Talk:EGM 2011

General issues

I'd like to propose an amendment to the resolution, although I'm not sure what the correct procedure is. Could someone advise me? I'd like to propose that, should the directors wish to exercise the right given in the resolution to make minor amendments to the objects, they should give notification to the members and give them two week to object. Should 10 members do so, the amendments shall not be made without a resolution of members (either at a general meeting or in writing). I propose this because I think that it is unwise to ever give the directors the power to unilaterally amend the constitution, even if those amendments are "minor". --Tango 20:16, 23 September 2011 (UTC)

As a charity, my understanding is that we will not be able to make any changes to our Objects without re-applying to the Charities Commission as any change in wording may alter the basis for which we have applied to become a charity. Personally I would not support adding your suggested non-minor amendment for this EGM (for reasons of it not being a correction or directly enabling the charity application) but would consider it for the AGM. You should note that the directors discussed improvements we would like to see or may be critical for us to function effectively as a charity, but deliberately left this EGM to focus only on the immediate issue of making sufficient and necessary changes to satisfy the Charities Commission that our activities are entirely charitable. --Fæ 06:41, 24 September 2011 (UTC)

You're not making any sense. Please re-read me comment, because you don't seem to have understood what it says. I am proposing an amendment to your resolution, not to the constitution. It would make no sense at any other meeting, since the resolution it amends wouldn't be on the agenda. --Tango 13:42, 24 September 2011 (UTC)

As Fae says, the provision about minor changes is there so that if some changes turn out to be necessary to formally become a charity, they can be implemented without delay. it defeats the purpose if we make that more complicated. The board aren't going to make amendments that undermine their and the community's own work to secure charity status. By all means make a proposal at the AGM if you're worried about what future boards might do. MartinPoulter 10:54, 24 September 2011 (UTC)

You are also making no sense. Please see my response to Fae. --Tango 13:42, 24 September 2011 (UTC)

This is a special resolution, because it involves amending the company's constitution. You can't amend a special resolution after the notice is issued because: (6)Where a resolution is passed at a meeting—(a)the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution, But, because of the notice requirement for special resolutions, we can't get registered as a charity in time for the start of the fundraiser without doing the EGM now, & hoping that only minor amendments (or none) are needed. Johnbod 16:28, 24 September 2011 (UTC)

Proposed questions for the EGM

If there are questions you would like to see raised during the EGM (whether you intend to proxy vote or not) please give a heads-up here. There will be room for questions during the meeting but in order to manage our overall limited meeting time, a heads-up will enable a considered response or add clarification to the presentation planned. Your question may be adequately answered here, but this would also be useful for reference at the EGM. --Fæ 06:54, 24 September 2011 (UTC)

Proposed amendment

I'm still not sure of the procedure for proposing amendments and if there are notice requirements to be met then I may need to act fast. Therefore, I'm going to propose the amendment here and email the chair with a link to it. I'm not sure how many people need to propose/second such an amendment to get it on the agenda (although, I'd hope the board would put it on the agenda even if just a handful of members want it), so if you want this amendment to be discussed and voted on at the EGM please add your name below (members only, of course - non-members are welcome to comment in the discussion section, but obviously can't vote so can't propose motions).

This meeting believes that amendments to the constitution of the company are a decision for the general membership, not the Board of Directors, and therefore resolves to amend Resolution 1 by adding the following clause 5:

5) Should any amendments to Article M3 be required as described in the second parenthetical part of clause 2 of this resolution that have not been presented to the company's members before this Meeting begins or to the attendees of this Meeting at the beginning of this Meeting, then the members of the company must be notified of the amendments and the members must be given two weeks in which to object. The amendments shall not be implemented until the end of those two weeks. If the Chair of the Board of Directors receives objections from ten or more members of the company, then the amendments shall not be implemented without a Special Resolution of the company, either at a General Meeting or in writing.

Proposed/seconded by:

1. Thomas Dalton
2. (Insert your name here)

Discussion

I've tried to make the amendment as unambiguous as possible, which means it isn't actually very readable, so I'll clarify it here: I'm proposing that if the board wants to change the objects to be anything other than exactly what is in the notification then they need to either tell the membership before the meeting or at the meeting or they need to give us 2 weeks in which to object to the changes. If ten members object to the changes, then the board will need to come back to us for a proper resolution (which will probably mean a second EGM).

My reason for proposing this is simple: I think it's a fundamental principle that the board should not be able to change the constitution of the chapter without the support of the members. There are some time constraints in order to get charitable status before the start of the fundraiser, which is why I'm not demanding a second EGM (which would take at least 3 weeks), but some kind of consultation with members should be required and this is the best way to do it, I think. The reason I haven't gone for a period of time less than two weeks is to allow time for us to discuss any proposed amendments and then for people to make their minds up and make their objections if they wish to. I think it would be difficult to do that in less time. --Tango 15:52, 24 September 2011 (UTC)