AGM Amendment 3 [both]

[Pennielea]

Bye Law Amendment 3 removes the existing paragraphs and refers to Paragraph 26 in The Articles. As this is the Superior Document 8.1. should vanish from the Bye Laws.

The Amendment 3 to The Articles opens a discussion which has major consequences for The Society. In 2012/13 we had a Council of 12 members. Due to a number of serious disagreements five of those members resigned. The remaining 7 members co-opted 2 of their friends onto Council.

That Council brought forward an amendment to the Bye Laws at the AGM in Perth to limit Council to 9 members. At the AGM I protested that the Bye Laws were the wrong place to do this and that The Articles required to be amended. My objection was ignored. This interjection was not properly recorded in The Minutes and I raised the matter again at the AGM last year in The New Forest. The present revision of The Constitution would have been the ideal place to correct this on-going illegality.

Prior to Perth in my research I had discovered that a mistake had been made at the last re-drafting of The Articles. The law at that time and at present is quoted in the paragraph 20 below.


"20 The number of Directors shall be not fewer than three but (unless otherwise determined by Ordinary Resolution) shall not be subject to any maximum."

In other words the previous limit of 12 Council members was also illegal. I repeat that The Articles are the superior document to the Bye Laws and must be amended to comply with legislation. Whether that means 9 Council members or that we revert to the previous ruling of 12, which I prefer, is irrelevant.

There are many other consequences and questions raised by the present situation. The paragraphs below from The Articles are the current method of appointing Council members

"The Appointment of Directors
26 The charity may by ordinary resolution:
• appoint a person who is willing to act to be a Director; and
• determine the rotation in which any additional Directors are to retire."

27 No person other than a Director retiring by rotation 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 fewer than fourteen nor more than thirty-five clear days before the date of the meeting, the charity is given a 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 proposed to show his or her willingness to be appointed."

The summary of this is that we have an unlimited number of Council members who can be simply proposed by a member and appointed in the correct manner at the AGM. No selection by vote is required.

There are many more relevant points to this subject but this AGM needs to impose discipline on our Governing Body to rectify the basic faults in our administration.

Ian

[Duncan MacIntyre]

Thank you so much Ian for all your work in posting these details.

Duncan