There will be an Extraordinary General Meeting (EGM) of the members of KGS Garden CIC (the “CIC”) to further the transition of the ownership and management of the gardens from KGS Garden Association (the “Association”) to KGS Garden CIC. This follows enabling resolutions at prior Annual General Meetings (AGMs) of the Association in 2015 and 2022.
CIC members, KGS residents and those with an interest in the gardens are invited to attend the EGM which will take place at St Matthew’s Church Hall, 27 St Petersburgh Place, London W2 on 13th May 2024 at 7pm, and by zoom, details as follows:
https://us02web.zoom.us/j/2379517098?pwd=c0NLVVVZWml1Z2g0c2VPRURyUWxEZz09&omn=89621294983
Meeting ID: 237 951 7098
Passcode: magnolia
At the meeting, CIC members will be asked to:
(1) resolve to accept transfer of title to the gardens from Trustees for the Association and accept transfer from the Association of the Association’s assets and undertaking
(2) elect a new Board of Directors for the CIC (which must be done by June). Up to 8 positions will be available
In relation to (1), these are the final authorisations required to enable the transition and on the completion date, KGS Garden CIC will take on ownership of the gardens and the business and assets of the Association. Background and detail relating to the CIC is set out below.
As regards (2), relevant documents and processes for those interested to stand as directors are set out below.
- Background – Transition to the CIC
Land registration and creation of the CIC
- For most of the life of the Association, the legal ownership of the communal gardens at Kensington Gardens Square was unclear. Title to the gardens had never been registered and the historical unregistered ownership chain was lost in time.
- In the early 2000s, there was a push from the Government to get unregistered land registered. The Association also realised that there was a risk that residents around the Square could lose access, and became concerned about this situation. In retrospect, this concern seems well founded – witness the problems at our neighbouring Princes Gardens Square in recent years, where there has been a battle over title and a potential sale of the gardens for private benefit.
- Successive committees put an enormous amount of effort into the process of securing title to the gardens. This involved reviewing many years of historical records, developing a consensus across the Association membership around how to apply, and submitting and resubmitting applications.
- We also had to develop a solution for safeguarding long-term ownership as the Association, being an unincorporated entity, lacks the capacity to hold land. To solve this problem, the Association membership decided that the application for Land Registration would be made in the name of four Trustees, who would, if the application were successful, then transfer the land to a newly incorporated entity, KGS Garden CIC. The Trustees agreed to make such application on the basis that theirs would be a temporary role only and the CIC was incorporated in 2016
- To allow ownership and management of the gardens to be in the same entity, it was also agreed that the CIC would be a successor organisation for KGSGA, taking over its management role, with a similar constitution and governance model
- In July 2021, Trustees for the Association were successfully granted title to the gardens by the Land Registry. It therefore became incumbent on the Association to proceed with the transition to the CIC as directed by members and in order to release Trustees from their role as temporary land owners.
Completing the transition to the CIC
- At its 2022 AGM, the Association resolved to ask the Trustees to transfer the land to the CIC and to transfer management and administration of the communal gardens in Kensington Gardens Square including all funds, equipment, etc. to the CIC. In both cases, this would be at a time to be determined by the Association committee, with the important proviso that this would take place only when the committee was satisfied that sufficient buildings around the Square had signed up to join the CIC so that the membership of the CIC was as similar as practically possible to that of the Association
- After significant engagement during 2023, nearly all paid-up frontages of the Association have signed up to be members of the CIC. At its AGM in November 2023, Association members were updated that action would be taken to call an EGM of the CIC to complete the transition in early 2024.
- In February this year, the Association committee unanimously resolved to proceed with the transition and call such EGM, at which the CIC will resolve to accept title to the gardens and take on the Association’s assets and undertaking.
- The final step is to therefore to hold the EGM, approve the transition and elect a new board of directors for the CIC. We will then proceed to complete the transition, with the CIC taking over management of the gardens from the Association from the completion date, and the Association will then be wound up.
- Electing new directors for the CIC
- In June 2023, members of the Association committee were appointed by CIC members to act as CIC directors with the sole task of signing up buildings around the Square to be members of the CIC as a prerequisite to completing the transition. During this process, the gardens have continued to be managed by the Association and its committee.
- The CIC will assume operational control on completion of the transition, and at the EGM we will elect a Board of Directors to succeed the committee’s role
- Procedures for election of Directors mirror those of the Association and are set out in Articles 24 and 25 of the CIC’s articles, attached below
- In order for a person to stand for election:
- They must be an authorised representative of the member freeholder building or a person resident in such a building
- They must obtain permission to stand for election from their member freehold (the company or person that owns the freehold)
- They must be proposed and seconded by the member freehold, and have their name submitted to the Secretary of CIC at least 72 hours before the general meeting using the nomination form attached below
- The Secretary of the CIC is Wendy Wyver who can be reached at wendywyver@icloud.com. Please also send the application to committee@kgsgarden.org.uk
- If a resident is unsure whether their building is a member of the CIC or unsure how to contact the member freehold, please contact Wendy who can assist with an introduction
- No more than two persons representing any one member freehold may be elected as directors. Other provisions regarding eligibility and election are set out in the Articles
- At the general meeting, those standing for election should expect to state their profession and reasons for standing for election and be prepared to answer questions from the meeting relevant to their nomination
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