Garden Wood Resident Co Ltd

We are here to maintain and improve our estate

                                      GARDENWOOD RESIDENTS’ AGM MEETING HELD 18TH JULY 2022

At the meeting, a number of resolutions were proposed and discussed for action by the board of directors, and those results are listed below.

Resolution !

To acknowledge having been provided with the 2019, 2020 and 2021 full company accounts.

Result   For 49    Against 0

Resolution 2 

To agree that the company can collect maintenance charge by direct debit from January 1st 2023 ( first payment July 1st 2023 ) from those submitting a direct debit form.

Result   For 50    Against 1

Resolution 3

To increase the maintenance charge from January 1st 2023 by the amount agreed at the AGM ( details to follow )

Result   For 49     Against 4

Resolution 4

To approve leaving suitable areas of grass uncut during summer months to encourage wild flowers and habitat growth.

Result   For 24    Against 29 

Resolution 5

To acknowledge notification that the company has appointed new ground maintenance contractor from July 2022

Result   For 51     Against  0

Resolution 6A

To call a general meeting at a later date to consider passing a Special Resolution to amend the Articles of Association to remove the power of the directors to enter any contract regarding the sale or use of land owned by the company, except where such use is required by statutory power, and to authorise the directors to engage legal advisors to draft clauses to amend the Articles and to deal with all legal requirements. Such costs to be capped at £5000 unless at a second meeting a higher fee is authorised.

Result   For 3     Against 47


Resolution 6B

To call a general meeting at a later date to consider passing a Special Resolution to amend the Articles of Association to provide shareholders with the right to see copies of the records of the Company, and to receive copies upon payment of a fee to cover costs, and to authorise the directors to engage legal advisors to draft clauses to amend the Articles and to deal with all legal requirements, such costs to be capped at £5000 unless at a second meeting a higher fee is authorised.

Result   For 4     Against 47

Resolution 6C

Should one or both resolutions 6A or 6B be passed, to authorise the Company to charge all residents a one time additional maintenance fee in 2023, in order to cover all legal costs incurred, the amount to be set by the directors based on actual costs incurred.

Result   For 2     Against 48


It was mentioned that a garden fence in Byron Grove had fallen onto GW land and was very unsightly, this has now been taken up with the directors and will be actioned.



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.

A Short History of Garden Wood

The area known as Garden Wood is shown on early maps of East Grinstead and was part of the original Imberhorne farm. The origins of the name are unclear, and there is no evidence of a garden in the wooded area. Hops were grown close by and were known as hop gardens but it is unlikely that hops were grown on this hilly area. Around 1842 Imberhorne farm had a hop garden close to what is now Imberhorne Lane. Perhaps the wood was used to grow wood for hop poles?

The land that formed Garden Wood was a hilly piece of farm and woodland. It contained a few small ponds, one still remains at the rear of The Blytons and is used for fishing. Another still exists near the viaduct and was originally a millpond for Brook Mill which was later turned into a reservoir that provided water to the Imberhorne estate.There was another pond at the top of what is now Kipling Way but this has disappeared. A deep gulley near the viaduct still helps to drain the land and this crosses under Garden Wood Road into a large flood plan area. This feeds into a stream that flows down through Dunnings Mill onto Forest Row and actually the beginning of the River Medway, which has its source in Turners Hill.

In 1852 Frank Cayley Worsley a director of the East Grinstead Railway Company owned Imberhorne Farm and he built the railway cutting for the East Grinstead to Three Bridges railway line that effectively divided Imberhorne farm in half.
In 1877 the Blount family bought Imberhorne farm and developed the farmland, buying up and incorporating many other smaller farms. By 1896 the farm covered over a 1000 acres.

Garden Wood is an area set between two old East Grinstead railway lines which was a large railway terminus served by four railway lines and two stations. The four railway lines served London, Tunbridge Wells, Three Bridges and Lewes and there was a loop line connecting the high and low level stations. Known as St Margaret’s loop the cutting, much overgrown, still exists and runs under Park Road. The Tunbridge Wells to Three Bridges line ran over the London to Lewes line and was served by the High Level station which closed in 1967.and the station was demolished in 1969 and a car park was built on the site. A small part of the bridge buttress remains by the bus station. The old railway lines now form the public walking paths Worth Way and Forest Way

The Viaduct marks the entrance to Garden Wood and it was built to extend the railway to Lewes. This impressive structure was built by London, Brighton & South Coast Railway and it was started in 1880, finished in 1882. One of the engineers involved in its construction was Joseph Firbank now immortalised in Firbank Way better known now as the service road to Sainsbury’s ! The viaduct was called Hill Place Viaduct but later renamed Imberhorne Viaduct. It became a grade 2 listed structure in 1988 and is one of the largest brick built viaducts in the country. It was sold to the Bluebell Railway Company for £1 in 1992 and reopened in March 2013 when the Bluebell Line was extended to East Grinstead

In 1953 Edward Blount died, followed shortly by his wife Clara and their daughters Clara and Marguerite inherited the farm. It was a big farm and there were large death duties to pay so the farm was put up for sale. The Blount family home stood somewhere in the vicinity of what is now Blount Avenue.

The East Grinstead to Three Bridges line in effect split the land, the old Imberhorne manor and the land to the North of the line was sold to A.J Wait of Banstead and they proceeded to build the Imberhorne estate. In 1968 the land between the Three Bridges line and the Lewes line, including Garden Wood was sold by the Blount sisters to A.J Wait and this area became the Garden Wood estate.

Planning application for the building of houses on the agricultural land was given to A.J Wait with the provision that it was low density housing and a certain amount land was set aside for community use. Originally seven types of houses were built with a mixture of detached and semi detached properties all with garages. A community centre and six shops were also planned on the land which is now Dickens Close but never built. This land was sold by A J Wait to another builder R K Francis and included a car park on the corner with Garden Wood Road, but instead of shops he built four houses in Dickens Close and two in Garden Wood Road.

A Community Centre and another car park was to be built at the top of Kipling Way but this plan was also abandoned and eight Georgian style houses built on the plot.

A new road bridge was built at the top of Garden Wood Road across the recently closed railway, linking Imberhorne and Garden Wood estates. Then much landscaping had to be done in the area of the viaduct to extend Garden Wood Road through the estate into valley under the viaduct. The site was very hilly and required further landscaping to maximise the use of the land. This can be seen today in the use of split-level houses on some plots in Milton Way

To provide a community atmosphere, the planner/developers decided that as well as the amenity areas there should be network of footpaths, known locally as Twittens and all properties should be opened fronted with no fences or walls on their front boundaries.

Building commenced in 1968 and the last house was built in 1971, the price range for the houses was between £5000 and £8000. At the time this put them within the reach of young married couples and a few of those original homeowners still live on Garden Wood fifty years later. On completion of the building work, the developers landscaped the common areas and planted many trees and they transferred ownership of these areas to the Garden Wood Resident Company and issued shares in the new company to all Garden Wood homeowners.

When the high level station was demolished, access to the low level station and the town was cut off and it was a long walk round to the station and town either over the London Road bridge or the under the viaduct. The Garden Wood residents donated £334 to build a temporary structure to give a short cut down the railway embankment to the lower station. In June 1972 this was demolished and a new public footbridge built over the lower railway line and a car park was eventually built on the site of the high level station.

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

Many local authorities strongly encourage us to contact them via their websites. We have included the web site addresses and also phone numbers where given. You might also be able to report problems to WSCC/MSDC via the library information desk.

West Sussex CC Highways Dept  maintain the roads and footpaths on Garden Wood Main Number is 01243 642105.
WSCC encourage us to use the "Love West Sussex " web site. Although it sounds like a dating site, you can use it to report problems with pot holes, damaged pavements, weeds and trees on your land.

Street Lighting  is sub contracted to SSE. Emergency Contact 0800 048 2435 or report on try to have the number from the lamppost ie 0000

Blue Badge Scheme is administrated by WSCC. THey are also responsible for parking regulations.
The WSCC web site has lots of useful information.

Mid Sussex District Council based in Haywards Heath are responsible for waste, recycling and bin collection.
For missed bin collection go to their web site or call 01444 477440
MSDC main line is 01444 458166
They have an excellent web site, which includes a planning portal telling you all you want to know about locl planning permission

East Grinstead Town Council does some minor work like clearing footpaths and topping up the Gritting Bins
Main Number 01342 323636
For Community Services Grit Bins and Graffiti 01342 335059

East Grinstead CitizensAdvice is based in the library, but you can get advice on many subjects over the phone
03444 771172

Our Local Councillors for Garden Wood and Imberhorne are
Frank Osborne 07428 536376
Frank Visser 01342 323066
Rex Whittaker 01342 302515

Local Police  101 or 01273 470101

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

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.
Tree PolicyTree 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 appreciates the importance of trees on our environment and supports the ethos of the Woodland Trust. We are committed to maintain existing trees, ensuring that the estate remains a "Garden Wood". Many of these trees are now quite large and the maintenance costs are increasing. It would be possible to spend significant amounts on tree maintenance but the directors try to keep maintenance charges low so an annual budget is allocated for tree work.

The company cuts back and prunes trees within its budgetary constraints but does not remove trees unless they are dead or if there is a safety issue. 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.

We comply with the Wildlife and Countryside Act 1981. We do our best to avoid disturbing wild birds or their nests during the breeding season.

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 recognized 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.

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

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.


Updated 12 June 2017

              Rented Properties
        Information for Landlords

There are a small number of rented properties on Garden Wood. Paying the maintenance charge is normally the responsibility of the owner not the tenant and we would prefer to deal with the owner of the property directly rather than via the tenant.  If you decide to rent out your Garden Wood property it would be helpful if you could provide us with a mailing address.  Unless advised otherwise we will send all correspondence to the address on Garden Wood.  We will address the mail to the owner.  Our invoices do ask the resident to pass on invoices to the landlord if they are a tenant but it seems that not all do so.  Late payment may incur extra costs for the landlord.  Another option is for landlords to pay by Standing Order.  If you are a landlord and want to discuss this with us please contact us via our email address.
Note that all tenants must abide by the covenants contained in the Garden Wood property deeds.  Only property owners or their nominees may attend and vote at the company AGM.
(Rented Properties 10/1/20)
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.

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



(Adopted by special resolution of the Company passed on 2007)

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.

2.1 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.

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.

4.1 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.

5.1 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.

6.1 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.

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.

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

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.

10.1 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.

11.1 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.

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.

13.1 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.

14.1 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.



                                                                                         G.W Resident Co Ltd
                                                         General Data Protection Regulation – GDPR Privacy Statement

In May 2018 new GDPR legislation came in force. It has put a legal responsibility on those that hold data. The legislation is complex and far-reaching but still applies to companies as small as ours. At G.W Resident Co Ltd we hold the minimum amount of personal data necessary to manage the company.
As a registered company with shareholders, we are legally obliged to maintain a list of shareholders and to provide Companies House with an annually updated list of shareholders. We also need to invoice our shareholders for the annual maintenance payment so we keep a record of maintenance payments for billing purposes. We do not hold bank details.

To comply with the above the company holds the names and addresses of all shareholders. If shareholders have had direct contact with the company we may also hold their phone numbers and/or email addresses.

We do not disclose any of the information we hold to third parties.
If you have any questions or concerns about the way we hold your data please contact us.

Jan 2020