On Wed, August 27, 2008 21:33, Thomas Dalton wrote:
There is the possibility of getting all the members (I looked it up, it is 100% required) to agree to hold it without 21 clear days notice, but they really shouldn't be relying on that - even if no-one says "no", what if they can't get hold of someone in time? There is no clause in the Articles saying you don't need someone's permission if they don't answer the phone.
um, you really should read the whole section before you say that as you have got it wrong.
"46 (a) The Company may give any notice to a member either: i. personally; or ii. by sending it by post in a prepaid envelope addressed to the member at his or her address; or iii. by leaving it at the address of the member; or iv. by giving it using electronic communications to the members address. (b) A member who does not register an address with the Company, or who registers only a postal address that is not within the United Kingdom, shall not be entitled to receive any notice from the Company. 47 A member present in person at any meeting of the Company shall be deemed to have received notice of the meeting and of the purposes for which it was called. 48 (a) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. (b) Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given. (c) A notice shall be deemed to be given: i. 48 hours after the envelope containing it was posted; or ii. in the case of an electronic communication, 48 hours after it was sent."
ie. it is only required to be sent; if someone does not reply or it otherwise not contactable (ie they haven't updated their contact information) then the notice is still correctly given. There is also Clause 8: "The proceedings at a meeting shall not be invalidated because a person who was entitled to receive notice of the meeting did not receive it because of an accidental omission by the Company."
I note that WMUK has received four applications for membership in the last couple of days, which the Board will consider in advance of the AGM.
It is clear from recent posts to this list that some individuals might be positioning themselves as possible candidates for election to the Board. In that possibility may I draw people's attention to the following:
"27 No person other than a Director retiring by rotation may be appointed a Director at any general meeting unless: (a) he or she is recommended for election by the Directors; or (b) not fewer than fourteen nor more than thirty-five clear days before the date of the meeting, the Company is given a notice that: i. is signed by a member entitled to vote at the meeting; ii. states the members intention to propose the appointment of a person as a Director iii. contains the details that, if the person were to be appointed, the Company would have to file at Companies House; and iv. is signed by the person who is to be proposed to show his or her willingness to be appointed. 28 All members who are entitled to receive notice of a general meeting must be given not fewer than seven nor more than twenty-eight clear days notice of any resolution to be put to the meeting to appoint a Director other than a Director who is to retire by rotation."
Whilst it is highly possible that the present Directors will agree to set aside some part of the notice periods it would clearly not be acceptable for candidates to be 'sprung' on members at the last minute. Could those considering standing, therefore, please make themselves known to myself in order that all may be informed.
It would also probably be of use to members if such possible candidates gave some detail as to their experience and capabilities for the task of being a Company Director, eg. appropriate qualifications, other directorships, etc., alongside age and background / involvement with WMF and the projects.
Regards
Alison Wheeler for WMUK