Three minor comments on Mickey's earlier email:

Mickey Conn mickey.conn at gmail.com said:

# (Clause 10) Voting

• Do we need to specify voting procedures for electing Directors?

Perhaps the procedure used in the recent board election?

We will have to specify this at some stage, of course, The first question we need to decide now is what method to use:

1) Writing the procedures into the articles 2) Adopting the procedures as a Board-decided Rule per Article 28, or 3) Adopting the procedures as a Members-decided Rule per Article 28.4 4) Having them informal

The key difference is that they require a different threshold to change:

1) requires a 75% vote of the members 2) requires a majority vote of the Board 3) & 4) require a majority vote of the members

If we go with (1), we need to agree a form of wording. If we go with any of the others we do not have to make any changes now, but we will need to come back to this in a few weeks.

# (Clause 14) Age limits of Directors / members

• Are we happy with the proposal that Directors must be 16 or over,

with a majority of Directors 18 or over, and that there shall be no limit on the age of members?

Under the Companies Act we cannot accept directors under 16. However, we could choose to set a higher limit (say 18) if we wanted. The proviso "with a majority of Directors 18 or over" is not a legal requirement but follows from the CharityCommission guidance.

# (Clause 21) Delegation

• Should Directors be permitted to delegate the powers to committees

of non-Directors?

The model Articles for a commercial company under the Companies Act 2006 allow directors to appoint a delegate, whereas the Charity Commission model articles do not allow this. Presumably they thought this was more appropriate for charities, but it is ultimately a decision for us to take.

Regards,

Andrew