The Board of Directors of Sealladh na Beinne Mòire would like to thank all those who attended and sent proxy votes to the EGM at Stoneybridge Community Hall on Tuesday 23rd February 2010.
EGM Report
The EGM was called by the Directors to vote on the proposed new SnBM Articles of Association
A total of 73 Full Members of the company attended the meeting with a significant number of Associate and Non-Members also in attendance to hear the presentation and listen to the discussion on the proposed Articles of Association.
The 73 Members in attendance carried 61 proxy votes for Members unable to attend the meeting.
Angus MacMillan, Chairman of Sealladh na Beinne Mòire, welcomed everyone to the meeting, highlighting the agenda for the evening.
Huw Francis, Chief Executive, followed with a short presentation on the activity of the group of companies during 2009 and presented draft financial figures for the year to December 2009.
Angus MacMillan then brought the meeting to the presentation of the new Articles of Association and introduced Chris Smith, Partner Gillespie McAndrew LLP, who drafted the Articles of Association at the direction of the SnBM Directors.
Chris Smith discussed the reasoning behind the proposed Articles of Association and highlighted the changes to Company Law and Charities Law which have been introduced since SnBM’s Memorandum and Articles were originally drafted at the time of the community buyout. Additional changes for clarity, simpler administration and to take account of a number of years of experience operating a company of this type and complexity were also introduced.
Whilst a significant amount of the changes in the proposed Articles of Association were technical changes as required by the new Acts, Mr Smith concentrated his presentation on the changes that impacted on the operation of the company. Questions from the floor were taken throughout the presentation and answered by Chris Smith, Huw Francis and Angus MacMillan as appropriate.
The proposed new Articles of Association require the longest serving elected Directors to stand down on a strict timetable and stand for re-election by the Members if they wish to continue as a Director. Directors co-opted by the elected Board of Directors for their particular expertise and/or experience would be required to stand down at every AGM to give a newly constituted Board full control over which co-opted Directors sit on the Board.
Following the presentation a vote was taken on the Special Resolution;
That the regulations set out in the attached document be adopted as the articles of association of the company in substitution for the existing articles of association of the company (it being noted that the existing articles comprise the articles with which the company was incorporated and the provisions formerly contained in its memorandum which are now treated as provisions of its articles by virtue of section 28 of the Companies Act 2006).
Huw Francis highlighted the following information to the Members present at the meeting;
Votes were cast firstly in favour of the resolution, and then against the resolution. The results were as follows;
92 votes in favour of Special Resolution
30 votes against the Special Resolution
122 votes cast in total at the EGM
75.4% of votes cast were in favour of the Special Resolution
The proposed new Articles of Association were therefore accepted, having reached the 75% required.
Finally, Angus MacMillan highlighted the proposed schedule for the next round of elections for Directors due to take place in May 2010, prior to the June 2010 AGM. There will be 3 Director vacancies in 2010 and the ballot is planned to be held by postal ballot.
The evening’s presentation and copies of the new Articles of Association are available to download below:
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