<p> MOTION FOR THE 2017 AGM</p><p>Directors Period of Office</p><p>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.</p><p>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.</p><p>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:-</p><p>Retirement of directors</p><p>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.</p><p>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.</p><p>Appointment of directors</p><p>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.</p><p>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.</p><p>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.</p><p>Motion proposed by: David Ormrod, Chairperson</p><p>Motion seconded by: Ian Mackinder, Treasurer</p><p>Dated: 20th July 2017</p><p>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</p>