CMC Annual General Meeting 05.12.2018
CIVIL MEDIATION COUNCIL
Company Registration Number 09104885
Reminder of AGM and Notice of Special Resolution
Members are reminded that the CMC’s AGM will take place on Wednesday 5 December 2018.
Notice is hereby given in accordance with Articles 33 to 35 of the CMC’s Articles of Association that the following special resolution will be considered at a General Meeting of the Company, on Wednesday 5 December 2018 at 17.00 at International Dispute Resolution Centre, 70 Fleet Street, London EC4Y 1EU.
The Resolution is proposed as a special resolution and relates to amendments to the Company’s Articles of Association (“the Articles”).
Resolution: that the Articles be amended as follows:
A) In the heading to Article 11 insert the words “(“Officer Directors”)” after the words “Finance Director”;
B) In Article 16.1 replace the word “four” with “two”;
C) In Article 18.2 replace the word “five” with “four”;
D) Delete Article 25 and replace with:
25.1 There shall be no more than 18 Directors of which:
25.1.1 at least six shall be elected (“Elected Directors”);
25.1.2 at least one, and not more than three, individuals who are not practising Mediators, associated with a Mediation Provider, trainers of Mediators or Participating Members shall be appointed by the Directors (“Independent Directors”);
25.1.3 the remainder shall be co-opted by the Directors (“Co-opted Directors”).
25.2 Subject to the provisions of Article 11, all directors shall be appointed to serve a term of three years.
E) Delete existing Articles 26.1 to 26.5 inclusive and existing Articles 26.12 and 26.13;
F) In existing Article 26.7 delete the words “two Mediators and two Registered Mediation Providers” and replaced with “one Mediator and one Registered Mediation Provider”;
G) In existing Article 26.11, delete the words “the Elections immediately after the Directors have retired at that meeting in accordance with Articles 26.12 and 26.13 below” and insert the words “their election”;
H) In existing Article 26.14, delete “Director must retire at the first Directors’ meeting following the Elections at which the Elected Director or First Director whose vacancy the co-opted Director has filled is due to retire in accordance with Article 26.12 and 26.13.” and insert “Director’s term shall end no later than the term of the Director whose post has been vacated.“;
I) In existing Article 26.15, delete “(for the purposes of Article 26.12 and Article 26.13 only)”;
J) In existing Article 26.16 delete the words “in accordance with Article 26.12”;
K) Wherever they appear in existing Articles 26.14, 26.15 and 26.16 delete the words “and/or First Director(s)” as the case may be;
L) In the Schedule at paragraph 1.11, delete the words “if applicable, First Director”;
M) That all numbering and cross-references in the Articles and the Schedule be updated to reflect the amendments set out above.
Recommendation
Your Directors consider that the resolution set out above is in the best interests of the Company and its Members as a whole. They recommend that you vote in favour of it as all the Directors intend to do.
A version of the proposed amended Articles, with the proposed changes marked, is shown here for ease of reference.
Attendance at the General Meeting
Participating Members intending to attend the meeting (who have not already notified the CMC of their intention to attend the Annual General Meeting) are asked kindly to notify the CMC’s Secretariat by 23rd November 2018 to assist with the planning of victuals and logistics. The CMC’s Secretariat may be contacted by e-mail at secretariat@civilmediation.org
Voting by Proxy
A member is entitled to appoint another person as his, her or its proxy to exercise all or any of his, her or its rights to attend and speak and vote at a meeting of the Charity. Proxies must be appointed in writing. The appointment must:
– state the name and address of the Member appointing the proxy;
– identify the person appointed to be that Member’s proxy and the general meeting in relation to which that person is appointed;
– be signed by or on behalf of the Member appointing the proxy;
– specify how the proxy is to vote on the proposed special resolution; and
– be delivered by e-mail to secretariat@civilmediation.org by 17.00 on 3rd December 2018.
By Order of the Board
Iain Christie
Company Secretary
November 28, 2018
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