Charitable company changes to Articles

We need to bring into our articles new clauses to permit virtual meetings

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I am currently vice chair of a sheep breed society, limited by guarantee and with a membership of around 850.  Although we did a rewrite of the articles in 2015 to bring in necesary changes for CA 2006, we did not incorporate clauses to cover the holding of remote meetings of the company or its board.  Last year's AGM was due to be held in April but was postponed to June and held online (covered by the emergency legislation in the Corporate Insolvency and Governance Act 2020).  This has now been extended by three months to 31 Decembert 2020 but rather than rely upon further exensions to legislation to cover our next AGM which should be held in April next year, we have decided to hold an EGM in December to approve relevant changes to the articles.

The business at an AGM used to involve several votes including 'adopting' the accounts, 'ratifying' appointments made by the board, 'ratifying' other appointments of directors directly voted upon by members and finally re-appointing the reporting accountants.  Over the years I have managed to persuade everyone that the votes are largely unnecessary and the only one left is the last of these.

Am I right in thinking that it is only auditors who have to be reappointed at the AGM, not reporting accountants?

The other thing I would welcome members opinions on is the proposed EGM to change the articles.  I am thinking that all members would be sent notice of the meeting which would include the formal Special Resolution with the changes proposed and a covering letter setting out the proposed changes and the reasons for them and inviting members to contact me if they want futher information or clarification.  There would be a tear off voting slip to be returned by post or email.  The return of the voting slip whether indicating yes, no or spoiled would be counted as participation in the meeting and contribute towards the quorum required even if the member did not join the virtual meeting which would primarily be only to anounce the result of the vote.

Replies (5)

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RLI
By lionofludesch
20th Oct 2020 14:25

Does the tear-off slip not amount to a proxy vote ?

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Replying to lionofludesch:
Woolpit Gus
By nutwood
20th Oct 2020 15:52

I guess so but the articles don't allow for proxy voting!
It's my opinion, unverified because they are all gone to heavenly pastures new, that aristocratic founders believed that if people couldn't turn up to a meeting they did not deserve a vote!

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Replying to nutwood:
RLI
By lionofludesch
20th Oct 2020 16:04

nutwood wrote:

I guess so but the articles don't allow for proxy voting!
It's my opinion, unverified because they are all gone to heavenly pastures new, that aristocratic founders believed that if people couldn't turn up to a meeting they did not deserve a vote!

Ah right. Well OK, you'll need to change the Articles but, how you do that without a proxy vote is a bit of a circular argument.

I dunno how much the emergency legislation helps you acjieve that.

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Replying to lionofludesch:
Woolpit Gus
By nutwood
20th Oct 2020 16:21

I can't recall exactly and am out checking on the sheep at the moment and can't really download the act on the phone but from memory it very broadly allows companies to achieve what is necessary for the good governance of the business in the present circumstances irrespective of the limitations of their articles.

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Replying to nutwood:
Woolpit Gus
By nutwood
20th Oct 2020 19:06

Relevant wording in Schedule 14 of the Act is:
Meetings of qualifying bodies held during the relevant period
3(1)This paragraph applies to a meeting within sub-paragraph (2) that is held during the relevant period.
(2)A meeting is within this sub-paragraph if it is—
(a)a general meeting of a qualifying body,
(b)a meeting of any class of members of a qualifying body, or
(c)a meeting of delegates appointed by members of a qualifying body.
(3)The meeting need not be held at any particular place.
(4)The meeting may be held, and any votes may be permitted to be cast, by electronic means or any other means.
(5)The meeting may be held without any number of those participating in the meeting being together at the same place.
(6)A member of the qualifying body does not have a right—
(a)to attend the meeting in person,
(b)to participate in the meeting other than by voting, or
(c)to vote by particular means.
(7)The provisions of any enactment relating to meetings within sub-paragraph (2) have effect subject to this paragraph.
(8)The provisions of the constitution or rules of the qualifying body have effect subject to this paragraph.

Seems to cover the situation and the proposed action.

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