Committee

CABINET

Date

8th January 2003
Classification

Unrestricted
Report No.
Agenda
Item
Report of :

Corporate Director, Housing

Originating officer(s): Paul Bloss
Title :

EastEndHomes – Objects and Articles of Association

Wards Affected: All


1

1.1




2

2.1
SUMMARY

This report provides Members with further details on the corporate and legal structure
(the Objects and Articles of Association) of EastEndHomes, the new council sponsored

Registered Social Landlord (RSL).

RECOMMENDATIONS

Cabinet is recommended to:-

Agree the Objects and Articles of EastEndHomes as set out in the report.

Local Government Act, 2000 (Section 97)
List of “Background Papers” used in the preparation of this Report

Brief description of “back ground papers”

Name and telephone number of holder
and address where open to inspection.



Housing Choice Files

Objects & Articles of Association
Memorandum of Agreement
Intragroup Agreement

Paul Bloss ext. 7161
3
Background

3.1
Members agreed at the Policy and Implementation Committee (PIC) on 17 April 2002 to sponsor the setting up of a new Registered Social Landlord (RSL) for those estates who wish to pursue this option as part of Housing Choice.

3.2
Members also agreed that this new RSL would comprise a form of community led group structure. Estate Steering Groups would be able to choose from several options for joining EastEndHomes. These would range from being a directly managed estate through to progressive levels of resident control as Tenant Management Organisations (TMO’s). These could take the form of an Estate Management Board for a single estate, or a Local Community Housing Trust for a larger grouping of estates.

3.3
The report agreed by Members on the 17 April 2002 provided further information on the development of EastEndHomes as a social landlord. It was agreed that only EastEndHomes (the umbrella organisation) would seek registration with the Housing Corporation. The constituent local housing organisations, Estate Management Boards and Community Housing Trusts would not be registered in the first instance. However, the constitution of EastEndHomes (the Object and Articles of Association) would be drafted in a way that supported the local organisations progressing towards a greater level of independence, subject to resident support, Housing Corporation registration and funding considerations.

3.4
Subsequently, Cabinet agreed on 28 October:
  • That EastEndHomes be formally adopted as the name of the new council sponsored RSL, as recommended by the Boroughwide Tenant Compact Group; and
  • That the structure of the main board of EastEndHomes would comprise:

               4 Councillors
               6 Independents
               8 Residents

3.5
This board structure is in line with the requirements of the Housing Corporation. These are that residents may comprise the largest single group on an RSL board, but cannot have an overall majority; that a third of the board must be independents; and that the board should comprise no more that eighteen in total.

3.6
Work has now been undertaken on developing the legal framework of EastEndHomes and the Objects and Articles of Association. The full version of these documents is available on request. The key features of the documents and the legal framework for EastEndHomes and Local Community Housing Trusts are set out below:

4
EastEndHomes: REGISTRATION AND LEGAL STRUCTURE


General

4.1
EastEndHomes must be registered as a social landlord with the Housing Corporation. Members will be aware that the Housing Corporation is responsible for the registration, monitoring and funding of RSLs on behalf of the Government. The RSL inspection function currently undertaken by the Housing Corporation will soon be taken over by the Audit Commission. This will integrate and standardise the formal inspection process for the social housing sector (i.e. local authorities and RSLs).

4.2
Discussion about registration have already taken place with the Housing Corporation. They have confirmed that the registration process can commence based on the current proposals for EastEndHomes.

4.3
As a legal entity, EastEndHomes will be a company limited by guarantee. This is a common form of legal structure for organisations established by local authorities for the advancement or promotion of charitable, social or community objectives. Poplar HARCA and THCH, for instance, are both companies limited by guarantee.

4.4 A company limited by guarantee means that EastEndHomes will be a “not for profit” organisation. This means that it will not raise share capital, there will be no shareholders, nor would any dividends be paid. “Not for profit” means that any surpluses from the business plan will be reinvested in service provision, repairs and improvements to homes and associated estate regeneration activities.

4.5



Membership of the company will be open to all tenants and leaseholders of EastEndHomes. The liability of members will be limited by the Memorandum of Association to a minimal sum. This is usually £1.

4.6
In effect EastEndHomes will be collectively owned by its membership. Control of EastEndHomes will be exercised through the Board of the organisation.

4.7
In due course the Board will also need to consider whether to seek charitable status through registration with the Charity Commissioners.

5
THE BOARD OF EastEndHomes AND THE CONSTITUENT LOCAL HOUSING ORGANISATIONS:

5.1
The Board structure of EastEndHomes was agreed by Cabinet on 28th October 2002. The Details of the Board arrangements are set out in the Memorandum of Association. These are summarised as follows:
  • The 4 Council Board Members will be nominated by Tower Hamlets Council. They can be elected Councillors or other “local authority persons”, (i.e. officers of the Council).
  • The 6 Community Board Members (the Independents) will be elected by the general membership at the annual general meeting of EastEndHomes, following a recommendation by the Board. Work is underway to seek applications for independent Members of the Board.
  • The 8 Tenant Board Members will either be nominated by the constituent local housing organisations or they will be directly elected by the overall tenant membership of EastEndHomes.
5.2
A proportion of the Tenant and Community Board Members must retire from Board membership on a rotational basis. In each instance they will be eligible for immediate re- nomination and re-election to the Board.

5.3
The Memorandum and Articles of Association make provision for changes to the board structure of a constituent local housing organisation in line with the right to progress towards full independence and registration as an RSL in its own right.

5.4
Prior to independent registration there would be no restriction on the number of Tenant Board Members of a constituent local housing organisation. Following independence from EastEndHomes, however, the Board would need to adhere to the Housing Corporation guidelines on board structures.

6
OBJECTIVES AND RESPONSIBILITIES

6.1
These are set out in the Memorandum of Association of EastEndHomes. They include specific community empowerment and involvement objectives and express powers in relation to devolution of functions and responsibilities.

6.2
Broadly, the objectives and responsibilities can be summarised as follows:
  • to provide, construct, improve or manage housing
  • to acquire, repair and improve property
  • to develop homes for shared ownership
  • to provide services to leasehold property
  • to develop and implement community development strategies
  • to enable and empower the community to participate in the affairs of EastEndHomes and the local community housing organisations.
  • to undertake a range of activities which contribute to the regeneration or development of an area, including:
 → bringing land and buildings into effective use
 → contributing to and encouraging economic development;
 → creating an attractive and safe environment;
 → preventing crime and reducing the fear of crime;
 → providing and improving housing or social and recreational     facilities for the purpose of encouraging people to live or work in an area or for the purpose of benefiting people who live there;
 → providing employment for local people;
 → providing or improving training, educational facilities or health services for local people;
 → assisting local people to make use of opportunities for education, training or employment;
 → meeting the special needs of local people.


7
FORMAL POWERS OF EastEndHomes

7.1
These are set out in clause 5 (3) of the Memorandum of Agreement. Generally, they enable EastEndHomes to undertake the following:
  • manage the properties in the ownership of EastEndHomes
  • delegate management and maintenance responsibilities to the constituent local housing organisations (and accept or take back these responsibilities, in specific circumstances)
  • undertake works to buildings and land
  • establish a Community Fund for investment in community projects
  • raise loans and enter into other financial transactions to secure resources for investment in homes and other properties
  • arrange necessary insurance cover and indemnification for buildings, officers and board members
8
INTRAGROUP AGREEMENT

8.1
EastEndHomes will comprise a form of group structure. Therefore an Intragroup Agreement will be necessary.

8.2
The Memorandum and Articles of Association specifically provides for the devolution of functions, powers and responsibilities to the constituent local housing organisations.

The Intragroup Agreement sets out the respective roles and responsibilities of the different parts of the organisations. The Housing Corporation recommends that all parts of the group formally sign up to the Agreement

8.3
The main elements of the Intragroup Agreement are as follows:
  • The constituent local housing organisations (Local Housing Trusts etc.) will have responsibility for the defined operational matters in their area.
  • The Board of the local organisation has the responsibility for running the local organisation in accordance with:

  •  → the Management Agreement
     → its business plan and budgets
     → group policies and local policies and procedures.

8.4
The local board will provide an annual report for the Board of EastEnd on its performance.

Under the terms of the Intragroup agreement, EastEndHomes will provide a range of functions and services for the constituent local housing organisations. These will be determined by reference to the day to day operational responsib ilities of the local organisations. The schedules annexed to the Intragroup Agreement set out the range and scope of these services and highlight arrangements for their provision and indicative cost.