23rd October at 7:30pm at Bere Alston Bowling Club Notice is hereby given that the Second Annual General Meeting of the Weir Quay Community Watersports Hub Club Ltd will be held on 23rd October 2014 at 7:30pm at Bere Alston Bowling Club
Business to be transacted:
1 – Apologies for absence
2 – Ordinary resolutions:
To propose and if deemed fit, pass the following resolutions as ordinary resolutions,
2a) To receive the minutes of the Annual General Meeting of May 17th 2013.
2b) To receive the annual accounts for the year ending November 30th 2013
2c) To receive the directors’/ trustees’ annual report for the year ending November 30th 2013
3 – Retirement of directors
Notes : Under Article 29, at each Annual General Meeting one-third of the directors or, if their number is not three or a multiple of three, the number nearest to one-third, must retire from office. (They can stand for re-election!) Under article 30.(1) the directors to retire by rotation shall be those who have been longest in office since their last appointment. Members are asked to note that [xxxxxxx – TBC] and [yyyyy – TBC] will therefore stand down and are / are not standing for re-election.
The following person was appointed under articles 31. And 34.(1) as a director and trustee and Company Secretary by ordinary resolution of the directors in June 2014: Graham Reed. Under article 34.(2) directors appointed by a resolution of the other directors must retire at the next annual general meeting and must not be taken into account in determining the directors who are to retire by rotation. This person is therefore eligible for election as a director and trustee by members at this AGM. (i.e. members are to confirm Graham’s appointment as made by the directors)
4 – Election of directors/trustees *
5a) To elect the following persons (appointed by ordinary resolution of the directors) as a director, trustee and company secretary: Mr Graham Reed.
5b) to elect the following two nominated persons as directors and trustees.
Details of persons nominated (delegated) by the Gig Club and/or the sailing Club as representative members are to be supplied at or prior to the meeting. (This item is necessary only if the Gig Club is to propose new directors to replace Cate Taynton and David Conn or the Sailing Club is to replace David Semken).
* Nominations for directors and trustees
Under Article 32 – Any member who wishes to propose a person for appointment to the Hub Club board as a new director and trustee at the AGM (I e.. other than a director retiring at the AGM) must give at least 14 days’ notice to the secretary stating the name, address, nationality and date of birth of the nominee, and the notice must be signed by a member of the company and by the nominee signifying their willingness to stand as a director and trustee.
Please Note – Appointment of a proxy.
Members are asked to note their right to appoint a proxy to vote on their behalf at the AGM under Section 324 of the Companies Act 2006 and Article 19 of the company’s Articles of Association. Any member wishing to appoint a proxy is requested to follow the notice procedure outlined under Article 19, as below.
19. Content of proxy notices
19.(1) Proxies may only be validly appointed by a notice in writing (a ‘proxy notice’) which :
19.(1) a) states the name and address of the member appointing the proxy;
19.(1) b) identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed;
19.(1) c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and
** 19.(1) d) is delivered to the charity in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
19.(2) The charity may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
19.(3) Proxy notices may specify how the proxy may be appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
19.(4) Unless a proxy notice indicates otherwise, it must be treated as:
19.(4) a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and
19.(4) b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as to the meeting itself.
** A proxy notice may be delivered by email, by hand or by post to the secretary at Hunter’s Oak Trendle Lane Bere Alston Devon PL20 7HT email@example.com