Dingley Family & Specialist Early Years Centres Page 2
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MOTION FOR THE 2017 AGM
Directors Period of Office
Currently, directors are appointed at Board Meetings and then have that appointment ratified, or otherwise, by standing for re-election at the first AGM following that appointment.
At each AGM, one third of directors must retire in rotation with the longest serving directors being those who must retire (and seek re-election if they wish to do so). With a small number of directors, this results in very regular retirements and re-elections, and is a somewhat clumsy process.
This motion proposes that the period of appointment of a director should be 3 years from their appointment ratification at the first AGM following their appointment. The relevant sections of the Dingley's Promise Articles of Association would thus be amended to read as follows:-
Retirement of directors
29 At the first annual general meeting all directors must retire from office unless by the close of the meeting the members have failed to elect sufficient directors to hold a quorate meeting of the direct- ors. At each subsequent annual general meeting, any director that has served 3 years since they were last elected, or re-elected, at an annual general meeting must retire from office and, if willing, stand for re-election.
30 If a director is required to retire at an annual general meeting by a provision of the articles the retire- ment shall take effect upon the conclusion of the meeting if they are not re-elected.
Appointment of directors
31 The charity may by ordinary resolution: (1) appoint a person who is willing to act to be a director; and (2) determine the length of time after which directors must retire from office and stand for re-elec- tion.
32 No person other than a director retiring at the end of their 3 years may be appointed a director at any general meeting unless: (1) he or she is recommended for re-election by the directors; or (2) not less than fourteen or more than thirty-five clear days before the date of the meeting, the charity is given notice that: (a) is signed by a member entitled to vote at the meeting; (b) states the member's intention to propose the appointment of a person as a director; (c) contains the details that, if the person were to be appointed, the charity would have to file at Companies House; and (d) is signed by the person who is to be proposes to show his or her willingness to be ap- pointed. Dingley Family & Specialist Early Years Centres page 2 33 All members who are entitled to receive notice of a general meeting must be given not less than seven nor more than twenty-eight clear days' notice of any resolution to be put to the meeting to ap- point a director other than a director who is retiring at the end of their 3 year period of office.
34 (1) The directors may appoint a person who is willing to act to be a director.; (2) A director appointed by a resolution of the other directors must retire at the next annual general meeting and, if willing, stand for re-election.
Motion proposed by: David Ormrod, Chairperson
Motion seconded by: Ian Mackinder, Treasurer
Dated: 20th July 2017
Charity Registration No. 1137609, Company Registration No. 07279320 A Company Limited by Guarantee Registered in England and Wales Registered OffIce: Kennet Walk Community Centre, Kenavon Drive, Reading, Berks RG1 3GD www.dingley.org.uk