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Notice of AGM

British Kitesports Association

(a company limited by guarantee)

 

Notice of Annual General Meeting

 

Notice is hereby given that an annual general meeting of the British Kitesports Association (a company limited by guarantee) (the “BKSA”) will be held at Jollife Suite, Thistle Poole Hotel , The Quay , Poole, BH15 1HD on Saturday 6th April 2013 at 5.30 pm to transact the following business.

Resolution 5 will be proposed as a Special Resolution. All other resolutions will be proposed as Ordinary Resolutions

Links to all documents are built in below -please click on subject for a PDF

Minutes of 2012 AGM

1.To approve the minutes of the 2012 AGM of the BKSA and to authorise the Chairman to sign the same.

Chairman’s report

2.To receive a report of the Chairman on the activities of the BKSA since the last

Treasurer’s report

3.To receive a report of the Treasurer on the finances of the BKSA.

Attendance report

4.To receive the report on the attendance by Board Directors at the principal Board Meetings of the BKSA since the last AGM.

Amendment to Articles

 

(To be proposed as a Special Resolution)

 

5. To delete the existing Articles 71 and 73 of the Association’s Articles of Association and replace it with the following:

 

“ 71     Contents of notice. The notice of meeting shall include details of the general nature of the business to be transacted and may (if the Board thinks fit) include the text of resolutions proposed by the Board. The notice shall also include:

 

71.1     notice of the name of any candidate for election to the Board validly submitted in accordance with Articles 44 to 47 inclusive together with particulars of the candidates if and as required by Article 48;

 

71.2     any resolution (i) proposed by 10 Members or 1% of the Members (whichever is less) all of which must be in good standing on the date the resolution is received by the Association; (ii) that complies with Act; and (iii) which resolution is received in good time by the Association as required by Article 47;

 

71.3     draft minutes of the last General Meeting of the Association; ”

 

“ 73. Quorum. No business shall be transacted at any meeting unless a quorum is present. Save as otherwise provided herein, fifteen Members entitled to vote (in person or by proxy) at the meeting shall be a quorum. No Member whose membership fee (or other monies owing to the Association) is in arrears may speak or vote at a general meeting. ”

 

Appointment of non-executives

 

6.To request the Board to appoint Emma Beckinsdale as a non-executive director of the Association

 

7.To appoint Martin Evans as a non-executive director of the Association

 

8. To appoint Phil Revill as a non-executive director of the Association

 

9.To appoint Sarah Sylvester as a non-executive director of the Association

 

Any other business

 

The floor will be open to any other business

 

 

Background on resolutions 5 and 6:

 

  • The changes to Article 71 would require a minimum level of support for a member-proposed resolution. The Board is not required to put before a General Meeting resolutions that do not comply with the Companies Act 2006 or which otherwise are incompatible with English law. The proposed amendments indicate the requirement that the proposed resolutions must comply with the Companies Act 2006. The changes to Article 73 clarifies that whether or not a quorum is present at a General Meeting is to be assessed by reference to those present and entitled to vote in person or by proxy. A copy of the Association’s Articles of Association marked to show the proposed changes accompanies this notice.
  • Emma Beckinsdale’s application to be proposed as a non-executive director was received after the cut-off time for member nominations under Article 47. The Board intends, however, to appoint Ms. Beckinsdale under Article 49 (casual vacancies) if her candidacy is approved by a simple majority of those entitled to vote (in person or by proxy) at the AGM

 

 

By order of the Board

 

 

Marc Rowley

Secretary

British Kitesports Association

22 April 2012

 

Notes

 

1.     Full and adult Family members of the BKSA whose membership is current are entitled to one vote each at the AGM (article 80). The vote may be cast in person or by proxy.

 

2.     Full and adult Family members are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

 

3.     A proxy does not need to be a member of the BKSA but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

 

If      you do not give your proxy an indication of how to vote on any resolution,      your proxy will vote or abstain from voting at his or her discretion. Your      proxy will vote (or abstain from voting) as he or she thinks fit in      relation to any other matter which is put before the meeting.

 

The notes to the proxy form explain how to direct your proxy how to vote on  each resolution or withhold their vote.

 

To appoint a proxy using the proxy form, the form must be:

 

  • completed and signed;
  • sent or delivered to the Secretary at sec@kitesurfing.org ; and
  • received by the Company no later than 48 hours before the time fixed for the meeting.

PROXY FORM

Proxy form in Word Doc

Contact

Richard Gowers (Chairman): info@kitesurfing.org/

Marc Rowley (Secretary): sec@kitesurfing.org

 

British Kitesports Association

A company limited by guarantee

Registered in England and Wales under number 6978015

Registered office: 14A Albany Road, Granby Industrial Estate, Weymouth DT4 9TH.