Garden Wood Resident Co Ltd

We are here to maintain and improve our estate

About Us


The company, its origination and function

For the benefit of new residents on the estate who may be unaware of the company's background. and function, the following brief information may prove helpful.

Local authority planning consent for the development of Gardenwood was granted subject to certain conditions being met, the primary one of which was that the development would be of an open plan nature. The developers were required to designate certain areas of land as 'amenity' areas and to cultivate these for development as natural park or woodland. The developers were also required to establish a separate company whose function it would be to maintain and control such amenity areas on completion of the estate.

This company, G.W. Resident Co. Ltd., was formed by A.J. Wait & Co. Ltd., in 1967, its directorate being members of their board. The areas were sub--contracted by Wait for turfing and tree planting and the company was formally handed over to a new board of directors who had to be residents of the estate and elected by the shareholders (owners of property on the estate) at the first annual general meeting of the company in March 1971.

A detailed explanation of the company, its functions, obligations and legal commitments, can be found in its Memorandum of Articles and Articles of Association, copies of which can be made available to any resident on request, for a nominal charge. For the sake of expediency however, the following salient points are outlined:

1) Each purchaser of a new house on the estate was contractually obliged to purchase ten £1 shares in G.W. Resident Co. Ltd., under a contract clause separate to that of actual house purchase.
2) Resultant from the sale of all houses, a share capital of £4,000 was raised by A.J. Wait & Co. Ltd. and handed over to the new board of the company in 1971.
3) Any subsequent sale of properties from one occupier to another would necessitate the sale of ten £1 shares from the former to the new owner, in a similar manner to 1) above, with a share transfer certificate being issued to the new occupier by the company's secretary or solicitors acting on its behalf.
4) It would be the responsibility of the new board of directors to manage the affairs of the company on a non-profit basis, with a view to ensuring that its amenity areas were maintained and developed to the satisfaction, both of the directorate and the shareholders.
5) It would be the responsibility of the board to budget annually for amenity area maintenance and improvement.
6) It would be the responsibility of the board then to collect from each shareholder, the maintenance charge, to enable the company to carry out its agreed programme. These charges are made in arrears so that in December the invoice charge is made for that current year. Those paying by standing order pay on the 1st of July. All persons selling their homes and moving are reminded to cancel the standing order.
7) Any modification to housing to be approved by the board of directors

This, in essence, is the background of the company. Each and every one of us has entered into a contractual obligation on house purchase and we are legally committed to this obligation.

You have the assurance of your directors that they will do everything in their power to ensure that the annual maintenance charges are kept to as reasonable a figure as possible. We are only too aware of what current inflationary trends mean to our pockets and it will never be our intention to spend money indiscriminately.

Contact Us


  • Registered Office, Mayo Wynne Baxter Solicitors The Studio, 43-45 Cantelupe Road, East Grinstead West Sussex, RH19 3BL

News Letter


                                                                  Garden Wood Share Holders News 2019

Notice of the AGM

Attached to this newsletter is the formal notice of the AGM to be held at Chequer Mead.  This is an opportunity to meet your Directors and ask any questions you have about your company.


Company Finances

The company finances are in good order and details will be available at the AGM and later on our web site.  Our Finance Director will be at the AGM to answer any questions you may have.

 

Estate Maintenance

The estate continues to be maintained to a good standard.  EGL our contract gardeners visit every two weeks, Cutting grass and removing litter in the spring and summer, Clearing leaves from our land in the autumn and doing routine maintenance in the winter.  Tree work is done by Madgwicks.  There are around 800 trees on the estate and their maintenance can be expensive We could always do more but we try to strike a balance between having a well managed estate and keeping the maintenance charges low for shareholders.

Last year we planted a few new trees to replace some of those that we have had to remove over the years. Our largest single piece of land is between Kipling Way and the viaduct.. This is a difficult sloping site with a deep gully.  The stream in it feeds into the Medway. We tend to leave much of this land to nature. A haven for wild life. The upper path is a peaceful place to stroll.  We have planted bluebells to try and encourage a small bluebell wood.  Please do not dump your garden waste in this area.  The recycling site in Imberhorne Lane is close by and free to use.


Gas Main Replacement Work

As no doubt you will have noticed, work has continued with the replacement of our old and very rusty gas mains.  We have worked with Medway Utilities to minimise the disruption to residents.  This included providing a site area for them at the bottom of Kipling Way. They have repaired and reseeded any areas they have damaged.


New to Garden Wood or leaving us?

When you sell your house on Garden Wood your Solicitor will need to apportion your maintenance charges. Don’t forget you pay a year in arrears. If you pay by standing order make sure you cancel it. Your Solicitor will also arrange the transfer of your shares to the new owner. 


Contacting Us

We are always pleased to hear from shareholders. You can contact us via email or post. Details are on our website. 

If you want to contact us and do not have internet access, you can write to us at :-

The Studio 43-45 Canterlupe Road, East Grinstead, RH19 3BL



                                                                           





Maintenance Charges


 Maintenance Charges
We would like to remind all residents that the current management charge is £65 p.a. but is reduced to £55 p.a.for resident  paying by standing order, this reflects the lower costs of handling standing order payments.

The maintenance charge is payable annually on the first day of July. It is mandatory for all residents and is a condition in the deeds of your property.

A small number of residents forget to pay the charge despite reminders. The cost of pursuing these late payments is very high in relation to the charge and can result in court action. To recover the extra costs from those residents, a third level of maintenance charge applies.

IF MAINTENANCE CHARGES ARE NOT PAID BY DECEMBER 31 THE CHARGE WILL BE INCREASED TO £135.

If you do not yet pay by standing order we would advise you to consider this cost-effective method of payment.

Estate Management



The function of the directors, is to ensure the estate is kept in prestige condition mainly the upkeep of the grass areas and the many trees planted on our land.

Throughout the year our contractor EGL will maintain all community grass areas. During the summer months, they will mow them every two weeks to ensure a well presented look for the whole estate. In the winter months, they will ensure clearing of all leaves from the grassed areas, and will undertake minor tree work where necessary.

                Any major tree work will be undertaken by a local firm Madgwicks who are a long established family company
Estate Management

Tree Policy


Tree Policy Tree Policy
When Garden Wood estate was built, the developers and the Residents Co planted many new trees to supplement the existing ones. These have now matured and the estate is well endowed with trees large and small. There are no plans to plant any more but requests from residents for new trees will be considered.

The company may decide to replace trees that have we have had to remove. Much will depend on the location and financial constraints. Generally we will not replace trees on very small plots. Some of the small plots that we maintain are actually owned by WSCC. These plots are normally between the road and the footpath. We will not replace any trees lost on these plots.

The company is committed to maintain existing trees and ensure that the estate remains a 'Garden Wood'. Many of the trees are now quite large and the maintenance costs are increasing. It would be possible to spend significant amounts of money on tree maintenance but the directors try to keep maintenance charges low so an annual budget is allocated for tree work. We have commissioned Madgewicks Tree Surgeons a long established company to carry out this work.

The company cuts back and prunes trees within its budgetary constraints but does not remove trees unless they are dead, there is a safety issue or they are causing significant problems. Occasionally residents request a tree to be removed. Such requests will be considered but are unlikely to be granted unless there is a clear safety issue.

The company has a duty of care so we occasionally have to remove trees for health and safety reasons. If the company has no option but to remove a tree then we do not generally consult or advise local residents. If there is an option then we will try to contact residents living close to the area of the tree.

Where a resident requests/insists that the company removes a tree because they believe it is causing or may cause damage to their property the company reserves the right to ask the resident to produce a report from a professional to confirm that this is the case. The cost of obtaining this report shall be borne by the resident.

It is recognised that removing a tree can aggravate structural damage through heave or root shrinkage. If the company does remove a tree at a resident’s request then the company will not accept responsibility for any subsequent damage.

Please contact us if you have any questions about trees on our land.

July 1, 2017

House extensions


House extensions
The company has received an increasing number of enquiries from residents selling houses on Garden Wood.

If the house has had an extension added, solicitors are demanding proof that the company gave its approval. This seems to stem from a clause in the deeds that states that approval is required. It is our understanding that this approval should come from the original developers who are no longer in existence.

There is also a clause in our articles of association that states that residents should request approval for extensions from Garden Wood Resident Co Ltd. If you require such approval then submit details of the building work/extension for approval.

We do not require full plans but a site plan and a description of the work is useful. The company charges an administration fee of £30.

As a company we will not pursue anyone that does not have approval but residents may find they have problems if they sell their property.


Note that local authority planning permission, building regulation and other regulatory permissions may also be required.

Buying and Selling a house


Buying and Selling a house

Garden Wood is a private estate. Although the roads and footpaths are maintained by West Sussex County Council, the community areas are owned and maintained by Garden Wood Residents Company Limited. The company was set up for the sole purpose of maintaining the estate. All homeowners are allocated 10 shares in the company. The company is a non profit making organisation run by residents for residents. The details of this arrangement are set out in the deeds of all the houses on Garden Wood Estate.

To maintain the estate, an annual maintenance charge is payable. This charge is set by the directors of the company. The directors try to keep this charge to a minimum whilst still maintaining the estate to a reasonable standard.

When you sell a house on Garden Wood you should advise your solicitor and the buyer of the maintenance charges and the share certificate arrangement. Your solicitor will then apportion the charges and arrange the transfer of the shares. The maintenance charges are paid yearly in arrears and must be paid before the end of December. They are paid in arrears so an outgoing homeowner could owe up to the whole year's charges, depending on the time of year the sale is completed.

When you buy a house on Garden Wood you should be advised of the maintenance charges and shares via your solicitor. Even if the vendor has neglected to advise the solicitor, this should have been evident from the deeds. The vendor should ensure that the maintenance charges have been apportioned. Your solicitor should contact the Garden Wood Resident Company's solicitor to arrange the transfer of the shares into your name and the issue of a new share certificate. Note that homeowners who pay the maintenance charge by standing order pay a slightly reduced charge which reflects the reduced cost to the company. Standing order mandates are available from the company secretary.

Garden Wood Resident Company's solicitor is Mayo Wynne Baxter.

Garden Wood Resident Company's official address and that of its solicitor is: The Studio, 43-45 Cantalupe Road, East Grinstead, West Sussex, RH19 3BL. The company can also be contacted on gardenwood16@gmail.com

The maintenance charges are mandatory as attested to in the deeds of all Garden Wood properties. All refusals to pay are pursued through the small claims court and will result in a county court judgement. The offender will have to pay court costs as well as the maintenance charges and will get a bad credit rating as a result of the county court judgement. The company regrets the need for such action but non- pursuance would result in increased charges to the vast majority who pay on time.

PLEASE NOTE WHEN YOU MOVE HOUSE DO NOT FORGET TO CANCEL YOUR MAINTENANCE STANDING ORDER


Updated 12 June 2017

Use of Company land


Use of Company  land
All company land is freely available to residents for leisure purposes. This does not include any activity that involves placing objects on the land or erecting a structure.

From time to time, residents may want to use company land adjacent to their property in conjunction with building work or property maintenance. If this is the case then the resident must seek permission. Unauthorised use of company land is regarded as trespass.

If the company permits such use then there is a fixed charge of £50 per month plus reinstatement costs. The reinstatement costs will be waived if the resident restores the said land to its original condition. The above charge applies for small areas of land immediately adjacent to the resident’s property. The charge may be higher if a larger plot is required.

The above applies to residents only. Use of company land by non-residents is by negotiation and will be considered on a case-by-case basis.

Parking on Company Land

The Company does not allow the parking of any vehicles on its land. Vehicles can cause considerable damage to grassed areas. Some areas get vey boggy. We have had instances where vehicles have become stuck and have needed to be towed out. Any vehicles parked on Company land will be deemed to be trespassing and illegally parked. Vehicles not removed when requested will be charged £50 for every day parked on company land plus costs if damage is incurred. Appropriate legal action may also be taken.

Fly Tipping



Incidents of fly tipping on Garden Wood are rare but seem to be on the increase.  Items dumped include super market trolleys, garden/household waste, rubble, charity bags and even a road trailer and a stolen motorbike.  Removing these items is a cost to the company and hence the residents.  The area between Kipling Way and the viaduct seems most prone to fly tipping.

Railway land also seems to be a target for fly tippers. Although not our responsibility, it does not enhance our area. 


There is an excellent free recycling facility about a mile away in Imberhorne Lane. Please make use of it and help keep our estate tidy.  Thank you.


Fly Tipping is illegal.  If you do notice anybody dumping rubbish on Garden Wood please let us know. Location, date, time and if available a vehicle description and registration number would be useful. A photo is even better.


Our contract gardener (EGL) does have permission to dispose of our grass cuttings and leaves in a designated area.  This area is for our use only

Year End Accounts 2018



Year End Accounts 2017


 

Articles of Association


THE COMPANIES ACTS 1985 AND 2006
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF G.W. RESIDENT CO., LIMITED
(Adopted by special resolution of the Company passed on 2007)

1. PRELIMINARY
1.1 The regulations constituting Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 as amended by the Companies (Tables A to F) (Amendment) Regulations 2007 (SI 2007/2541) and the Companies (Tables A to F) (Amendment) (No. 2) Regulations 2007 (SI 2007/2826), and as otherwise amended prior to the adoption of these Articles (Table A) apply to G.W. RESIDENT CO., LIMITED (the Company) except in so far as they are excluded or varied by these articles.
1.2 Words and expressions defined in Regulation 1 of Table A have the same meanings in these articles where the context admits.
1.3 Regulations 2, 3, 8, 24, 35, 41, 44, 46, 54, 64, 66, 76-79, 84, 94 and 118 of Table A do not apply to the Company. If there remains any conflict or inconsistency between these Articles and Table A, the provision of these Articles shall prevail.
1.4 The Company is a private company and no shares or debentures of the Company may be offered to the public.

2. SHARE CAPITAL
2.1 The share capital of the Company is £4,000 divided into 4,000 ordinary shares of £ 1 each.
2.2 No person shall be entitled to be the holder of any share in the capital of the Company unless he or she is the beneficial owner of land and property on the Garden Wood Estate, East Grinstead, West Sussex (Garden Wood Estate) and no person shall be recognised by the Company as holding any share who does not own such land and property.
2.3 Subject to the Act and without prejudice to the rights attached to any existing shares, any share may be issued with or have attached to it such rights or restrictions as the Company may by special resolution determine Articles of Association     

 2.4 In accordance with and subject to the provisions of Part V of the Companies Act 1985 the Company may:
(a) issue shares that are to be redeemed or are liable to be redeemed at the option of the Company or holder;
(b) purchase its own shares (including any redeemable shares);
(c) make a payment in respect of the redemption or purchase of any of its own shares as authorised by these articles otherwise than out of distributable profits of the Company or the proceeds of a fresh issue of shares.

3. LIEN
The Company shall have a first and paramount lien on all shares whether fully paid or not registered (whether as sole registered holder or as one of two or more joint holders) in the name of any person indebted or under liability to the Company for all moneys presently payable by him or his estate to the Company. The directors may at any time declare any share to be wholly or in part exempt from the provisions of this regulation.

4. TRANSFER OF SHARES
4.1 The directors may in their absolute discretion and without giving any reason refuse to register the transfer of any share whether or not it is a fully paid share and in particular the directors shall not register a transfer if the transferee is not the beneficial owner of land and property on the Garden Wood Estate.
4.2 When members sell or dispose of part or the entirety of their interest in land and/or property on the Garden Wood Estate, they shall be bound to sell their shares to the transferee of the interest.
4.3 A member who wishes to sell part of his or her interest in land and/or property on the Garden Wood Estate shall require the approval of the directors and upon any such sale shall be obliged to sell all the shares he or she holds at the time to the new purchaser of the land or property. For as long as the selling member retains an interest as a beneficial owner of land and/or property on the Garden Wood Estate, the member shall be obliged to subscribe for such number of new shares in the Company as may be required by the directors (which at the date of the adoption of these Articles is 10) so that the member has the same holding of shares as other members. The price to be paid for the new subscription shall the higher of par and the price received per share on the sale.

4.4 If the member selling part of his or her interest in land and/or property on the Garden Wood Estate divides this interest into more than one additional interest, the selling member is required to subscribe for such number of new shares in the Company as may be required by the directors (which at the date of the adoption of these Articles is 10) so that the selling member is able to sell the requisite number of shares to the purchasers of each such interest. For as long as the selling member retains an interest as a beneficial owner of land and/or property on the Garden Wood Estate, the member shall also be obliged to subscribe for such number of new shares in the Company as may be required by the directors (which at the date of the adoption of these Articles is 10) so that the member has the same holding of shares as other members. The price to be paid for the new subscriptions shall the higher of par and the price received per share on the sales.

5. OBLIGATIONS OF MEMBERS
5.1 All members shall be required to pay their pro rata share of the annual maintenance charge and other communal expenditure which is charged to them by the Company according to their respective interests in the land and property on the Garden Wood Estate.

6. PROCEEDINGS AT GENERAL MEETINGS
6.1 If a quorum is not present within half an hour of the time appointed for a general meeting, the meeting is adjourned to such day and at such time and place as the directors may determine and if a quorum is not present within half an hour from the time appointed for the adjourned meeting the meeting is dissolved.
6.2 A poll may be demanded at any general meeting by any member present in person or by proxy and entitled to vote.

7. VOTES OF MEMBERS
Subject to any rights or restrictions attached to any shares and to any other provisions of these articles, on a show of hands every member present in person or by proxy shall have one vote, unless the proxy is himself a member entitled to vote and on a poll every member present in person or by proxy shall have one vote for every share of which he is the holder.

8. NUMBER OF DIRECTORS
8.1 Unless otherwise determined by ordinary resolution, there shall be no maximum number of directors. The minimum number of directors is one.

9. ALTERNATE DIRECTORS
9.1 An alternate director may act as alternate director to more than one director and is entitled at a meeting of the directors or of a committee of the directors to one vote for every director that he acts as alternate director for in addition to his own vote (if any) as a director of the Company, but an alternate director counts as only one director in determining whether a quorum is present.
9.2 An alternate director is 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 appointer's absence. But it is not necessary to give notice of such a meeting to an alternate director who is absent from the UK.
9.3 Unless otherwise determined by ordinary resolution of the Company, an alternate director is not entitled to receive any remuneration from the Company, save that he may be paid by the Company such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice to the Company direct.

10. POWERS OF DIRECTORS
10.1 The directors are generally and unconditionally authorised for the purposes of section 80 of the Companies Act 1985 for a period of five years from the date of incorporation of the Company to allot all or any of the unissued shares of the Company. The maximum aggregate nominal amount of ordinary shares that may be allotted is £ 4,000. This authority may be varied or revoked by ordinary resolution of the Company.
10.2 The directors are authorised in accordance with section 91 of the Companies Act 1985 to allot shares of the Company as if section 89(1) of the Companies Act 1985 did not apply to the allotment. This power will expire on the date the section 80 of the Companies Act 1985 authority to which it relates is revoked or (if not renewed) expires, except that the directors may after such date allot securities pursuant to any offer or agreement to do so made before such date.

11. APPOINTMENT AND RETIREMENT OF DIRECTORS
11.1 No person shall be appointed a director at any general meeting unless:
(a) he or she is recommended by the directors and qualifies in accordance with article 11.5 below; or
(b) not less than 14 or more than 35 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 Company of the intention to propose that person for appointment stating the particulars which would, if he were so appointed, be required to be included in the Company´s register of directors together with notice executed by that person of his willingness to be appointed.
11.2 Not less than seven nor more than 28 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 as a director at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose him at the meeting for appointment as a director. The notice shall give particulars of that person which would, if he were so appointed, be required to be included in the Company´s register of directors.
11.3 Subject as aforesaid the Company may by ordinary resolution appoint a person who is willing to act to be a director either to fill a vacancy or as an additional director.
11.4 The directors may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director, provided that the candidate qualifies in accordance with article 11.5 below and the appointment does not cause the number of directors to exceed any maximum number of directors that may be fixed by ordinary resolution.
11.5 In order to qualify for appointment and to remain as a director, a person must be a member and beneficial owner of land and property on the Garden Wood Estate. A director must resign his office when he ceases to be a member or beneficial owner of land and property on the Garden Wood Estate.

11.6 No director shall be liable to vacate office by reason only of that person having attained a particular age.

12. DIRECTORS' APPOINTMENTS AND INTERESTS
Subject to the provisions of the Act, the directors may appoint one or more of their number to the office of managing director or to any other executive office under the Company and may enter into an agreement or arrangement with any director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a director. Any such appointment, agreement or arrangement may be made on such terms as the directors determine and they may remunerate any such director for his services as they think fit. Any appointment of a director to an executive office shall terminate (unless the terms of his appointment provide otherwise) if he ceases to be a director but without prejudice to any claim for damages for breach of the contract of service between the director and Company.

13. PROCEEDINGS OF DIRECTORS
13.1 A person may participate in a meeting of the directors or of a committee of directors by means of electronic communication provided that throughout the meeting all persons participating in the meeting are able to communicate interactively and simultaneously with all other parties participating in the meeting notwithstanding accidental disconnection of the means of electronic communication during the meeting. A person participating in a meeting in this manner shall be deemed present in person at the meeting and shall be entitled to vote and be counted in the quorum.
13.2 Subject to disclosure in accordance with section 317 of the Companies Act 1985, a director is entitled to vote at any meeting of the directors or of a committee of directors on any resolution, notwithstanding that it in any way concerns or relates to 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 Company, and in relation to any such resolution (whether or not he votes on the same) he is to be taken into account in calculating the quorum present at the meeting.

14. INDEMNITY
14.1 Except to the extent prohibited or restricted by the Act, the Company may indemnify out of the assets owned by or available to the Company
(a) without prejudice to any indemnity to which a director or other officer may otherwise be entitled, every director or other officer(including the company secretary but excluding an auditor) of the Company against all liabilities incurred by him in the actual or purported execution or discharge of his duties or the exercise or purported exercise of his powers or otherwise in relation to or in connection with his duties, powers or office in relation to the Company; and
(b) every auditor of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, which relates to any thing done or omitted to be done or alleged to have been done or omitted to be done by him as auditor, 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 to pay any amount in respect of any such action or omission.
(c) The Directors are authorised to determine the scope and terms of any such indemnity granted to any such person which shall be recorded in the Minute books of Directors` proceedings together with a copy of any instrument of indemnity entered into in favour of any such person.
14.2 Subject always to the provisions of the Act, the directors shall have power to make advances at their discretion on behalf of any director or other officer (including the company secretary but excluding an auditor) to fund all or part of the defence costs of proceedings brought against any such person provided that –
(a) any such advance, whether made directly to a third party supplier or to such person, shall be treated as a loan to the director (or other such person on whose behalf the advance was made) repayable by him and otherwise upon terms decided upon by the directors; and
(b) the directors shall have power to waive the repayment of any such loan upon such terms as they see fit.
14.3 The Company may buy and maintain insurance against any liability falling upon its directors or other officers which arises out of their respective duties to the Company, or in relation to its affairs.

       

    These articles of association were adopted by special resolution of the members passed on [date] 2007.