RTM company should not acquire the right to manage.ÌÜjf4Ý(5B)ÌIn particular, special reasons shall be established if the acquisition of the right to manage is sought with a view to delaying or avoiding the carrying out of necessary repairs to, or at, the premises."ÌÜjf9Ý1082204044883ÌÜjf3Ý126ÌPage 40, line 44, at end insert_ÌÜjf4Ý(9)ÌIf, on an application under subsection (3), it is finally determined that the company was on the relevant date entitled to acquire the right to manage the premises, the leasehold valuation tribunal, or any tribunal or court finally determining the application, shall specify a date, not less than three months from the date of final determination, on which the RTM company shall acquire the right to manage."ÌÜol0ÝËÜjf9Ý1087300000901ÌÜjf1ÝAfter Clause 87ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý127ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝApplication for order that RTM company cease to have right to manageÌÜjf4Ý(1)ÌAfter an RTM company acquires the right to manage any premises, from time to time any person who is_ÌÜjf10Ý(a)Ìa qualifying tenant;ÌÜjf10Ý(b)Ìa tenant of any part of the premises who is not a qualifying tenant; orÌÜjf10Ý(c)Ìthe landlord of the whole or any part of the premises (including mesne landlords) or a management company party to any lease of the premises, or any part thereof, who prior to the acquisition date had the right to manage the premises,ÌÜjf36Ýmay apply to the leasehold valuation tribunal for an order that the RTM company cease to have the right to manage.ÌÜjf4Ý(2)ÌThe grounds on which such an application may be made are that on the date of the application_ÌÜjf10Ý(a)Ìthat where there are only two flats in the premises the tenants of both flats are not both qualifying tenants and members of the RTM company;ÌÜjf10Ý(b)Ìif there be more than two flats in the premises the tenants of fewer than one half of all the flats in the premises are both qualifying tenants and members of the RTM company; orÌÜjf10Ý(c)Ìthat the RTM company has failed adequately to manage the premises or has failed to carry necessary works of repair to, or at, the premises and that it is just and convenient that it should cease to have the right to manage the premises.ÌÜjf4Ý(3)ÌThe application must be served on_ÌÜjf10Ý(a)Ìthe RTM company, andÌÜjf10Ý(b)Ìon the landlord of the whole or any part of the premises (including mesne landlords) and any management company party to any lease of the premises, or any part thereof, who but for the RTM company's right to manage would have the right to manage the premises.ÌÜjf4Ý(4)ÌThe appropriate national authority may make regulations for the procedure for such applications, including provisions as to costs."ÌÜjf9Ý1089204446994ÌÜjf1ÝClause 89ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3ÝÌÜcf2ÝThe Lord Kingsland gives notice of his intention to oppose the Question that Clause 89 stand part of the Bill.Ücf1ÝÌÜjf9Ý1090204607883ÌÜjf1ÝClause 90ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý128ÌPage 46, line 8, at end insert_ÌÜjf4Ý(8)ÌUnless the contractor party and the RTM otherwise agree in writing within a period of 28 days after service of a contract notice, the management contract shall continue in full force and effect from the acquisition date as if it had been made between the contractor party and the RTM and not with the manager party, save that the RTM shall have no liability under it for breaches on the part of the manager party occurring prior to the acquisition date."ÌÜol0ÝËÜjf9Ý1090204608994ÌÜjf3ÝÌÜcf2ÝThe Lord Kingsland gives notice of his intention to oppose the Question that Clause 90 stand part of the Bill.Ücf1ÝÌÜjf9Ý1090300000901ÌÜjf1ÝAfter Clause 90ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý129ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝBenefits and obligations under existing management contractsÜcf1ÝÌÜjf4Ý(1)ÌSubject to subsections (2) and (3), the RTM company shall become entitled to the benefits and subject to the obligations of the manager party under the existing management contracts relating to the premises.ÌÜjf4Ý(2)ÌAn existing management contract entered into after the date on which the claim notice under section 77(6) is given to the landlord may be terminated by the RTM company on not less than one month's notice unless the RTM company has agreed to the contract being entered into.ÌÜjf4Ý(3)ÌAny other existing management contract may be terminated by the RTM company on not less than one month's notice if, in the opinion of the directors of the RTM_ÌÜjf10Ý(a)Ìthe consideration payable to the contractor party is excessive;ÌÜjf10Ý(b)Ìthe services to be provided or other things to be done under the contract are inappropriate; orÌÜjf10Ý(c)Ìthe contractor party is not a fit and proper person to provide the services or do the other things required by the contract.ÌÜjf4Ý(4)ÌAny term of a contract which provides for any compensations to be payable for the exercise by a RTM company of rights under subsection (2) or (3) is void."ÌÜjf9Ý1090300000903ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý130ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝPrevious contractsÜcf1ÝÌÜjf4Ý()ÌUpon the acquisition date previous contracts shall be null and void.ÌÜjf4Ý()ÌThe RTM company shall be under no obligation to continue contracts but the rules relating to frustrated contracts shall apply.ÌÜjf4Ý()ÌCosts incurred at the date of frustration shall be recoverable, otherwise compensation shall not be payable."ÌÜol0ÝËÜjf9Ý1091204629162ÌÜjf1ÝClause 91ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý131ÌPage 46, line 29, leave out four" and insert three"ÌÜjf9Ý1091300000901ÌÜjf1ÝAfter Clause 91ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý132ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝHandover of management function at acquisition dateÜcf1ÝÌÜjf4Ý(1)ÌTo ensure a proper handover of management function at the acquisition date, the following procedure shall be followed.ÌÜjf4Ý(2)ÌThe acquisition date shall be no less than three months from the notice of claim to acquire the right to manage.ÌÜjf4Ý(3)ÌFrom the date of a counter-notice, or a period not less than two months before the acquisition date, the landlord shall be obliged to forward all management information on a daily basis.ÌÜjf4Ý(4)ÌThe above procedures may be varied by agreement between the parties."ÌÜjf9Ý1092204709132ÌÜjf1ÝClause 92ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý133ÌPage 47, line 9, leave out four" and insert three"ÌÜjf9Ý1092204712131ÌÜjf3Ý134ÌPage 47, line 12, leave out from date" to end of line 13ÌÜjf9Ý1092300000901ÌÜjf1ÝAfter Clause 92ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý135ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝFunds available to RTM companiesÜcf1ÝÌÜjf4Ý(1)ÌTo ensure that adequate funds are available to the RTM company, the following procedures shall apply.ÌÜjf4Ý(2)ÌThe acquisition date shall be no less than three months from the notice of claim to acquire the right to manage.ÌÜjf4Ý(3)ÌAt the acquisition date the landlord must hand over all uncommitted service charges and in the event that further incurred expenditure becomes apparent, but is not taken into account by the landlord, it shall be the duty of the RTM company to meet this expenditure subject to it being reasonably incurred.ÌÜjf4Ý(4)ÌThe above procedures may be varied by agreement between the parties."ÌÜol0ÝËÜjf9Ý1095300000903ÌÜjf1ÝAfter Clause 95ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý136ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝManagement functions: insuranceÌÜjf4Ý(1)ÌNotwithstanding the specific terms of any lease of the whole or part of the building, any person responsible for management functions in relation to the premises shall ensure that the entire building is insured under a single insurance policy.ÌÜjf4Ý(2)ÌAny person responsible for arranging an insurance policy under subsection (1) shall be under a duty to obtain best value for the service charge payers in procuring a suitable policy.ÌÜjf4Ý(3)ÌIf, in the opinion of any party to a lease, the insurance policy arranged in accordance with subsection (1) does not represent best value for the service charge payers, they may refer the matter to the leasehold valuation tribunal for determination.ÌÜjf4Ý(4)ÌAny reference of an insurance policy to a leasehold valuation tribunal under this section shall be supported by an alternative quotation for insurance cover from a recognised and reputable supplier to support the case; and the leasehold valuation tribunal shall not consider any such reference unless it is supported by such an alternative quotation.ÌÜjf4Ý(5)ÌThe duty to arrange insurance under subsection (1) applies notwithstanding the existence of a dispute which has been referred to the leasehold valuation tribunal.ÌÜjf4Ý(6)ÌIn determining any dispute referred to it under subsection (3), the leasehold valuation tribunal shall take into account_ÌÜjf10Ý(a)Ìthe extent of cover procured, andÌÜjf10Ý(b)Ìthe level of premium payable by individual service charge payers."ÌÜjf9Ý1096204839883ÌÜjf1ÝClause 96ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý137ÌPage 48, line 39, at end insert_ÌÜjf4Ý()ÌThe RTM company must not grant an approval in relation to the making of alterations, improvements or change of use."ÌÜjf9Ý1096204843051ÌÜjf3Ý138ÌPage 48, line 43, leave out the making of improvements or alterations of use"ÌÜjf9Ý1097204942883ÌÜjf1ÝClause 97ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý139ÌPage 49, line 42, at end insert_ÌÜjf4Ý()ÌIn making its determination, the leasehold valuation tribunal shall act only in accordance with the provisions of the lease, and may not under any circumstances override any absolute prohibitions which may be contained in the lease."ÌÜol0ÝËÜjf9Ý1101205121853ÌÜjf1ÝClause 101ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý140ÌPage 51, line 21, at end insert , or the appropriate proportion shall be determined with regard to the method of allocation of service charge in other units.ÌÜjf4Ý()ÌFailing agreement to determine the appropriate proportion by either method described in subsection (4), the matter shall be referred to a leasehold valuation tribunal."ÌÜjf9Ý1113205721883ÌÜjf1ÝClause 113ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý141ÌPage 57, line 21, at end insert_ÌÜjf4Ý()ÌIn any property where there is a non-residential element, the landlord may serve a counter-notice but shall be obliged to offer a 999 year lease of all the residential areas to the RTE company.ÌÜjf4Ý()ÌNotwithstanding this, the RTE company shall have full rights to manage the residential area.ÌÜjf4Ý()ÌThe 999 year lease shall include suitable mutually enforceable covenants which may be specified in regulations."ÌÜjf9Ý1113205721994ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3ÝÌÜcf2ÝThe Lord Kingsland gives notice of his intention to oppose the Question that Clause 113 stand part of the Bill.Ücf1ÝÌÜjf9Ý1117205825994ÌÜjf1ÝClause 117ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3ÝÌÜcf2ÝThe Lord Kingsland gives notice of his intention to oppose the Question that Clause 117 stand part of the Bill.Ücf1ÝÌÜjf9Ý1119205838003ÌÜjf1ÝClause 119ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý142ÌPage 58, line 38, at beginning insert Subject to section 4AA,"ÌÜjf9Ý1119205914663ÌÜjf3Ý143ÌPage 59, line 14, at end insert_ÌÜjf4Ý(4)ÌA company which is a RTM company may not become a RTE company except by a resolution passed with the affirmative vote or written consent of all its members.ÌÜjf4Ý(5)ÌIn this Part, RTM company" has the same meaning as in Chapter 1 of Part 3 of the Commonhold and Leasehold Reform Act 2001."ÌÜjf9Ý1119205914773ÌÜjf3Ý144ÌPage 59, line 14, at end insert_ÌÜjf12ÝÌÜcf1ÝÜcf3Ý4AARTE companies: limited liability partnershipsÜcf1ÝÌÜjf4Ý(1)ÌThe Secretary of State may by order direct that, as an alternative to being a private company limited by guarantee, a body corporate may be a RTE company in relation to premises if it is a limited liability partnership and an agreement between its members states that its object, or one of its object, is the exercise of the right to collective enfranchisement with respect to the premises.ÌÜjf4Ý(2)ÌRegulations may make modifications of this Act in relation to RTE companies which are limited liability partnerships."ÌÜol0ÝËÜjf9Ý1119205919091ÌÜjf3Ý145ÌPage 59, line 19, leave out from premises" to end of line 22ÌÜjf9Ý1119205929001ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý146ÌPage 59, leave out lines 29 to 31ÌÜjf9Ý1119205942082ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý147ÌPage 59, line 42, leave out 28" and insert 56"ÌÜjf9Ý1119206017003ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý148ÌPage 60, line 17, at end insert_ÌÜjf12ÝÌÜcf1ÝÜcf3Ý4BARelevant conveyance to RTE companiesÜcf1ÝÌÜjf4Ý(1)ÌIn this section_ÌÜjf10Ý(a)Ìrelevant tenancy" means the tenancy of a flat contained in premises which were the subject of a relevant conveyance (as defined in section 4B) to a RTE company; andÌÜjf10Ý(b)Ìrelevant tenant" means a person who at the time of the relevant conveyance was a participating member by virtue of holding a relevant tenancy and includes any successor in title of that person.ÌÜjf4Ý(2)ÌAfter the executions of the relevant conveyance to the RTE company, on the assignment of a relevant tenancy by a relevant tenant_ÌÜjf10Ý(a)Ìthe assignor (unless he is also a relevant tenant under a relevant tenancy of another flat in the same premises) ceases to be a member of the RTE company; andÌÜjf10Ý(b)Ìthe assignee (unless he is already a member of the RTE company) shall become a member of the RTE company."ÌÜjf9Ý1122300000901ÌÜjf1ÝAfter Clause 122ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý149ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝCovenants on conveyance of part of buildingÜcf1ÝÌÜjf4ÝÌAfter section 34 of the 1993 Act insert_ÌÜjf41ÝÜjf4ÝÜcf1ÝÜcf3Ý34AÌÜcf3ÝCovenants on conveyance of part of buildingÜcf1ÝÌÜjf4Ý(1)ÌThis section applies to a conveyance executed for the purposes of this Chapter of a self-contained part of a building if it does not constitute a vertical division of the building or if the structure of the building is such that it could not be redeveloped independently of the remainders of the building.ÌÜjf4Ý(2)ÌA conveyance to which this section applies shall include such covenants (including positive covenants) enforceable by and against the parties to the conveyance and their successors in title as may be prescribed."."ÌÜjf40ÝÜol0ÝËÜjf9Ý1123206209112ÌÜjf1ÝClause 123ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý150ÌPage 62, line 9, leave out from payable)," to end of line 10 and insert in paragraph 1(1), for the definition of the valuation date" substitute_ÌÜjf10ÝÌthe valuation date" means the date of service of the reversioner's counter-notice."ÌÜjf9Ý1123206210994ÌÜjf3ÝÌÜcf2ÝThe Lord Kingsland gives notice of his intention to oppose the Question that Clause 123 stand part of the Bill.Ücf1ÝÌÜjf9Ý1123300000901ÌÜjf1ÝAfter Clause 123ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý151ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝAbolition of marriage valuesÜcf1ÝÌÜjf4ÝÌIn Schedule 6 to the 1993 Act, omit_ÌÜjf10Ý(a)Ìparagraph 2(1)(b);ÌÜjf10Ý(b)Ìparagraph 4;ÌÜjf10Ý(c)Ìparagraph 5A(2)(b);ÌÜjf10Ý(d)Ìparagraph 5C;ÌÜjf10Ý(e)Ìparagraphs 9 and 9A;ÌÜjf10Ý(f)Ìparagraph 10(1)(b);ÌÜjf10Ý(g)Ìparagraph 12;ÌÜjf10Ý(h)Ìparagraphs 15 and 16; andÌÜjf10Ý(i)Ìparagraphs 19 and 20."ÌÜjf9Ý1123300000903ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý152ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝPrice payable by nominee purchaserÌÜjf4ÝÌIn paragraph 2(1) of Schedule 6 to the 1993 Act, at end insert_ÌÜjf10Ý(d)Ìa sum equivalent to the interest accruing at the base rate applied by the London clearing banks at the time to a principal sum which is equivalent to the aggregate sum of the values derived from paragraphs (a) to (c) above during the period between the valuation date and the date of the completion of the transaction"."ÌÜol0ÝËÜjf9Ý1124206214994ÌÜjf1ÝClause 124ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÊTHE LORD KINGSLANDÌÜjf3ÝÌÜcf2ÝThe above-named Lords give notice of their intention to oppose the Question that Clause 124 stand part of the Bill.Ücf1ÝÌÜol0ÝËÜjf9Ý1125206221092ÌÜjf1ÝClause 125ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý153ÌPage 62, line 21, leave out eighty" and insert ninety"ÌÜjf9Ý1125206222994ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÊTHE LORD KINGSLANDÌÜjf3ÝÌÜcf2ÝThe above-named Lords give notice of their intention to oppose the Question that Clause 125 stand part of the Bill.Ücf1ÝÌÜjf9Ý1127206232001ÌÜjf1ÝClause 127ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý154ÌPage 62, line 32, leave out subsection (2)ÌÜjf9Ý1127206233883ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý155ÌPage 62, line 33, at end insert_ÌÜjf4Ý()ÌFor subsection (2)(b), substitute_ÌÜjf10Ý(b)Ìthe tenant or, if the lease by virtue of which the tenant is a qualifying tenant is vested in trustees, an individual having an interest in the trust has occupied the flat as his only or principal residence for at least twelve months at any time, whether or not he has used it also for other purposes.""ÌÜol0ÝËÜjf9Ý1127206301001ÌÜjf3Ý156ÌPage 63, line 1, leave out subsection (3)ÌÜjf9Ý1127206301002ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý157ÌPage 63, line 1, leave out subsection (3) and insert_ÌÜjf4Ý(3)ÌIn subsections (2)(b), (2A) and (2B) (requirement that tenant has occupied flat as only principal home for three years), for three years" substitute 6 months"."ÌÜol0ÝËÜjf9Ý1127206301031ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý158ÌPage 63, line 1, leave out (2)(b)"ÌÜjf9Ý1127206302994ÌÜjf3ÝÌÜcf2ÝThe Lord Kingsland gives notice of his intention to oppose the Question that Clause 127 stand part of the Bill.Ücf1ÝÌÜjf9Ý1129206311073ÌÜjf1ÝClause 129ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý159ÌPage 63, line 11, after flat" insert and who has occupied the flat as his only or principal home for three years before his death, or for periods amounting to three years in the ten years before his death"ÌÜol0ÝËÜjf9Ý1131206335062ÌÜjf1ÝClause 131ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý160ÌPage 63, line 35, leave out from lease)," to end of line 36 and insert in paragraph 1, for the definition of the valuation date" substitute_ÌÜjf10ÝÌthe valuation date" means the date of service of the reversioner's counter-notice."ÌÜjf9Ý1131300000902ÌÜjf1ÝAfter Clause 131ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý161ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝAbolition of marriage valueÜcf1ÝÌÜjf4ÝÌIn Schedule 13 to the 1993 Act, omit_ÌÜjf10Ý(a)Ìparagraph 2(b);ÌÜjf10Ý(b)Ìparagraphs 4 to 4B; andÌÜjf10Ý(c)Ìparagraph 10."ÌÜol0ÝËÜjf9Ý1131300000903ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý162ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝPremium payable by tenantÜcf1ÝÌÜjf4ÝÌIn paragraph 2 of Schedule 13 to the 1993 Act, at the end insert_ÌÜjf10Ý(d)Ìa sum equivalent to the interest accruing at the base rate applied by the London clearing banks at the time to a principal sum which is equivalent to the aggregate sum of the values derived from sub-paragraphs (a) to (c) above during the period between the valuation date and the date of the completion of the transaction.""ÌÜjf9Ý1132206340994ÌÜjf1ÝClause 132ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÊTHE LORD KINGSLANDÌÜjf3ÝÌÜcf2ÝThe above-named Lords give notice of their intention to oppose the Question that Clause 132 stand part of the Bill.Ücf1ÝÌÜjf9Ý1133206407032ÌÜjf1ÝClause 133ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý163ÌPage 64, line 7, leave out eighty" and insert ninety"ÌÜjf9Ý1133206407994ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÊTHE LORD KINGSLANDÊTHE LORD WILLIAMS OF ELVELÌÜjf3ÝÌÜcf2ÝThe above-named Lords give notice of their intention to oppose the Question that Clause 133 stand part of the Bill.Ücf1ÝÌÜol0ÝËÜjf9Ý1133300000903ÌÜjf1ÝAfter Clause 133ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý164ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝTapering of marriage valuesÜcf1ÝÌÜjf4ÝÌFor leases where there is an unexpired term of more than 50 but less than 80 years, for each year in reverse chronological order following the eightieth, the amount of marriage value shall be increased by one-thirtieth pro-rata, until the fiftieth year at which point the marriage value shall revert to full value."ÌÜjf9Ý1134300000903ÌÜjf1ÝAfter Clause 134ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý165ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝAbolition of marriage valueÜcf1ÝÌÜjf4Ý(1)ÌSection 9 of the 1967 Act (purchase price and costs of enfranchisement, and tenant's right to withdraw) is amended as follows.ÌÜjf4Ý(2)ÌIn subsection (1A) after willing seller" insert with the tenant and members of his family (as defined in section 7(7) of this Act) who reside in the house not buying or seeking to buy".ÌÜjf4Ý(3)ÌIn subsection (1C), omit the words after in accordance with subsection (1A) above"."ÌÜjf9Ý1134300000904ÌÜjf3Ý166ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝExcluded tenanciesÜcf1ÝÌÜjf4ÝÌIn section 1AA of the 1967 Act (additional right to enfranchisement where tenancy of house not at low rent), omit_ÌÜjf10Ý(a)Ìin subsection (1), the words and is not an excluded tenancy";ÌÜjf10Ý(b)Ìsubsection (3); andÌÜjf10Ý(c)Ìsubsection (5)."ÌÜjf9Ý1135206416001ÌÜjf1ÝClause 135ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý167ÌPage 64, line 16, leave out subsection (1)ÌÜjf9Ý1135206425001ÌÜjf3Ý168ÌPage 64, line 25, leave out subsections (3) to (6)ÌÜjf9Ý1135206437994ÌÜjf3ÝÌÜcf2ÝThe Lord Kingsland gives notice of his intention to oppose the Question that Clause 135 stand part of the Bill.Ücf1ÝÌÜjf9Ý1141206728994ÌÜjf1ÝClause 141ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÊTHE LORD KINGSLANDÌÜjf3ÝÌÜcf2ÝThe above-named Lords give notice of their intention to oppose the Question that Clause 141 stand part of the Bill.Ücf1ÝÌÜol0ÝËÜjf9Ý1142206733032ÌÜjf1ÝClause 142ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý169ÌPage 67, line 33, leave out eighty" and insert ninety"ÌÜjf9Ý1142206734994ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÊTHE LORD KINGSLANDÌÜjf3ÝÌÜcf2ÝThe above-named Lords give notice of their intention to oppose the Question that Clause 142 stand part of the Bill.Ücf1ÝÌÜol0ÝËÜjf9Ý1143300000903ÌÜjf1ÝAfter Clause 143ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý170ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝExpiration of tenant's noticeÌÜjf4ÝÌIn section 22 of the 1967 Act (validity of tenants' notices), insert_ÌÜjf41ÝÜjf4Ý(3A)ÌIf a tenant has given notice to acquire the freehold under this Part of the Act, and has received a notice from the landlord in response to his claim, but has not applied to the leasehold valuation tribunal to determine any of the matters referred to in section 21(1) within six months of the date of the landlord's notice, the tenant's notice shall be deemed to be withdrawn.""ÌÜjf40ÝÜol0ÝËÜjf9Ý1146100000903ÌÜjf1ÝBefore Clause 146ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý171ÌInsert the following new Clause_ÌÜjf12ÝÌÜcf1ÝÜcf3ÝTenant's right to apply to court for appointment of managerÜcf1ÝÌÜjf4Ý(1)ÌSection 21 of the 1987 Act (tenant's right to apply to court for appointment of manager) is amended as follows.ÌÜjf4Ý(2)ÌIn subsection (3)(a) for or a resident landlord" substitute_ÌÜjf41ÝÜjf10Ý(aa)Ìthe interest of the landlord in the premises is held by a resident landlord and more than half the flats in their premises are held on long leases".ÌÜjf40ÝÜjf4Ý(3)ÌAt end insert_ÌÜjf41ÝÜjf4Ý(8)ÌReferences in this Part to a landlord (except in subsection (3)) include any person who is responsible under a lease for the management of the premises or any part of the premises.""ÌÜjf40ÝÜjf9Ý1158207935001ÌÜjf1ÝClause 158ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý172ÌPage 79, line 35, leave out subsection (3)ÌÜjf9Ý1159208042883ÌÜjf1ÝClause 159ÌÜjf2ÝTHE LORD WILLIAMS OF ELVELÊTHE EARL OF CAITHNESSÌÜjf3Ý173ÌPage 80, line 42, at end insert_ÌÜjf4Ý()ÌIf the landlord wishes to enforce his right to recover through proceedings, he shall be obliged to have demanded rent and given 30 days notice where more than one period is involved."ÌÜol0ÝËÜjf9Ý1164312331103ÌÜjf1ÝSchedule 12ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý174ÌPage 123, line 31, after tribunal" insert , and to any such other party as the leasehold valuation tribunal may direct,"ÌÜjf9Ý1164312332013ÌÜjf3Ý175ÌPage 123, line 32, after information" insert , or to supply any documents,"ÌÜjf9Ý1164312332073ÌÜjf3Ý176ÌPage 123, line 32, after may" insert , on the application of a party or of its own initiative,"ÌÜjf9Ý1164312333103ÌÜjf3Ý177ÌPage 123, line 33, after tribunal" insert , and to the other party or parties as the case may be,"ÌÜol0ÝËÜjf9Ý1164312402103ÌÜjf3Ý178ÌPage 124, line 2, after a" insert directions hearing and a"ÌÜjf9Ý1164312403553ÌÜjf3Ý179ÌPage 124, line 3, at end insert directions hearing and a"ÌÜjf9Ý1164312404553ÌÜjf3Ý180ÌPage 124, line 4, at end insert and for the making of directions at such a hearing or review"ÌÜjf9Ý1164312419773ÌÜjf3Ý181ÌPage 124, line 19, at end insert_ÌÜjf4Ý(2)ÌProcedure regulations may include provision empowering leasehold valuation tribunals to dismiss applications or transferred proceedings, in whole or in part, or to exclude the whole or part of any party's case, on the ground that a party has failed to comply with a direction or directions made by a leasehold valuation tribunal within the period for compliance specified by the leasehold valuation tribunal."ÌÜjf9Ý1164312422553ÌÜjf3Ý182ÌPage 124, line 22, at end insert if all the parties so request"ÌÜol0ÝËÜjf9Ý1164312425553ÌÜjf3Ý183ÌPage 124, line 25, at end insert if all the parties so request"ÌÜjf9Ý1164312511023ÌÜjf3Ý184ÌPage 125, line 11, after pay" insert the whole or part of"ÌÜjf9Ý1164312519663ÌÜjf3Ý185ÌPage 125, line 19, at end insert_ÌÜjf110Ý(c)Ìcosts have been thrown away as a result of his failure to comply with a direction or directions made by a leasehold valuation tribunal within the period for compliance specified by the leasehold valuation tribunal,ÌÜjf110Ý(d)Ìin the opinion of the leasehold valuation tribunal he acted unreasonably in commencing or prosecuting the proceedings, orÌÜjf110Ý(e)Ìin the opinion of the leasehold valuation tribunal the proceedings were occasioned by his unreasonable acts or omissions."ÌÜjf9Ý1164312520002ÌÜjf3Ý186ÌPage 125, line 20, leave out sub-paragraph (3) and insert_ÌÜjf112ÝÌ(3)ÌIn determining the amount of costs that a party is to pay to another party under this paragraph, the leasehold valuation tribunal shall have regard to the financial resources of the party who is to pay the costs".ÌÜjf9Ý1164312527553ÌÜjf3Ý187ÌPage 125, line 27, at end insert or in accordance with section 86 of this Act"ÌÜjf9Ý1165208427883ÌÜjf1ÝClause 165ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý188ÌPage 84, line 27, at end insert_ÌÜjf4Ý()ÌBut every appeal will be limited to a review of the decision of the leasehold valuation tribunal unless the Lands Tribunal considers that in the case of an individual appeal it would be in the interests of justice to hold a re-hearing.ÌÜjf4Ý()ÌAnd the Lands Tribunal will not receive oral evidence or evidence which was not before the leasehold valuation tribunal unless it considers that it would be in the interests of justice to do so."ÌÜjf9Ý1168208520113ÌÜjf1ÝClause 168ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý189ÌPage 85, line 20, after under" insert section 72(2) or "ÌÜjf9Ý1168208525883ÌÜjf3Ý190ÌPage 85, line 25, at end insert_ÌÜjf4Ý(6)ÌPrior to the Secretary of State or the National Assembly for Wales making any regulations under the powers given herein to the appropriate national authority, the Secretary of State and the National Assembly for Wales (as the case may be) shall consult with the other and, when making regulations, shall take in account the particular desirability of regulations being the same for both England and Wales."ÌÜol0ÝËÜjf9Ý1173300000901ÌÜjf1ÝBefore Schedule 2ÌÜjf2ÝTHE LORD GOODHARTÊTHE BARONESS HAMWEEÌÜjf3Ý191ÌInsert the following new Schedule_ÌÜjf125ÝÜcf1ÝSCHEDULEÊÜol0ÝÜcf1ÝSection 3ÉÜol0ÝÌÜjf125ÝÜcf17ÝNon-consenting proprietorsÜcf1ÝÌÜjf112Ý1ÌÌIn this Schedule_ÌÜjf110ÝÌexcluded flat" means a flat in which a non-consenting proprietor is the registered proprietor of a leasehold estate or of a change over such an estate;ÌÜjf110ÝÌexcluded lease" means a leasehold estate of which aÜjynon-consenting proprietor is the registered proprietor or over which a non-consenting proprietor has a registered charge.ÌÜjf112Ý2ÌÌSection 9 shall apply in relation to the freehold estate in the land, but notwithstanding anything in that section_ÌÜjf110Ý(a)Ìthe commonhold association shall be entitled to be registered as the proprietor of the freehold estate in an excluded flat, andÌÜjf110Ý(b)Ìan excluded lease shall not be extinguished.ÌÜjf112Ý3ÌÌThe leasee under an excluded lease may (with the consent of the registered proprietor of any charge over the lease and of any registered proprietor of another excluded lease of the same flat or of a charge over such a lease) at any time exchange the lease for the freehold estate in the flat.ÌÜjf112Ý4ÌÌOn an exchange under paragraph 3_ÌÜjf110Ý(a)Ìthe excluded flat shall become a commonhold unit,ÌÜjf110Ý(b)Ìthe former lessee shall be entitled to be registered as the proprietor of the freehold estate in the unit and to become a member of the commonhold association, andÌÜjf110Ý(c)Ìany inferior lease of the excluded flat shall be extinguished and section 10(2) shall have effect.ÌÜjf112Ý5ÌÌRegulations may provide for the computation of the price and other terms on which the lessee may exercise his rights under paragraph 3.ÌÜjf112Ý6ÌÌThe lessee under an excluded lease shall not be entitled to exercise the rights conferred by Chapter II of Part I of the Leasehold Reform, Housing and Urban Development Act 1993 (c. 28), but this paragraph shall be disregarded in calculating any price to be paid for exercise of rights under paragraph 3.ÌÜjf112Ý7ÌÌOn the expiring of an excluded lease which has not been exchanged for a freehold estate under paragraph 3 (unless there is another excluded lease of all or part of the same flat) the commonhold association shall sell the excluded flat as a commonhold unit and retain the  proceeds of sale for its own benefit.ÌÜjf112Ý8ÌÌRegulations (which may provide for the modification of Part I in relation to commonhold land which includes the reversion to an excluded lease) may make consequential provision for giving effect to this Schedule."ÌÜjf9Ý1173300000902ÌÜjf1ÝAfter Schedule 2ÌÜjf2ÝTHE LORD KINGSLANDÌÜjf3Ý192ÌInsert the following new Schedule_ÌÜjf125ÝSCHEDULE 2AÊÜol0ÝÜcf1ÝSection 30ÉÜol0ÝÌÜjf125ÝForm of Commonhold Community StatementÌÜjf104ÝÌÜcf1ÝA Commonhold Community Statement produced under this Schedule shall take the following form_ÌÜjf125ÝCOMMONHOLD COMMUNITY STATEMENTÊ[NAME] COMMONHOLD ASSOCIATION LIMITEDÌÜjf112ÝÌÌThis Commonhold Community Statement (referred to as this Statement") is to be read together with the Memorandum and Articles of Association of the company referred to above (referred to in this Statement as the Memorandum", the Articles" and the Commonhold Association" respectively). In the event of any conflict between the provisions of this Statement and the Memorandum and Articles, the provisions of the Memorandum and Articles shall prevail.ÌÜjf112ÝÌÌCapitalised terms have the same meaning as in Part I of the Commonhold and Leasehold Reform Act 2001 (referred to in this Statement as the Act").ÌÜjf112ÝÌÌWherever permitted or required by regulations made under section 13(6) of the Act, references in this Statement to Unit-holders include joint Unit-holders.ÌÜjf112ÝÌÌThis Statement may only be amended in accordance with sections 22, 23, 29 and 32 of the Act and regulations made thereunder (as applicable).ÌÜjf112ÝÌÌThe Statement must be signed by or on behalf of the applicant for registration.ÌÜjf125ÝÜcf3ÝFURTHER INFORMATION ABOUT THE COMMONHOLDÊ[ENTER NAME OF COMMONHOLD] MAY BE FOUND IN THEÊMEMORANDUM AND ARTICLES OF ASSOCIATION OFÊTHE [			] COMMONHOLD ASSOCIATION AND BY LOOKINGÊAT THE RELEVANT REGISTERS KEPT BY HM LAND REGISTRY.ÌÜjf125ÝÜcf3ÝPART I: THE COMMONHOLD LAND, THE COMMONHOLD ASSOCIATION AND THE APPLICANT FOR REGISTRATIONÌÜjf126ÝThe LandÌÜjf112Ý1.ÌÌAddress(es) of the Commonhold:ÌÜjf126ÝThe Commonhold AssociationÌÜjf112Ý2.ÌÌName of the company:ÌÜjf112Ý3.ÌÌRegistered number of the company at the Companies Registry:ÌÜjf112Ý4.ÌÌDate of incorporation:ÌÜjf112Ý5.ÌÌRegistered office:ÌÜjf126ÝThe Applicant for Registration (the Developer)ÌÜjf112Ý6.ÌÌNameÌÜjf112Ý7.ÌÌAddressÌÜjf112Ý8.ÌÌCompany registration number (if applicable)ÌÜjf125ÝÜcf3ÝPART II: THE COMMONHOLDÌÜjf112ÝÌÌIn the event of any inconsistency between any of the descriptions given below and the plan or plans of the Commonhold attached hereto, the plans will prevail.ÌÜjf126ÝThe CommonholdÌÜjf112Ý1.ÌÌDescription of the type of Commonhold (residential only, commercial only, or mixed use):ÌÜjf126ÝThe Commonhold UnitsÌÜjf112Ý2.ÌÌThe total number of Commonhold Units in the Commonhold:ÌÜjf112Ý3.ÌÌIdentification of the Commonhold Units (in words) by reference to the plans attached hereto, including in each case:ÌÜjf110Ý(a)Ìa description and the distinctive address(es) of the unit;ÌÜjf110Ý(b)Ìa description of any excluded structures, fittings, apparatus or appurtenances;ÌÜjf110Ý(c)Ìwhether the unit is a residential unit as provided for in Section C of the Rules in Part IV below:ÌÜjf110Ý(d)Ìthe relevant percentage or percentages allocated to the unit for the purposes of the payment of the Commonhold Assessment and any levies under sections 37 and 38 of the Act.ÌÜjf126ÝLimited Use AreasÌÜjf112Ý4.ÌÌIdentification of the Limited Use Areas, if any, including in the case of each area:ÌÜjf110Ý(a)Ìa description of the area; andÌÜjf110Ý(b)Ìa statement of the classes of person who may use it and the kind of use to which the area may be put.ÌÜjf126ÝThe PlansÌÜjf112Ý5.ÌÌA plan or plans of the Commonhold showing each Commonhold Unit, the Common Parts and any Limited Use Areas is/are attached to this Statement.ÌÜjf125ÝÜcf3ÝPART III: DEVELOPMENT RIGHTSÌÜjf112ÝÌÌThis Part of the Statement is subject to section 57 of the Act and regulations made thereunder.ÌÜjf112ÝÌÌIf no development rights of the types mentioned below are to be conferred on the Developer, the relevant paragraph should be deleted.ÌÜjf126ÝThe Developer's rights to carry out Development Business on the CommonholdÌÜjf112Ý1.ÌÌThe Developer has the right to add the following land to the Commonhold:ÌÜjf112Ý2.ÌÌThe right conferred by 1. above will expire on: [date]ÌÜjf112Ý3.ÌÌThe Developer has the right to remove the following land from the Commonhold:ÌÜjf112Ý4.ÌÌThe right conferred by 3. above will expire on: [date]ÌÜjf112Ý5.ÌÌThe Developer has the right to redefine the Commonhold Units in the following respects:ÌÜjf112Ý6.ÌÌThe right conferred by 5. above will expire on: [date]ÌÜjf112Ý7.ÌÌThe Developer has the right to complete the following works on the Commonhold and on any added or removed land:ÌÜjf112Ý8.ÌÌThe works specified in 7. above will be completed by: [date]ÌÜjf126ÝThe extent and effect of the Development BusinessÌÜjf112Ý9.ÌÌA plan or plans of the Commonhold showing the effect and extent of the Development Business is/are attached to this Statement.ÌÜjf126ÝThe Developer's rights to market the Commonhold UnitsÌÜjf112Ý10.ÌÌThe Developer has the right to carry out the following transactions in Commonhold Units which he owns:ÌÜjf112Ý11.ÌÌThe Developer has the right to conduct the following advertising and other activities designed to promote transactions in the Commonhold Units:ÌÜjf126ÝThe Developer's rights to appoint and remove directors of the Commonhold AssociationÌÜjf112Ý12.ÌÌThe Developer has the right to appoint and remove directors in accordance with the articles of association of the Commonhold Association.ÌÜjf125ÝÜcf3ÝPART IV: THE RULES OF THE COMMONHOLD ASSOCIATIONÌÜjf112ÝÌÌReferences to the Rules" are to these rules of the Commonhold Association.ÌÜjf112ÝÌÌRules or parts of Rules shown in italics are optional and are provided by way of illustration only.ÌÜjf126ÝÜcf1ÝINDEX TO THE RULESÌÜjf126ÝSectionÌÜol6ÝÈÜciÜdt4p6g,1p6,26p0,0p6g,5p0ÝÜrrÜbtA:ÜntGeneralÜntRules 1-4ÜetÜbtB:ÜntDealings with Commonhold Units and the Common PartsÜntRules 5-12ÜetÜbtC:ÜntUse of the CommonholdÜntRules Ücf2Ý13-18Ücf1ÝÜetÜbtD:ÜntInsurance, repair and maintenanceÜntRules Ücf2Ý19-26Ücf1ÝÜetÜbtE:ÜntThe Commonhold Assessment and other financial mattersÜntRules Ücf2Ý27-33Ücf1ÝÜetÜbtF:ÜntComplaints, default procedures and enforcementÜntRules Ücf2Ý34-48Ücf1ÝÜetÜbtG:ÜntMeetings, access to documents and committeesÜntRules Ücf2Ý49-52Ücf1ÝÜetÜbtH:ÜntMiscellaneous RulesÜntRules Ücf2Ý53-66Ücf1ÝÜetÜxrÜjf125ÝÜcf1ÝSECTION A: GENERALÌÜjf126ÝEffect of the Memorandum and Articles and the RulesÌÜjf112Ý1.ÌÌThe Memorandum and Articles shall be binding on the members of the Commonhold Association and upon the Commonhold Association in accordance with the provisions thereof and of section 14 of the Companies Act 1985.ÌÜjf112Ý2.ÌÌThese Rules shall be binding on the Commonhold Association and upon all Unit-holders holding Commonhold Units in the Commonhold (Unit-holders"). The Commonhold Association and all Unit-holders undertake to do, or to refrain from doing, all such things as are necessary to give effect to these Rules.ÌÜjf126ÝAmendment of the RulesÌÜjf112Ý3.ÌÌThese Rules may only be amended in accordance with sections 22, 23, 29 and 32 of the Act and regulations made thereunder (as applicable).ÌÜjf126ÝNon-discriminationÌÜjf112Ý4.ÌÌSubject to any applicable law, and except as specifically permitted or required by these Rules, the Commonhold Association shall not discriminate in its application of these Rules or in its treatment of any Unit-holder on the grounds of sex, race or physical or mental capacity.ÌÜjf125ÝÜcf1ÝSECTION B: DEALINGS WITH COMMONHOLD UNITSÊAND THE COMMON PARTSÌÜjf126ÝTransfer of Commonhold UnitsÌÜjf112Ý5.ÌÌThe Commonhold Association shall not prevent or restrict the transfer of a Commonhold Unit.ÌÜjf112Ý6.ÌÌOn transfer of a Commonhold Unit the new Unit-holder shall notify the Commonhold Association of the transfer in the form and manner, and within the time prescribed by regulations made under section 15(4) of the Act.ÌÜjf112Ý7.ÌÌSubject to and in accordance with section 16 of the Act, upon transfer of a Commonhold Unit, the new Unit-holder shall become subject to the Rules.ÌÜjf126ÝLeases of Commonhold UnitsÌÜjf112Ý8.ÌÌA Unit-holder of a Commonhold Unit designated as a residential unit in Part II above may only create a term of years absolute in his Commonhold Unit in accordance with such regulations as may be prescribed from time to time under sections 17 and 19 of the Act.ÌÜjf112Ý9.ÌÌA Unit-holder of a Commonhold Unit which is not designated as a residential unit in Part II above may only create a term of years absolute in his Commonhold Unit in accordance with such regulations as may be prescribed from time to time under section 19 of the Act.ÌÜjf112Ý10.ÌÌTo the extent provided by the Act and by such regulations, and with such minor modifications as the context requires, references in this Statement to a Unit-holder" shall be construed as applying also to a tenant of a Commonhold Unit.ÌÜjf126ÝOther transactions relating to Commonhold UnitsÌÜjf112Ý11.ÌÌSubject to Rules 8 and 9 above, a Unit-holder may only create, grant or transfer an interest in the whole or part of his Commonhold Unit, or create a charge over his Commonhold Unit in accordance with sections 20 and 21 of the Act and such regulations as may be prescribed from time to time under section 21.ÌÜjf112Ý12.ÌÌTo the extent provided by the Act and by such regulations and with such minor modifications as the context requires, references in this Statement to a Unit-holder" shall be construed as applying also to the holder of such interest or charge in a Commonhold Unit.ÌÜjf126ÝLicences etc. of Commonhold UnitsÌÜjf112Ý13.ÌÌA Unit-holder may only create or grant any licence or other right over, or part with possession of, his Commonhold Unit or any part thereof, with the prior written consent of the board of directors of the Commonhold Association (the Board of Directors") and subject to such terms and conditions as the Board of Directors may specify.ÌÜjf112Ý14.ÌÌTo the extent provided by such terms and conditions and with such minor modifications as the context requires, references in this Statement to a Unit-holder" shall be construed as applying also to a licensee, grantee or occupier of a Commonhold Unit.ÌÜjf126ÝMortgages of the Common PartsÌÜjf112Ý15.ÌÌSave that the Commonhold Association may create a legal mortgage over the Common Parts in accordance with section 28 of the Act, the Commonhold Association may not create a charge over the Common Parts.ÌÜjf125ÝÜcf1ÝSECTION C: USE OF THE COMMONHOLDÌÜjf126ÝUse of residential unitsÌÜjf112Ý16.ÌÌÜcf2ÝThe Commonhold Units designated as residential units in Part II above (residential units") shall be used only for residential purposes, or for residential purposes and other incidental purposes.Ücf1ÝÌÜjf112Ý17.ÌÌÜcf2ÝA garage included in a residential unit shall only be used as a private garage.ÌÜjf112Ý18.ÌÌÜcf2ÝA parking space included in a residential unit shall only be used for parking vehicles and shall be for the exclusive use of the Unit-holder of that unit and his invitees.ÌÜjf126ÝGeneral restriction on the use of Commonhold UnitsÌÜjf112Ý19.ÌÌNo Commonhold Unit may be used for any illegal or immoral purpose.ÌÜjf126ÝUse of Common PartsÌÜjf112Ý20.ÌÌSubject to any applicable Rules, the Common Parts may be used by all Unit-holders Ücf2Ý(including any Unit-holder who has created or granted a lease, licence or other right in or over their Commonhold Unit or parted with possession of the same in accordance with these Rules) Ücf1Ýand their invitees.ÌÜjf126ÝLimited Use AreasÌÜjf112Ý21.ÌÌÜcf2ÝThe areas of the Common Parts which are specified as Limited Use Areas in Part II of this Statement may only be used by the classes of persons set out therein and for the kind of use specified therein.Ücf1ÝÌÜjf125ÝÜcf1ÝSECTION D: INSURANCE, REPAIR AND MAINTENANCEÌÜjf126ÝInsuranceÌÜjf112Ý22.ÌÌÜcf2ÝEvery Unit-holder shall take out and maintain buildings and contents insurance, including public liability insurance, in respect of his Commonhold Unit in a form satisfactory to the Board of Directors. Any buildings insurance which is in a form satisfactory to the mortgagee of a Commonhold Unit shall be deemed to be in a form satisfactory to the Board of Directors.ÌÜjf112ÝÌÌÜcf2ÝORÌÜjf112ÝÌÌÜcf2ÝEvery Unit-holder shall take out and maintain contents insurance, including public liability insurance, in respect of his Commonhold Unit in a form satisfactory to the Board of Directors. The Commonhold Association shall take out and maintain buildings insurance, including public liability insurance, in respect of the Commonhold Units.Ücf1ÝÌÜjf112Ý23.ÌÌIf default is made by any Unit-holder in effecting the insurance required by these Rules, the Commonhold Association shall be entitled to arrange and effect such insurance as the Board of Directors shall consider appropriate in respect of the Commonhold Unit.ÌÜjf112Ý24.ÌÌThe Commonhold Association shall take out and maintain appropriate insurance, including public liability insurance, in respect of the Common Parts.ÌÜjf126ÝRepair and Maintenance of the Commonhold UnitsÌÜjf112Ý25.ÌÌEach Unit-holder shall be responsible for the repair and maintenance of Ücf2Ýthe interior of Ücf1Ýhis Commonhold Unit. Ücf2ÝThe Commonhold Association shall be responsible for the repair and maintenance of the exterior of the Commonhold UnitsÜcf1Ý.ÌÜjf112Ý26.ÌÌIf default is made by any Unit-holder in repairing or maintaining his Commonhold Unit as required by these Rules, the Commonhold Association shall be entitled to effect such repairs or maintenance as the Board of Directors shall consider appropriate in respect of the Commonhold Unit and for that purpose shall be entitled to use and enforce rights of access to the Commonhold Unit in accordance with Rule 46 below.ÌÜjf126ÝAlterationsÌÜjf112Ý27.ÌÌAny alterations to the structure or external appearance of a Commonhold Unit may only be made with the written consent of the Board of Directors, and subject to the provisions of sections 22 and 23 of the Act (if applicable).ÌÜjf126ÝProhibited worksÌÜjf112Ý28.ÌÌÜcf2ÝNo Unit-holder shall do or cause to be done any of the following works in or upon his Commonhold Unit, namely [specify].ÌÜjf126ÝRepair and Maintenance of the Common PartsÜcf1ÝÌÜjf112Ý29.ÌÌThe Commonhold Association shall be responsible for the repair and maintenance of the Common Parts in accordance with such specifications and standards as may be set by the Board of Directors and published to Unit-holders from time to time.ÌÜjf125ÝÜcf1ÝSECTION E: THE COMMONHOLD ASSESSMENT ANDÊOTHER FINANCIAL MATTERSÌÜjf126ÝCommonhold AssessmentÌÜjf112Ý30.ÌÌAt least once a year, and at any other time as they may think necessary or appropriate, the Board of Directors shall prepare an estimate of the income required by the Commonhold Association to meet its expenses (including the remuneration, if any, of the directors). The amount so determined shall be allocated among the Commonhold Units in accordance with the relevant percentages for the units as set out in Part II above.ÌÜjf126ÝReserve studyÌÜjf112Ý31.ÌÌAt least every [ten] years, and at any other time as they may think necessary or appropriate, the Board of Directors shall prepare, on the basis of an inspection and with the assistance of such surveyors, engineers or other professional advisers as may be appropriate, a written study listing all of the major assets, equipment, fixtures or fittings which the Commonhold Association owns or maintains with a remaining life of less than [number] years (a reserve study"). The reserve study must estimate in the case of each such item, (i) the remaining life of the item, (ii) the costs of maintaining and replacing the item, and (iii) the annual contribution required to maintain such costs.ÌÜjf126ÝReserve funds and leviesÌÜjf112Ý32.ÌÌThe Board of Directors may from time to time, and having regard to any relevant reserve study, resolve to establish and maintain reserve funds in accordance with, and for the purposes specified in, section 38 of the Act.ÌÜjf112Ý33.ÌÌFor the purpose of obtaining the necessary monies for such reserve funds, the Board of Directors may from time to time set levies which shall be allocated among the Commonhold Units in accordance with the relevant percentages for the units as set out in Part II above.ÌÜjf126ÝNotices and payment of commonhold assessment and leviesÌÜjf112Ý34.ÌÌWithin 28 days after any amounts have been determined and allocated among Commonhold Units as aforesaid, the Board of Directors shall serve notices on each Unit-holder specifying the payment required to be made by him. The notice shall specify the date upon which payment is due and may, if the Board of Directors think fit, give the Unit-holder the option of paying the specified sum in installments in such amounts and on such dates as shall be specified. Except where earlier payment by Unit-holders is necessary to enable the Commonhold Association to pay its debts as and when they fall due, the notice shall not specify a date for payment of any sum which is less than 28 days after service of the notice.ÌÜjf112Ý35.ÌÌUpon receipt of any such notice, the Unit-holders shall pay the amount(s) specified therein by the date(s) specified therein.ÌÜjf126ÝAnnual report and budgetÌÜjf112Ý36.ÌÌIn addition to, and at the same time as circulating or laying before the members of the Commonhold Association in general meeting its annual accounts and its directors' report as required by the Companies Act 1985, the Board of Directors shall also circulate or lay before the members a written report comparing the results of the Commonhold Association against its estimated budget for the year and setting out an estimated budget for the forthcoming year.ÌÜjf125ÝÜcf1ÝSECTION F: COMPLAINTS PROCEDURE,ÊDEFAULT PROCEDURES AND ENFORCEMENTÌÜjf112Ý37.ÌÌSubject to section 34 of the Act, in the event of any breach (including any alleged, suspected or threatened breach) of the Articles or these Rules, Rule 40 below sets out a procedure to be followed by Unit-holders (the Complaints Procedure") and Rules 41-45 below set out a procedure to be followed by the Commonhold Association (the Default Procedure").ÌÜjf112Ý38.ÌÌSubject to Rule 39 below,ÌÜjf110Ý(a)Ìthe Complaints Procedure must be followed prior to the Unit-holder (i) taking any legal proceedings against another Unit-holder or the Commonhold Association, or (ii) referring any matter to an ombudsman appointed pursuant to section 41 of the Act (an Ombudsman"); andÌÜjf110Ý(b)Ìthe Default Procedure must be followed prior to the Commonhold Association (i) exercising any of the rights given under Rules 23 or 26 above, (ii) serving any indemnity notice under Rule 49 below, (iii) taking any legal proceedings against a Unit-holder, or (iv) referring any matter to an Ombudsman.ÌÜjf112Ý39.ÌÌA Unit-holder shall be entitled to depart from the Complaints Procedure in whole or in part, and the Commonhold Association shall be entitled to depart from the Default Procedure in whole or in part, in any case in which the urgency of the matter or other special circumstances make it  unreasonable for the Complaints Procedure or the Default Procedure to be implemented in accordance with their terms.ÌÜjf126ÝComplaints ProcedureÌÜjf112Ý40.ÌÌAny Unit-holder having grounds for complaint in relation to any breach (including any alleged, suspected or threatened breach) of the Articles or the Rules and being unable to achieve a resolution of his complaint by agreement with the other party or paries concerned, shall notify the Board of Directors of his complaint in writing and provide them with all necessary information as they may reasonably require to enable them to take appropriate steps in an effort to resolve the matter in accordance with their duties under section 34 of the Act and under the Default Procedure.ÌÜjf126ÝDefault ProcedureÌÜjf112Ý41.ÌÌIf the Board of Directors have reason to believe that any person (the alleged defaulter") has breached, is breaching, or may breach any of the Articles or these Rules, they shall first attempt to resolve the matter by informal means.ÌÜjf112Ý42.ÌÌIf the Board of Directors are unable to resolve the matter by informal means, they shall serve upon the alleged defaulter a notice in writing (adefault notice") before taking any other action in respect thereof.ÌÜjf112Ý43.ÌÌThe default notice shall specify the alleged breach or anticipated breach of the Articles or these Rules in sufficient detail to enable the alleged defaulter to understand how it is contended that the Articles or Rules have been, are being or might be breached.ÌÜjf112Ý44.ÌÌThe default notice shall specify a reasonable period within which the alleged defaulter (i) must cease and/or remedy the breach, or (ii) give assurances satisfactory to the Board of Directors that a breach will not occur, or (iii) show that there is no breach or anticipated breach as specified in the default notice.ÌÜjf112Ý45.ÌÌThe default notice shall contain a prominent warning that in the event that the alleged defaulter does not comply with the default notice within the required period, the Commonhold Association may take action without any further notice to him, including exercising its rights under Rules 23 or 26, serving an indemnity notice under Rule 49, referring to the dispute to an Ombudsman, or taking legal proceedings, and that any such action may result in orders being made against the alleged defaulter for compensation, costs and interest.ÌÜjf126ÝRights of Access to Commonhold UnitsÌÜjf112Ý46.ÌÌIn addition to any other rights of access which may exist or be enforceable at law, every Unit-holder hereby grants to the Commonhold Association, acting by its officers or other duly appointed agents for the purpose,ÌÜjf110Ý(a)Ìthe right to enter upon his Commonhold Unit in the event of emergency or risk of harm, whether by fire, flood, escape of noxious substances, electricity or otherwise, to the Commonhold or to the health or well-being of any person upon the Commonhold or in adjoining premises; andÌÜjf110Ý(b)Ìthe right to enter upon his Commonhold Unit to carry out any repairs or maintenance in accordance with Rule 26 above, provided that such right of access shall only be enforceable with the consent of the Unit-holder, or pursuant to the order of a court of competent jurisdiction.ÌÜjf126ÝEnforcement of Rules relating to the parking of vehiclesÌÜjf112Ý47.ÌÌÜcf2ÝWithout prejudice to its other rights to ensure compliance with the Rules, the Commonhold Association may take such lawful steps as are necessary to enforce any Rules relating to the parking of vehicles on any part of the Commonhold, including arranging for the immobilisation or removal of vehicles parked in contravention of the Rules.Ücf1ÝÌÜjf126ÝIndemnityÌÜjf112Ý48.ÌÌWithout prejudice to any other remedy to which the Commonhold Association or any other Unit-holder may be entitled, any Unit-holder who is in breach of any provision of the Articles or the Rules or any statutory requirement (the defaulter") shall indemnify and hold harmless the Commonhold Association and any other Unit-holder against any costs arising from such breach, including, if appropriate, the costs of remedying the breach or of acting in the stead of the defaulter as permitted by the Rules.ÌÜjf112Ý49.ÌÌIf the Board of Directors are of the opinion that the Commonhold Association or any Unit-holder has incurred any costs arising from such breach as aforesaid which the defaulter ought to pay, they shall serve a notice (an indemnity notice") on the defaulter requiring him to pay the amount of such costs to the Commonhold Association or to the other Unit-holder within a specified period being not less than 14 days.ÌÜjf112Ý50.ÌÌUpon receipt of such notice, the defaulter shall have 14 days within which to pay the amount specified in the notice, or serve a notice upon the Commonhold Association disputing his liability to pay and/or the amount specified in the notice. If any such dispute cannot be resolved by agreement within 28 days, either the Commonhold Association or the defaulter may refer the dispute to an Ombudsman.ÌÜjf112Ý51.ÌÌSubject to any judgment or award by a court of competent jurisdiction or by an Ombudsman to the contrary, interest shall be payable upon any amounts due or found to be due and not paid by the date specified in the indemnity notice at the rate specified for the time being in regulations made under section 36 of the Act.ÌÜjf125ÝÜcf1ÝSECTION G: MEETINGS, ACCESS TO DOCUMENTS Ücf2ÝAND COMMITTEESÜcf1ÝÌÜjf126ÝÜcf2ÝMeetings of the Commonhold AssociationÜcf1ÝÌÜjf112Ý52.ÌÌAll meetings of the Commonhold Association shall be held on the Commonhold or at such other suitable place as is nearby and reasonably accessible to all members.ÌÜjf126ÝMaintenance and inspection of books and records etcÌÜjf112Ý53.ÌÌThe Commonhold Association must retain and make available for inspection at its registered office a copy of the original and any amended versions of the Commonhold Community Statement, together with a list of the date(s) upon which such documents were registered.ÌÜjf112Ý54.ÌÌAll Unit-holders shall be entitled to and shall be given the same rights of access to, and inspection of the books, documents and accounting records of the Commonhold Association as members of the Commonhold Association.ÌÜjf126ÝCommitteesÌÜjf112Ý55.ÌÌÜcf2ÝThe Commonhold Association shall have the following committees established pursuant to the Articles and for the purposes specified below, together with such other functions and subject to such other powers and restrictions as may be placed upon them from time to time by the Board of Directors. Such committees shall report to, and be subject at all times to control and supervision by, the Board of Directors. The members of such committees shall be elected by the members of the Commonhold Association at the annual general meeting in each year to serve until the conclusion of the next annual general meeting. The committees are:ÌÜjf110ÝÜcf2Ý(a)ÌÜcf2Ýthe executive committee, consisting of [number] members, and having [specify functions];ÌÜjf110ÝÜcf2Ý(b)ÌÜcf2Ýthe finance committee, consisting of [number] members, and having [specify functions];ÌÜjf110ÝÜcf2Ý(c)ÌÜcf2Ýthe buildings committee, consisting of [number] members, and having [specify functions];ÌÜjf110ÝÜcf2Ý(d)ÌÜcf2Ýthe residents' committee, consisting of [number] members who shall be Unit-holders of residential units in the Commonhold and having [specify functions];ÌÜjf110ÝÜcf2Ý(e)ÌÜcf2Ýthe commercial committee, consisting of [number] members who shall be Unit-holders of non-residential units in the Commonhold, and having [specify functions].]ÌÜjf125ÝÜcf1ÝSECTION H: MISCELLANEOUS RULESÌÜjf126ÝAccessÌÜjf112Ý56.ÌÌNo Unit-holder or his invitees shall do any thing or leave or permit to be left any goods, rubbish or other object which obstructs or hinders lawful access to any part of the Commonhold.ÌÜjf126ÝAerials and satellite dishesÌÜjf112Ý57.ÌÌÜcf2ÝNo Unit-holder or his invitees shall erect or permit to project outside his Commonhold Unit or into the Common Parts any radio or television aerial or satellite dish.ÌÜjf126ÝBehaviourÌÜjf112Ý58.ÌÌA Unit-holder must not, and must take reasonable steps to ensure that his invitees do not, behave in any way or create any sound or noise which causes or is likely to cause any annoyance, nuisance, injury or disturbance to other Unit-holders, or to any other person lawfully on the Commonhold, or to the occupiers of adjoining buildings or premises.ÌÜjf126ÝCleaning of Common Parts, exterior and windowsÌÜjf112Ý59.ÌÌThe Commonhold Association shall be responsible for the regular cleaning of the Common Parts Ücf2Ýand the exterior of the Commonhold, including windows.ÌÜjf126ÝCleaning of Commonhold UnitsÌÜjf112Ý60.ÌÌEach Unit-holder shall be responsible for the regular cleaning of his Commonhold Unit, Ücf2Ýincluding the exterior and windows thereof.ÌÜjf126ÝDrainage and water pipesÌÜjf112Ý61.ÌÌEvery Unit-holder shall take adequate steps to prevent the leakage of pipes or escape of water from his Commonhold Unit, including lagging all pipes and tanks against freezing.ÌÜjf126ÝHanging of clothesÌÜjf112Ý62.ÌÌÜcf2ÝSave in the areas specifically made available for the same by the Commonhold Association, no Unit-holder or his invitees may hang or expose any clothes or other articles outside his Commonhold Unit or in the Common Parts.Ücf1ÝÌÜjf126ÝHazardous materialsÌÜjf112Ý63.ÌÌA Unit-holder or his invitees may not, without the written consent of the Board of Directors, bring onto the Commonhold or store in any part thereof, any flammable, hazardous or noxious substance. This does not apply to the storage of fuel in the fuel tank of a vehicle or in a small reserve tank for use in connection with the vehicle.ÌÜjf126ÝMechanical, scientific or electrical itemsÌÜjf112Ý64.ÌÌExcept with the written consent of the Board of Directors, no Unit-holder of a residential unit or his invitees shall have or install in his Commonhold Unit any mechanical, scientific or electrical apparatus other than ordinary domestic appliances.ÌÜjf126ÝNoticesÌÜjf112Ý65.ÌÌAny notice to be given to or by any person pursuant to these Rules shall be in writing. The Commonhold Association may give any notice to a Unit-holder either personally or by sending it by first class post in a prepaid envelope addressed to the Unit-holder at his Commonhold Unit or by leaving it at that address. Proof that an envelope containing a notice was properly addressed, prepaid and posted by first class post shall be conclusive evidence that the notice was given. A notice sent by first class post shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.ÌÜjf126ÝPetsÌÜjf112Ý66.ÌÌÜcf2ÝNo animals may be kept or brought onto the Commonhold without the written consent of the Board of Directors.Ücf1ÝÌÜjf126ÝSignsÌÜjf112Ý67.ÌÌÜcf2ÝNo Unit-holder or his invitees shall post or permit to be posted any notice or sign in the Common Parts, except upon any notice-board or other facility provided for the same by the Commonhold Association.Ücf1ÝÌÜjf126ÝSmoke detectorsÌÜjf112Ý68.ÌÌÜcf2ÝEach Unit-holder shall install in his Commonhold Unit and maintain in working order a smoke detector or smoke detection system of a type specified by the Board of Directors and complying with any applicable health and safety or building regulations.Ücf1ÝÌÜjf112Ý69.ÌÌÜcf2ÝThe Commonhold Association shall install in the Common Parts and maintain in working order a smoke detector or smoke detection system of a type complying with any applicable health and safety or building regulations.Ücf1ÝÌÜjf126ÝWindow boxesÌÜjf112Ý70.ÌÌÜcf2ÝNo flower pot or other like object shall be placed outside the Commonhold Units or in the Common Parts except where provided by or with the written consent of the Commonhold Association.Ücf1ÝÌÜjf125ÝÜcf3ÝPART V: ADDITIONAL INFORMATIONÜcf1ÝÌÜjf112ÝÌÌThis section should include any additional information concerning the Commonhold.ÌÜjf112ÝÌÌAny special or unusual features or facilities which are to be found in or provided as part of the Commonhold, the Commonhold Units or the Common Parts may be mentioned here.ÌÜjf125ÝÜcf3ÝPART VI: EXECUTION AND AMENDMENT OF THIS STATEMENTÌÜjf126ÝÜcf3ÝThis Statement is signed by or on behalf of the Applicant for Registration byÜcf1ÝÌËËÜit18ÝÜcf3ÝNameËÜol6ÝÈAddressËËËÜcf3ÝNameËÜol6ÝÈAddressËÜit0ÝËËÜdt1p1,13,0p6g,0p6,4ÝÜbtonÜntÜlh1ÝËÜnt2ÜntÜlh1ÝËÜetËËÜcf3ÝThis Statement has been amended as set out below.ËÜol6ÝÈÜlh0.5ÝËÜdt0p6r0,14p9l,0p6r0,21p3l,0p6r0ÝÜbtAmendment numberÜnt
Date of resolution amending the StatementÜcf1ÝÜetÜbtÜol3ÝÈÜetÜol0ÝÜlh0.5ÝËÜbtÜcf3Ý1ÈÜetÜbtÜol3ÝÈÜetÜol0ÝÜlh0.5ÝËÜbt2ÈÜetÜbtÜol3ÝÈÜetÜol0ÝÜlh0.5ÝËÜbt3ÈÜetÜbtÜol3ÝÈÜetÜol0ÝÜlh0.5ÝËÜbt4ÈÜetÜbtÜol3ÝÈÜetÜol0ÝÜlh0.5ÝËÜbt5ÈÜetÜbtÜol3ÝÈÜetÜol0ÝÜlh0.5ÝËÜol0ÝËÜjf9Ý1173300000903ÌÜjf3ÝÜnp193ÌInsert the following new Schedule_ÌÜjf125ÝSCHEDULE 2BÊÜol0ÝÜcf1ÝSection 33ÉÜol0ÝÌÜjf125ÝMemorandum and Articles of Association of a Commonhold AssociationÌÜjf125ÝPart 1ÊForm of Memorandum of AssociationÌÜjf112ÝÌ1.ÌA memorandum of association produced under this Schedule shall take the following form_ÌÜjf125ÝÜcf1ÝÜcf3ÝTHE COMPANIES ACTS 1985 AND 1989ÌÜjf125ÝÜcf3ÝCOMPANY LIMITED BY GUARANTEEÊAND NOT HAVING A SHARE CAPITALÌÜjf125ÝÜcf3ÝMEMORANDUM OF ASSOCIATION OFÊ[NAME] COMMONHOLD ASSOCIATION LIMITEDÌÜjf112ÝÌ(1)ÌThe name of the Company (referred to in this document as the Commonhold Association") is [name] Commonhold Association Limited".ÌÜjf112ÝÌ(2)ÌThe registered office of the Commonhold Association will be situated in [England and Wales] [Wales].ÌÜjf112ÝÌ(3)ÌThe objects for which the Commonhold Association is established are to carry out the functions of a commonhold association in relation to the property known as [name] and any addition or alteration thereto which is identified in the commonhold community statement relating to the Commonhold Association as modified or amended from time to time (the Commonhold" and the Commonhold Community Statement" respectively) in accordance with the Commonhold and Leasehold Reform Act 2001 or any statutory modification or re-enactment thereof for the time being in force (the 2001 Act").ÌÜjf112ÝÌ(4)ÌIn furtherance of its objects as set out in clause 3 above, but not otherwise, the Commonhold Association shall have power_ÌÜjf110Ý(a)Ìto acquire, hold as registered proprietor, manage and administer the freehold estate in the common parts of the Commonhold (the Common Parts");ÌÜjf110Ý(b)Ìto co-operate with the developer for such purposes connected with any development business related to the Commonhold as may be specified in the Commonhold Community Statement;ÌÜjf110Ý(c)Ìto permit or facilitate so far as possible the exercise by holders of commonhold units forming part of the Commonhold from time to time (Commonhold Units") of their rights and the enjoyment by each such unit-holder of the freehold estate in his Commonhold Unit;ÌÜjf110Ý(d)Ìsubject to and in accordance with section 34 of the 2001 Act, to use any right, power or procedure, or take any other step available to the Commonhold Association to enforce compliance by unit-holders or tenants of Commonhold Units with any requirement or duty (whether arising under the 2001 Act, this Memorandum, the Articles of Association of the Commonhold Association, the Commonhold Community Statement or otherwise), or to prevent, remedy or curtail any failure by a unit-holder or tenant of a Commonhold Unit to comply with any such requirement or duty;ÌÜjf110Ý(e)Ìto make, administer and enforce provisions regulating or limiting the use of the Common Parts or any specified part or parts thereof;ÌÜjf110Ý(f)Ìto create interests in, exchange, let on lease or otherwise, mortgage, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of or otherwise deal in any lawful way with the Common Parts;ÌÜjf110Ý(g)Ìto purchase, acquire or accept a transfer of the freehold estate in any land for the purpose of adding that land to the Commonhold, and to pursue or participate in applications to add land to the Commonhold;ÌÜjf110Ý(h)Ìto acquire, hold as registered proprietor, manage and administer, create interests in, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of or otherwise deal in any way with the freehold estate in any Commonhold Unit which it may be thought advantageous for the Commonhold Association to acquire, hold or deal with as aforesaid from time to time, and to exercise all rights and perform all duties and obligations of a unit-holder in connection therewith;ÌÜjf110Ý(i)Ìto alter, improve, develop or construct any part or parts of the Commonhold of which the Commonhold Association is for the time being the registered proprietor, and in connection therewith to make or participate in applications to amend the Commonhold Community Statement;ÌÜjf110Ý(j)Ìto insure (and use the proceeds of insurance for the purposes of rebuilding or reinstating), repair and maintain the Commonhold or any part of parts thereof, including the Common Parts and any of the Commonhold Units;ÌÜjf110Ý(k)Ìto provide services and amenities (including advertising and marketing services) in relation to the Commonhold or any part or parts thereof, including the Common Parts and any of the Commonhold Units;ÌÜjf110Ý(l)Ìwith the prior consent of the Commonhold Association in general meeting, to employ or enter into contracts with managing agents of the Commonhold;ÌÜjf110Ý(m)Ì(subject to the preceding sub-clause) from time to time to employ or enter into contracts with builders, decorators, cleaners, contractors, gardeners or any other such person, to consult and retain any professional advisers and to pay, reward or remunerate in any way any person, firm or company supplying goods or services to the Commonhold Association;ÌÜjf110Ý(n)Ìto issue and receive any notice, counter-notice, consent or other communication and to enter into any correspondence concerning or in any way affecting the Commonhold, the management of the Commonhold, the unit-holders, the Commonhold Association, any of its activities, or any member thereof;ÌÜjf110Ý(o)Ìto commence and pursue or defend or participate in any application to, or  other proceeding before, any court, tribunal or ombudsman of any description;ÌÜjf110Ý(p)Ìto insure any property of the Commonhold Association or in which it has an interest against damage or destruction and such other risks as may be considered necessary, appropriate or desirable, and to insure the Commonhold Association against public liability and any other risks which it may consider prudent or desirable to insure against;ÌÜjf110Ý(q)Ìto make estimates from time to time of the income required by the Commonhold Association, whether to meet its expenses or otherwise, to allocate the same among the Commonhold Units, and to take all necessary and appropriate steps to collect in, receive and enforce payment of the amounts allocated to each unit at such times, in such amounts and in such manner as the Commonhold Association may think fit;ÌÜjf110Ý(r)Ìto establish and maintain capital reserves or funds of any description, including reserves or funds to finance the repair and maintenance of the Common Parts or the Commonhold Units or to pay or contribute towards all fees, costs and other expenses incurred in the implementation of the Commonhold Association's objects and its business, to set levies and to allocate the same among the Commonhold Units, and to take all necessary and appropriate steps to collect in, receive and enforce payment of the amounts allocated to each unit at such times, in such amounts and in such manner as the Commonhold Association may think fit;ÌÜjf110Ý(s)Ìto purchase, acquire or accept any interests, licences, options, rights and privileges in or over any property, real or personal;ÌÜjf110Ý(t)Ìto improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, assign, transfer, surrender, turn to account, grant licences, options, rights and privileges in respect of, or otherwise dispose of or deal with all or any part of the property and rights of the Commonhold Association;ÌÜjf110Ý(u)Ìto enter into any agreements or arrangements with any government or authority (central, municipal, local, or otherwise) that may seem conducive to the attainment of the Commonhold Association's objects, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Commonhold Association may think desirable, and to carry out, exercise, and comply with any such charters, decrees, rights, privileges, and concessions;ÌÜjf110Ý(v)Ìto establish, undertake and execute any trusts which may lawfully be, or which are required by law to be, undertaken by the Commonhold Association;ÌÜjf110Ý(w)Ìto invest any money of the Commonhold Association in the United Kingdom by depositing the same at interest with the Bank of England, or by depositing the same in the United Kingdom at interest with a person carrying on in the United Kingdom a deposit-taking business within the meaning of the Banking Act 1987, or by depositing the same at interest with, or investing in shares in, a building society within the meaning of the Building Societies Act 1986, or to invest the same in such other manner as the Commonhold Association in general meeting may authorise from time to time;ÌÜjf110Ý(x)Ìto lend and advance money or give credit on any terms and with or without security to any person, firm or company, to enter into guarantees, contracts of indemnity and suretyship of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, body of persons, firm or company;ÌÜjf110Ý(y)Ìto borrow and raise money in any manner;ÌÜjf110Ý(z)Ìwith the consent of the Commonhold Association in general meeting, to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Commonhold Association's property or assets (whether present or future), and also by a similar mortgage, charge, standard security, lien or other security to secure and guarantee the performance by the Commonhold Association of any obligation or liability it may undertake or which may become binding on it, provided that in no case shall the Commonhold Association charge or purport to create a charge over the Common Parts save in accordance with section 28 of the 2001 Act;ÌÜjf110Ý(aa)Ìto operate bank accounts and to draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, debentures, and other negotiable or transferable instruments;ÌÜjf110Ý(ab)Ìto pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Commonhold Association, or to contract with any person, firm or company to pay the same;ÌÜjf110Ý(ac)Ìwith the consent of the Commonhold Association in general meeting, to promote any other company, and to acquire and hold all or any part of the share or loan capital or other securities of any other company;ÌÜjf110Ý(ad)Ìwith the consent of the Commonhold Association in general meeting, to acquire and undertake all or any part of the business, property and liabilities of any person or company carrying on any business which may be conducive to the attainment of the objects of the Commonhold Association;ÌÜjf110Ý(ae)Ìsubject to regulations made under the 2001 Act in relation to amendment of the Commonhold Community Statement or otherwise, to amalgamate with any companies, institutions, societies or associations having objects wholly or in part similar to those of the Commonhold Association, whether in relation to the Commonhold or any other property, and to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any body with which the Commonhold Association is authorised to amalgamate;ÌÜjf110Ý(af)Ìto make a termination application in relation to the Commonhold and in connection therewith to prepare a termination statement;ÌÜjf110Ý(ag)Ìto make an application for a succession order in relation to the Commonhold;ÌÜjf110Ý(ah)Ìto do all such other things as may be authorised or required to be done by a commonhold association by and under the 2001 Act;ÌÜjf110Ý(ai)Ìto do all things specified for the time being in the Articles of Association of the Commonhold Association and the Commonhold Community Statement;ÌÜjf110Ý(aj)Ìto do all such other things as may be necessary, incidental or conducive to the attainment of the Commonhold Association's objects; andÌÜjf110Ý(ak)Ìto do or procure or arrange for the doing of all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others.ÌÜjf104Ý(5)ÌThe income of the Commonhold Association, from wherever derived, shall be applied solely in promoting the above objects, and save in accordance with a termination statement or on a winding up of the Commonhold Association, no distribution shall be made to its members in cash or otherwise.ÌÜjf104Ý(6)ÌThe liability of the members is limited.ÌÜjf104Ý(7)ÌWithout prejudice to any further liability which he may have under or arising out of the Commonhold Community Statement, every member of the Commonhold Association undertakes to contribute such amount as may be required, not exceeding #1, to the assets of the Commonhold Association in the event of the Commonhold Association being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Commonhold Association contracted before he ceases to be a member, and of the costs, charges, and expenses of winding up the Commonhold Association, and for the adjustment of the rights of the contributories among themselves.ÌÜjf104Ý(8)ÌIf on a winding up of the Commonhold Association there remains any surplus after the satisfaction of all its debts and liabilities, and after compliance with the provisions of any termination statement in accordance with the 2001 Act, the surplus shall be paid to or distributed among the members of the Commonhold Association rateably in accordance with the percentages allocated to their Commonhold Units in the Commonhold Community Statement.ÌÜjf104Ý(9)ÌIn this Memorandum:_ÌÜjf110Ý(a)Ìwords and expressions shall, unless the context otherwise requires, have the meaning given to them by the 2001 Act or the Companies Act 1985 or any statutory modification or re-enactment thereof for the time being in force;ÌÜjf110Ý(b)Ìwords expressed in any gender shall include any other gender;ÌÜjf110Ý(c)Ìpersons shall include bodies corporate and partnerships and other unincorporated bodies; andÌÜjf110Ý(d)Ìwords expressed in the singular shall, unless the context otherwise requires, include the plural, and vice versa.ÌÜjf104Ý(10)ÌIf there is any conflict between the provisions of this Memorandum and those of the Commonhold Community Statement, the provisions of this Memorandum shall prevail.ÌÜjf112ÝÌÌWe, the subscribers to this Memorandum of Association, wish to be formed into a company pursuant to this Memorandum.ÌÜjf112ÝÌÌNames and addresses of subscribers:_ÌÜjf112ÝÌÌDated 						 20**ÌÜjf112ÝÌÌWitness to the above signatures ....."ÌÜjf125ÝPart 2ÌÜjf125ÝForm of Articles of AssociationÌÜjf112Ý2.ÌÌArticles of Association produced under this Schedule shall take the following form_ÌÜjf125ÝÜcf3ÝTHE COMPANIES ACTS 1985 AND 1989ÊCOMPANY LIMITED BY GUARANTEEÊAND NOT HAVING A SHARE CAPITALÌÜjf125ÝÜcf3ÝARTICLES OF ASSOCIATION OFÊ[NAME] COMMONHOLD ASSOCIATION LIMITEDÊ(the Commonhold Association")ÌÜjf126ÝÜcf3ÝPRELIMINARYÌÜjf104Ý(1)ÌThe Regulations contained in the Schedule to the Companies (Tables A to F) Regulations 1985 as amended by the Companies (Tables A to F) (Amendment) Regulations 1985 shall not apply to the Commonhold Association.ÌÜjf126ÝÜcf3ÝINTERPRETATIONÌÜjf104Ý(2)ÌIn these articles:_ÌÜjf104ÝÌthe 2001 Act" means the Commonhold and Leasehold Reform Act 2001 or any statutory modification or re-enactment thereof for the time being in force;ÌÜjf104ÝÌaddress" in relation to electronic communications includes any number or address used for the purposes of such communications;ÌÜjf104ÝÌclear days" in relation to the period of notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;ÌÜjf104ÝÌthe Commonhold" means [name] and any addition or alteration thereto and any part or parts thereof which are identified in the Commonhold Community Statement;ÌÜjf104ÝÌthe Commonhold Community Statement" means the commonhold community statement relating to the Commonhold Association as modified or amended from time to time;ÌÜjf104ÝÌcommunication" means the same as in the Electronic Communications Act 2000;ÌÜjf104ÝÌthe Companies Act" means the Companies Act 1985 or any statutory modification or re-enactment thereof for the time being in force;ÌÜjf104ÝÌthe developer" means the same as in section 57 of the 2001 Act;ÌÜjf104ÝÌelectronic communication" means the same as in the Electronic Communications Act 2000;ÌÜjf104ÝÌthe member" means the person whose name is entered in the register of members as a member;ÌÜjf104ÝÌregistered office" means the registered office of the Commonhold Association;ÌÜjf104ÝÌthe seal" means the common seal of the Commonhold Association;ÌÜjf104ÝÌSecretary" means the secretary of the Commonhold Association or any other person appointed to perform the duties of the secretary of the Commonhold Association, including a joint, assistant or deputy secretary;ÌÜjf104ÝÌthe United Kingdom" means Great Britain and Northern Ireland.ÌÜjf104Ý(3)ÌSubject as aforesaid, words and expressions contained in these articles shall, unless the context otherwise requires, have the meaning given to them by the 2001 Act or the Companies Act.ÌÜjf104Ý(4)ÌIn these articles_ÌÜjf110Ý(a)Ìwords expressed in any gender shall include any other gender;ÌÜjf110Ý(b)Ìpersons shall include bodies corporate and partnerships and other unincorporated bodies;ÌÜjf110Ý(c)Ìwords expressed in the singular shall, unless the context otherwise requires, include the plural, and vice versa.ÌÜjf104ÝÌIf there is any conflict between the provisions of these articles and those of the Commonhold Community Statement, the provisions of these articles shall prevail.ÌÜjf126ÝÜcf3ÝMEMBERSÌÜjf104Ý(5)ÌPart 2 of Schedule 3 to the 2001 Act shall apply to determine the entitlement of any person or persons to membership of the Commonhold Association from time to time.ÌÜjf104Ý(6)ÌThe Commonhold Association shall maintain a register of members and shall comply in all respects with regulations made in relation thereto from time to time pursuant to paragraph 14 of Schedule 3 to the 2001 Act.ÌÜjf126ÝÜcf3ÝGENERAL MEETINGSÌÜjf104Ý(7)ÌAll general meetings other than annual general meetings shall be called extraordinary general meetings.ÌÜjf104Ý(8)ÌThe directors may call general meetings and, on the requisition of members pursuant to the provisions of the Companies Act, shall forthwith proceed to convene an extraordinary general meeting for a date not more than 28 days after the date of the notice convening the meeting. If there are not within the United Kingdom sufficient directors to call a general meeting, any director or any member of the Commonhold Association may call a general meeting.ÌÜjf104Ý(9)ÌIn addition to its annual general meeting, the Commonhold Association shall hold at least one extraordinary general meeting each year at which, in addition to any other business, the directors shall present an interim review of the business and affairs of the Commonhold Association since the preceding annual general meeting. Such meeting shall not be held within three months of any annual general meeting of the Commonhold Association.ÌÜjf126ÝÜcf3ÝNOTICE OF GENERAL MEETINGSÌÜjf104Ý(10)ÌAn annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a director shall be called by at least twenty-one clear days' notice. All other extraordinary general meetings shall be called by at least fourteen clear days' notice but a general meeting may be called by shorter notice if is so agreed_ÌÜjf110Ý(a)Ìin the case of an annual general meeting, by all the members entitled to attend and vote thereat; andÌÜjf110Ý(b)Ìin the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety-five per cent of the total voting rights at the meeting of all the members.ÌÜjf104Ý(11)ÌThe notice shall specify the time and place of the meeting and in the case of an annual general meeting, shall specify the meeting as such.ÌÜjf104Ý(12)ÌThe notice shall also include or be accompanied by a statement of the agenda of the business to be transacted at the meeting, the text of any resolutions to be proposed at the meeting, and an explanation to be provided by the proposers of any resolution of the motivation for such resolution.ÌÜjf104Ý(13)ÌSubject to the provisions of these articles, the notice shall be given to all the members and to the directors and auditors.ÌÜjf104Ý(14)ÌThe accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.ÌÜjf126ÝÜcf3ÝPROCEEDINGS AT GENERAL MEETINGSÌÜjf104Ý(15)ÌNo business shall be transacted at any general meeting unless details relating to it were included in the notice convening the meeting in accordance with Article 12 above. A proposal to amend an ordinary resolution may, however, be voted upon if the terms of the proposed amendment were received by the Commonhold Association at its registered office, or at any address specified in the notice convening the meeting for the purpose of receiving electronic communications, not less than 48 hours before the time for holding the meeting. The decision of the Chairman as to the admissibility of any proposed amendment shall be final and conclusive and shall not invalidate any proceedings on the substantive resolution.ÌÜjf104Ý(16)ÌAt any general meeting, so far as practicable and subject to any contrary resolution of the meeting, any business arising from a requisition of members shall be transacted before any other business, and if there were more than one requisition, the business arising therefrom shall be transacted in the order in which the requisitions were received by the Commonhold Association.ÌÜjf104Ý(17)ÌNo business shall be transacted at any general meeting unless a quorum is present. The quorum for the meeting shall be 20 per cent of the members of the Commonhold Association entitled to vote upon the business to be transacted, or two members of the Commonhold Association so entitled (whichever is the greater) present in person or by proxy.ÌÜjf104Ý(18)ÌIf such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the directors may determine.ÌÜjf104Ý(19)ÌThe chairman, if any, of the board of directors or in his absence some other director nominated by the directors shall preside as chairman of the meeting, but if neither the chairman nor such other director (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the directors present shall elect one of their number to be chairman and, if there is only one director present and willing to act, he shall be chairman.ÌÜjf104Ý(20)ÌIf no director is willing to act as chairman, or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.ÌÜjf104Ý(21)ÌA director shall, notwithstanding that he is not a member, be entitled to attend, speak and propose (but, subject to article 27 below, not vote upon) a resolution at any general meeting of the Commonhold Association.ÌÜjf104Ý(22)ÌThe chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.ÌÜjf104Ý(23)ÌA resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Companies Act, a poll may be demanded_ÌÜjf110Ý(a)Ìby the chairman; orÌÜjf110Ý(b)Ìby at least five members having the right to vote at the meeting; orÌÜjf110Ý(c)Ìby a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting;ÌÜjf104ÝÌand a demand by a person as proxy for a member shall be the same as a demand by the member.ÌÜjf104Ý(24)ÌUnless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.ÌÜjf104Ý(25)ÌThe demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.ÌÜjf104Ý(26)ÌA poll shall be taken in such manner as the chairman may direct, having particular regard to the convenience of members, and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.ÌÜjf104Ý(27)ÌIn the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.ÌÜjf104Ý(28)ÌA poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman may direct, having particular regard to the convenience of members, and not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.ÌÜjf104Ý(29)ÌNo notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.ÌÜjf104Ý(30)ÌA resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members.ÌÜjf126ÝÜcf3ÝVOTES OF MEMBERSÌÜjf104Ý(31)ÌSubject to articles 33 and 34 below, on a show of hands, every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative, not being himself a member entitled to vote, shall have one vote.ÌÜjf104Ý(32)ÌSubject to articles 33 and 34 below, on a poll, every member shall have one vote, provided that a member who is a unit-holder of more than one commonhold unit shall have one vote for every commonhold unit in respect of which he is entitled to have his name entered in the register of members of the Commonhold Association.ÌÜjf104Ý(33)ÌMembers of the Commonhold Association other than the developer shall not be entitled to vote upon a resolution for the removal from office of a director appointed by the developer pursuant to article 44 below.ÌÜjf104Ý(34)ÌAt any time at which the developer is entitled to exercise the power to appoint and remove directors pursuant to article 44 below, the developer shall not be entitled to vote upon a resolution fixing the number of directors of the Commonhold Association, or upon a resolution for the appointment or removal from office of any director not appointed by him, or upon any resolution concerning the remuneration of any director not appointed by him, or upon a special resolution giving a direction to the directors.ÌÜjf104ÝÜfp(35)ÌA member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may, on a poll, vote by proxy. Evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote shall be deposited at the registered office, or at such other place as is specified in accordance with the articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.ÌÜjf104Ý(36)ÌNo objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.ÌÜjf104Ý(37)ÌOn a poll votes may be given either personally or by proxy. A member may appoint more than one proxy to attend on the same occasion.ÌÜjf104Ý(38)ÌThe appointment of a proxy shall be in writing, executed by or on behalf of the appointor and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the directors may approve)_ÌÜjf104ÝÌÜcf2Ý[Name] Commonhold Association LimitedÊÜcf2Ý[I] ******, of ******, being a member of the above-named company, hereby appoint(s) ****** of ******, or failing him, ****** of ******, as my/its proxy to vote in my/its name and on my/its behalf at the annual/extraordinary general meeting of the company to be held on ****** 20**, and at any adjournment thereofÌÜjf104ÝÌÜcf2ÝSigned on ******** 20**Ücf1ÝÌÜjf104Ý(39)ÌWhere it is desired to afford members an opportunity of instructing the proxy how he shall act the appointment of a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the directors may approve)_ÌÜjf104ÝÌÜcf2Ý[Name] Commonhold Association LimitedÊ[I] ******, of ******, being a member/members of the above-named company, hereby appoint(s) ******, of ****** or failing him ****** of ******, as my/its proxy to vote in my/its name and on my/its behalf at the annual/extraordinary general meeting of the company, to be held on ****** 20**, and at any adjournment thereof.ÌÜjf104ÝÌÜcf2ÝThis form is to be used in respect of the resolutions mentioned below as follows:ÌÜjf104ÝÌÜcf2ÝResolution No. 1 [for] [against]Ücf1ÝÌÜjf104ÝÌÜcf2ÝResolution No. 2 [for] [against]Ücf1ÝÌÜjf104ÝÜcf2ÝÌ[Strike out whichever is not desired]ÌÜjf104ÝÌÜcf2ÝUnless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.ÌÜjf104ÝÌÜcf2ÝSigned on ******** 20**Ücf1ÝÌÜjf104Ý(40)ÌThe appointment of a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the directors may_ÌÜjf110Ý(a)Ìin the case of an instrument in writing be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Commonhold Association in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; orÌÜjf110Ý(b)Ìin the case of an appointment contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications_ÌÜjf116Ý(i)Ìin the notice convening the meeting, orÌÜjf116Ý(ii)Ìin any instrument of proxy sent out by the Commonhold Association in relation to the meeting, orÌÜjf116Ý(iii)Ìin any invitation contained in an electronic communication to appoint a proxy issued by the Commonhold Association in relation to the meeting,ÌÜjf110ÝÌbe received at such address not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;ÌÜjf110Ý(c)Ìin the case of a poll taken more than 48 hours after it is demanded, be deposited or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; orÌÜjf110Ý(d)Ìwhere the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director;ÌÜjf104ÝÌand an instrument of proxy which is not deposited, delivered or received in a manner so permitted shall be invalid.ÌÜjf104Ý(41)ÌA vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Commonhold Association at the registered office or at such other place at which the instrument of proxy was duly deposited or, where the appointment of the proxy was contained in an electronic communication, at the address at which such appointment was duly received before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.ÌÜjf126ÝÜcf3ÝQUALIFICATION OF DIRECTORSÜcf1ÝÌÜjf104Ý(42)ÌA director need not be a member of the Commonhold Association.ÌÜjf126ÝÜcf3ÝNUMBER OF DIRECTORSÜcf1ÝÌÜjf104Ý(43)ÌThe maximum number of directors of the Commonhold Association shall be as determined by ordinary resolution of the Commonhold Association, and if not so determined, shall be six. The minimum number of directors shall be two.ÌÜjf126ÝÜcf3ÝAPPOINTMENT AND REMOVAL OF DIRECTORSÜcf1ÝÌÜjf104Ý(44)ÌThis article shall apply if the Commonhold Community Statement confers upon the developer the right to appoint and remove directors of the Commonhold Association. In such event,ÌÜjf110Ý(a)Ìduring the transitional period the developer shall be entitled to appoint a maximum of two directors in addition to any directors appointed by the subscriber or subscribers to the Memorandum of Association of the Commonhold Association, and shall be entitled to remove or replace any director so appointed;ÌÜjf110Ý(b)Ìafter the end of the transitional period and for so long as the developer is the unit-holder of more than one quarter of the total number of units in the Commonhold, he shall be entitled to appoint a total of one quarter (or the nearest whole number exceeding one quarter) of the maximum number of directors of the Commonhold Association, and shall be entitled to remove or replace any director so appointed;ÌÜjf110Ý(c)Ìreferences hereinafter to a developer's director" are references to a director appointed under article 44.1 or 44.2 above;ÌÜjf110Ý(d)Ìevery such appointment and removal of a developer's director shall be effected by notice in writing signed by or on behalf of the developer and shall take effect immediately upon receipt of such notice at the registered office of the Commonhold Association or by the Secretary or as and from any date thereafter as may be specified in such notice;ÌÜjf110Ý(e)Ìif at any time the Commonhold Association resolves to reduce the maximum number of directors, and as a consequence the number of developer's directors in office exceeds the number permitted under article 44.2 above, the developer shall immediately reduce the number of developer's directors accordingly. If such reduction has not been effected by the commencement of the next directors' meeting, the longest in office of the developer's directors shall cease to hold office immediately as to achieve the required reduction in numbers;ÌÜjf110Ý(f)Ìif the developer ceases to be the unit-holder of more than one quarter of the total number of units in the Commonhold, he shall thereupon cease to be entitled to appoint, remove or replace any director of the Commonhold Association, and any developer's directors previously appointed by him under this article shall cease to hold office immediately; andÌÜjf110Ý(g)Ìa developer's director who is removed from office or who ceases to hold office under this article shall not have any claim against the Commonhold Association in respect thereof.ÌÜjf104Ý(45)ÌAt the first annual general meeting after the end of the transitional period, all of the directors other than any developer's directors shall retire from office, and at every subsequent annual general meeting one-third of the directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office; but if there is only one director who is subject to retirement by rotation, he shall retire.ÌÜjf104Ý(46)ÌA developer's director shall not be subject to retirement by rotation. Subject to the provisions of the Companies Act, the directors to retire by rotation shall be those who have been longest in office since their last appointment or reappointment, but as between persons who became or who were last reappointed directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.ÌÜjf104Ý(47)ÌIf the Commonhold Association, at the meeting at which a director retires by rotation, does not fill the vacancy, the retiring director shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the director is put to the meeting and lost.ÌÜjf104Ý(48)ÌNo person other than a director retiring by rotation shall be appointed or reappointed as a director at any general meeting unless:ÌÜjf110Ý(a)Ìhe is recommended by the directors; orÌÜjf110Ý(b)Ìnot less than fourteen nor more than thirty-five clear days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the Commonhold Association of the intention to propose that person for appointment or reappointment stating the particulars which would, if he were so appointed or reappointed, be required to be included in the Commonhold Association's register of directors together with notice executed by that person of his willingness to be appointed or reappointed.ÌÜjf104Ý(49)ÌNot less than seven nor more than twenty-eight clear days before the date appointed for holding a general meeting notice shall be given to all who are entitled to receive notice of the meeting of any person who is recommended by the directors for appointment or reappointment as a director at the meeting or in respect of whom notice has been duly given to the Commonhold Association of the intention to propose him at the meeting for appointment or reappointment as a director. The notice shall give the particulars of that person which would, if he were so appointed or reappointed be required to be included in the Commonhold Association's register of directors.ÌÜjf104Ý(50)ÌSubject as aforesaid, the Commonhold Association may by ordinary resolution appoint a person who is willing to act to be a director either to fill a vacancy (other than a vacancy in respect of a developer's director), or as an additional director and may also determine the rotation in which any additional directors are to retire.ÌÜjf104Ý(51)ÌThe directors may appoint a person who is willing to act to be a director, either to fill a vacancy (other than a vacancy in respect of a developer's director) or as an additional director, provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the articles as the maximum number of directors. A director so appointed shall hold office only until the next following annual general meeting. If not reappointed at such annual general meeting, he shall vacate office at the conclusion thereof.ÌÜjf104Ý(52)ÌSubject as aforesaid, a director who retires at an annual general meeting may, if willing to act, be reappointed. If he is not reappointed, he shall retain office until the meeting appoints someone in his place, or if it does not do so, until the end of the meeting.ÌÜjf126ÝÜcf3ÝALTERNATE DIRECTORSÌÜjf104Ý(53)ÌAny director (other than an alternate director) may appoint any other director, or any other person approved by resolution of the directors and willing to act, to be an alternate director to attend meetings of directors in the event that the director is unable to do so. If the director is a member of the Commonhold Association, his alternate must also be a member of the Commonhold Association. The director may remove from office an alternate director so appointed by him.ÌÜjf104Ý(54)ÌAn alternate director shall be entitled to receive notice of all meetings of directors and of all meetings of committees of directors of which his appointor is a member, to attend and vote at any such meeting at which the director appointing him is not personally present and generally to perform all the functions of his appointor as a director in his absence but shall not be entitled to receive any remuneration from the Commonhold Association for his service as an alternate director. But it shall not be necessary to give notice of such a meeting to an alternate director who is absent from the United Kingdom.ÌÜjf104Ý(55)ÌAn alternate director shall cease to be an alternate director if his appointor ceases to be a director. If a director retires but is reappointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an alternate director made by him which was in force immediately prior to his retirement shall continue after his reappointment.ÌÜjf104Ý(56)ÌAny appointment or removal of an alternate director shall be by notice to the Commonhold Association signed by the director making or revoking the appointment or in any other manner approved by the directors.ÌÜjf104Ý(57)ÌSave as otherwise provided in the articles, an alternate director shall be deemed for all purposes to be a director and shall alone by responsible for his own acts and defaults and he shall not be deemed to be the agent of the director appointing him.ÌÜjf125ÝÜcf3ÝDISQUALIFICATION AND VACATIONÊOF OFFICE OF DIRECTORSÌÜjf104Ý(58)ÌThe office of a director shall be vacated if:_ÌÜjf110Ý(a)Ìhaving been a member of the Commonhold Association when appointed a director, he ceases to be a member of the Commonhold Association;ÌÜjf110Ý(b)Ìhe ceases to be a director by virtue of any provision of the Companies Act or he becomes prohibited by law from being a director; orÌÜjf110Ý(c)Ìhe becomes bankrupt or makes any arrangement or composition with his creditors generally; orÌÜjf110Ý(d)Ìhe is, or may be, suffering from mental disorder and either_ÌÜjf116Ý(i)Ìhe is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960, orÌÜjf116Ý(ii)Ìan order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; orÌÜjf110Ý(e)Ìhe resigns his office by notice to the Commonhold Association; orÌÜjf110Ý(f)Ìhe shall for more than six consecutive months have been absent without permission of the directors from meetings of directors held during that period and the directors resolve that his office be vacated.ÌÜjf126ÝÜcf3ÝPOWERS OF DIRECTORSÌÜjf104Ý(59)ÌSubject to the provisions of the Companies Act, the memorandum and the articles, and to any directions given by special resolution, the business of the Commonhold Association shall be managed by the directors who may exercise all the powers of the Commonhold Association. No alteration of the memorandum or articles and no such direction shall invalidate any prior act of the directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this article shall not be limited by any special power given to the directors by the articles and a meeting of directors at which a quorum is present may exercise all powers exercisable by the directors.ÌÜjf126ÝÜcf3ÝAGENTSÌÜjf104Ý(60)ÌThe directors shall have the power on behalf of the Commonhold Association to appoint and enter into contracts with managing agents of the Commonhold on such terms as they shall think fit, but shall not exercise such power unless the terms of such appointment or contract (including those as to remuneration) shall first have been approved by the Commonhold Association in general meeting.ÌÜjf104Ý(61)ÌSubject to the preceding article, the directors may, by power of attorney or otherwise, appoint any person to be the agent of the Commonhold Association for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.ÌÜjf126ÝÜcf3ÝDELEGATION OF DIRECTORS' POWERSÌÜjf104Ý(62)ÌThe directors may delegate any of their powers to any committee consisting of two or more directors, members of the Commonhold Association and others as they shall think fit, provided that the majority of the members of any such committee from time to time shall be members of the Commonhold Association. They may also delegate to any managing director or any director holding any other executive office or any managing agent such of their powers as they consider desirable to be exercised by him. Any such delegation shall be made subject to any provisions of the Commonhold Community Statement, may be made subject to any conditions the directors may impose, may be made either collaterally with or to the exclusion of their own powers, and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the articles regulating the proceedings of directors so far as they are capable of applying.ÌÜjf126ÝÜcf3ÝREMUNERATION OF DIRECTORSÌÜjf104Ý(63)ÌThe developer's directors shall not be entitled to any remuneration from the Commonhold Association. Save with the consent of the Commonhold Association in general meeting, the directors other than the developer's director shall not be entitled to any remuneration. Any resolution giving such consent shall specify the amount of remuneration to be paid to the directors, and unless the resolution provides otherwise, the remuneration shall be deemed to accrue from day to day.ÌÜjf126ÝÜcf3ÝDIRECTORS' EXPENSESÌÜjf104Ý(64)ÌThe directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of directors or committees of directors or general meetings or separate meetings of the members of the Commonhold Association or otherwise in connection with the discharge of their duties.ÌÜjf126ÝÜcf3ÝDIRECTORS' APPOINTMENTS AND INTERESTSÌÜjf104Ý(65)ÌSubject to the provisions of the Companies Act, and provided that the terms of any such appointment, agreement or arrangement have been approved in advance by the Commonhold Association in general meeting, the directors may appoint one or more of their number to the office of managing director or to any other executive office under the Commonhold Association and may enter into an agreement or arrangement with any director for his employment by the Commonhold Association or for the provision by him of any services outside the scope of the ordinary duties of a director. Any appointment of a director to an executive office shall terminate if he ceases to be a director but without prejudice to any claim to damages for breach of the contract of service between the director and the Commonhold Association.ÌÜjf104Ý(66)ÌSubject to the provisions of the Companies Act, and provided that he has disclosed to the directors the nature and extent of any material interest of his, a director notwithstanding his office:_ÌÜjf110Ý(a)Ìmay be a party to, or otherwise interested in, any transaction or arrangement with the Commonhold Association or in which the Commonhold Association is otherwise interested; andÌÜjf110Ý(b)Ìmay be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Commonhold Association or in which the Commonhold Association is otherwise interested; andÌÜjf110Ý(c)Ìshall not, by reason of his office, be accountable to the Commonhold Association for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.ÌÜjf104Ý(67)ÌFor the purposes of the foregoing article_ÌÜjf110Ý(a)Ìa general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified; andÌÜjf110Ý(b)Ìan interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.ÌÜjf104Ý(68)ÌA developer's director may provide to the developer any information which he receives by virtue of his being a director.ÌÜjf126ÝÜcf3ÝPROCEEDINGS OF DIRECTORSÌÜjf104Ý(69)ÌSubject to the provisions of the articles, the directors may regulate their proceedings as they think fit. A director may, and the secretary at the request of a director shall, call a meeting of the directors. It shall not be necessary to give notice of a meeting to a director who is absent from the United Kingdom unless he has given to the Commonhold Association an address to which notices may be sent using electronic communications. In such case the director shall be entitled to have notices given to him at that address. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. A director who is also an alternate director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.ÌÜjf104Ý(70)ÌThe quorum for the transaction of the business of the directors may be fixed by the directors and unless so fixed at any other greater number, shall be the greater of 50% of the number of appointed directors for the time being, or two. At least one of the persons present at the meeting must be a director other than a developer's director. A person who holds office only as an alternate director shall, if his appointor is not present, be counted in the quorum. A person who holds office both as a director and as an alternate director shall only be counted once in the quorum.ÌÜjf104Ý(71)ÌThe continuing directors or a sole continuing director may act notwithstanding any vacancies in their number, but, if the number of directors is less than the number fixed as the quorum, the continuing director may act only for the purpose of filling vacancies or of calling a general meeting.ÌÜjf104Ý(72)ÌThe directors may appoint one of their number to be the chairman of the board of directors and may at any time remove him from that office. Unless he is unwilling to do so, the director so appointed shall preside at every meeting of directors at which he is present. But if there is no director holding that office, or if the director holding it is unwilling to preside or is not present within fifteen minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.ÌÜjf104Ý(73)ÌAll acts done by a meeting of directors, or of a committee, or by a person acting as a director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.ÌÜjf104Ý(74)ÌA resolution in writing signed by all the directors entitled to receive notice of a meeting of directors or of a committee of directors shall be as valid and effectual as if it had been passed at a meeting of directors or (as the case, may be) a committee of directors duly convened and held and may consist of several documents in the like form each signed by one or more directors; but a resolution signed by an alternate director need not also be signed by his appointor and, if it is signed by a director who has appointed an alternate director, it need not be signed by the alternate director in that capacity.ÌÜjf104Ý(75)ÌA director who is not a member of the Commonhold Association shall not vote at a meeting of directors or of a committee of directors on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Commonhold Association. For the purposes of this article, an interest of a person who is, for any purpose of the Companies Act (excluding any statutory modification thereof not in force when this regulation becomes binding on the Commonhold Association), connected with a director shall be treated as an interest of the director and, in relation to an alternate director, an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise. A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.ÌÜjf104Ý(76)ÌA director who is a member of the Commonhold Association may vote at any meeting of directors or of any committee of directors of which he is a member notwithstanding that it in any way concerns or relates to a matter in which he has any interest whatsoever, directly or indirectly, and if he votes on such a resolution, his vote shall be counted; and in relation to any such resolution, he shall (whether or not he votes on the same) be taken into account in calculating the quorum present at the meeting.ÌÜjf104Ý(77)ÌIf a question arises at a meeting of directors or of a committee of directors as to the right of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any director other than himself shall be final and conclusive.ÌÜjf126ÝÜcf3ÝSECRETARYÌÜjf104Ý(78)ÌSubject to the provisions of the Companies Act, the secretary shall be appointed by the directors for such terms, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.ÌÜjf126ÝÜcf3ÝMINUTESÌÜjf104Ý(79)ÌThe directors shall cause minutes to be made in books kept for the purpose_ÌÜjf110Ý(a)Ìof all appointments of officers made by the directors or by the developer; andÌÜjf110Ý(b)Ìof all proceedings at meetings of the Commonhold Association, of members and of the directors, and of committees, including the names of the persons present at each such meeting.ÌÜjf126ÝÜcf3ÝTHE SEALÜcf1ÝÌÜjf104Ý(80)ÌThe seal shall only be used by the authority of the directors or of a committee authorised by the directors. The directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a director and by the secretary or by a second director.ÌÜjf126ÝÜcf3ÝNO DISTRIBUTION OF PROFITSÜcf1ÝÌÜjf104Ý(81)ÌSave in accordance with a termination statement or in a winding up, the Commonhold Association shall not make any distribution to its members of its profits or assets, whether in cash or otherwise.ÌÜjf126ÝÜcf3ÝWINDING UPÜcf1ÝÌÜjf104Ý(82)ÌIf on a winding up of the Commonhold Association there remains any surplus after the satisfaction of all its debts and liabilities, and after compliance with the provisions of any termination statement in accordance with the 2001 Act, the surplus shall be paid to or distributed among the members of the Commonhold Association rateably in accordance with the percentages allocated to their Commonhold Units in the Commonhold Community Statement.ÌÜjf126ÝÜcf3ÝINSPECTION AND COPYING OF BOOKS AND RECORDSÜcf1ÝÌÜjf104Ý(83)ÌIn addition to, and without derogation from, any right conferred by statute or by the Commonhold Community Statement, any member shall have the right, on reasonable notice, at such time and place as shall be convenient to the Commonhold Association, to inspect any book, minute, document or accounting record of the Commonhold Association, and to be provided with a copy of the same upon payment of any reasonable charge for copying. Such rights shall be subject to any resolution of the Commonhold Association in general meeting, and, in the case of any book, minute, document or accounting record which the directors reasonably consider contains confidential material the disclosure of which would be contrary to the interests of the Commonhold Association, to any reasonable conditions or redactions which the directors may impose or make.ÌÜjf126ÝÜcf3ÝNOTICESÌÜjf104Ý(84)ÌAny notice to be given to or by any person pursuant to the articles shall be in writing or shall be given using electronic communications to an address for the time being notified for that purpose to the person giving the notice. A notice calling a meeting of the directors need not be in writing or given using electronic communications if there is insufficient time to give such notice having regard to the urgency of the business to be conducted thereat.ÌÜjf104Ý(85)ÌThe Commonhold Association may give any notice to a member either personally or by sending it by first class post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address or by giving it using electronic communications in accordance with any of the methods described in subsections (4A)^(4D) of section 369 of the Companies Act. A member whose registered address is not within the United Kingdom and who gives to the Commonhold Association an address within the United Kingdom at which notices may be given to him, or an address to which notices may be sent by electronic communications, shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Commonhold Association.ÌÜjf104Ý(86)ÌA member present, either in person or by proxy, at any meeting of the Commonhold Association shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.ÌÜjf104ÝÜfp(87)ÌProof that an envelope containing a notice was properly addressed, prepaid and posted by first class post shall be conclusive evidence that the notice was given. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. A notice sent by first class post shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted. A notice contained in an electronic communication sent in accordance with section 369(4A) of the Companies Act shall be deemed to be given at the expiration of 48 hours after the time it was sent. A notice contained in an electronic communication given in accordance with section 369(4B) of the Companies Act shall be deemed to be given when treated as having been so given in accordance with that subsection.ÌÜjf126ÝÜcf3ÝINDEMNITYÌÜjf104Ý(88)ÌSubject to the provisions of the Companies Act but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer or auditor of the Commonhold Association shall be indemnified out of the assets of the Commonhold Association against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Commonhold Association.ÌÜjf112ÝÌÌNames and Addresses of Members: .......""ÌÜjf800ÝÜol0ÝË