I am a Director and chairman of a Company Limited by Guarantee due to hold its AGM at the end of this month, as required by our Articles. This is the legal status of a members’ bowling club. In common with many other bowling clubs, I would estimate 75% of our members to be over the age of 70. Therefore, the meeting may not be quorate and with potential advice that over 70s stay indoors for 4 months we may not be able to hold a valid meeting till the end of the summer.
So far as I can glean, even if not quorate, the fact that a meeting has been held fulfils the requirement as to the timing of holding an AGM. The only business due to be transacted is the presentation of the annual accounts, already circulated to members, and the re-election of a Director, me, whose term of office will have ended. I understand that any decision taken at such a meeting will not be effective. Therefore, I cannot be re-elected by the members. However, the Directors have the power to co-opt to fill any vacancies, so this would seem to be the route to take until we can hold a quorate General Meeting.
Do readers agree with my understanding of the situation? Are there any other solutions? We need to be quorate to amend the Articles to avoid similar future situations. Incidentally, unlike many other such clubs, the Company remains financially viable and has sufficient funds to endure at last two years without income