On Wed, August 27, 2008 21:33, Thomas Dalton wrote:
There is the possibility of getting all
the members (I looked it up, it is 100% required) to agree to hold it
without 21 clear days notice, but they really shouldn't be relying on
that - even if no-one says "no", what if they can't get hold of
someone in time? There is no clause in the Articles saying you don't
need someone's permission if they don't answer the phone.
um, you really should read the whole section before you say that as you
have got it wrong.
"46 (a) The Company may give any notice to a member either:
i. personally; or
ii. by sending it by post in a prepaid envelope addressed to the member at
his or her address; or
iii. by leaving it at the address of the member; or
iv. by giving it using electronic communications to the members address.
(b) A member who does not register an address with the Company, or who
registers only a postal
address that is not within the United Kingdom, shall not be entitled to
receive any notice from the
Company.
47 A member present in person at any meeting of the Company shall be
deemed to have received notice of the meeting and of the purposes for
which it was called.
48 (a) Proof that an envelope containing a notice was properly addressed,
prepaid and posted shall be conclusive evidence that the notice was given.
(b) Proof that a notice contained in an electronic communication was sent
in accordance with guidance issued by the Institute of Chartered
Secretaries and Administrators shall be conclusive evidence that the
notice was given.
(c) A notice shall be deemed to be given:
i. 48 hours after the envelope containing it was posted; or
ii. in the case of an electronic communication, 48 hours after it was sent."
ie. it is only required to be sent; if someone does not reply or it
otherwise not contactable (ie they haven't updated their contact
information) then the notice is still correctly given. There is also
Clause 8: "The proceedings at a meeting shall not be invalidated because a
person who was entitled to receive notice of the meeting did not receive
it because of an accidental omission by the Company."
I note that WMUK has received four applications for membership in the last
couple of days, which the Board will consider in advance of the AGM.
It is clear from recent posts to this list that some individuals might be
positioning themselves as possible candidates for election to the Board.
In that possibility may I draw people's attention to the following:
"27 No person other than a Director retiring by rotation may be appointed
a Director at any general meeting unless:
(a) he or she is recommended for election by the Directors; or
(b) not fewer than fourteen nor more than thirty-five clear days before
the date of the meeting, the Company is given a notice that:
i. is signed by a member entitled to vote at the meeting;
ii. states the members intention to propose the appointment of a person
as a Director
iii. contains the details that, if the person were to be appointed, the
Company would have to file at Companies House; and
iv. is signed by the person who is to be proposed to show his or her
willingness to be appointed.
28 All members who are entitled to receive notice of a general meeting
must be given not fewer than seven nor more than twenty-eight clear days
notice of any resolution to be put to the meeting to appoint a Director
other than a Director who is to retire by rotation."
Whilst it is highly possible that the present Directors will agree to set
aside some part of the notice periods it would clearly not be acceptable
for candidates to be 'sprung' on members at the last minute. Could those
considering standing, therefore, please make themselves known to myself in
order that all may be informed.
It would also probably be of use to members if such possible candidates
gave some detail as to their experience and capabilities for the task of
being a Company Director, eg. appropriate qualifications, other
directorships, etc., alongside age and background / involvement with WMF
and the projects.
Regards
Alison Wheeler
for WMUK