mdingwall
Administrator
A FEW OBSERVATIONS ON THE CLUB 1872 CONSTITUTION
Firstly, the document I am working from is the one posted on the Companies House website entry for Club 1872 Shares Community Interest Company dated 28 January 2020. This is rather different from the one put up or discussion on the Club 1872 website on 11th June 2017 - https://club1872.co.uk/news/club-1872-constitution-consultation/ - and also from what appears to be the original Constitution listed here - https://club1872.co.uk/wp-content/uploads/2017/06/Constitution-1872.pdf
Secondly, I have no legal training and some of the wording is a little obscure and difficult to follow so bear with me if I have misunderstood anything.
NUMBER OF DIRECTORS
Originally these were 7 in number and has now been cut to 5. The result of the 2016 election was listed here - https://club1872.co.uk/news/club-1872-election-result/ - from memory I think the original rules meant you were in an absolutely constant stream of election and re-election.
ELECTIONS AND AFFIRMATIONS
The rules allow for Board members to be affirmed as well as elected. This is a slightly unusual concept for me as most organisations allow for co-options of members but normally these have to be confirmed at the next AGM by election.
Two of the current directors appear to have been affirmed - Laura and Euan - rather than elected - although Laura was elected in 2016. It’s a peculiar system which allows people put their names forward to continue as directors and unless anyone objects they are deemed elected. You can’t be affirmed twice in a row.
From memory - I think in 2017 there were 6 nominees for 7 seats so no election was held.
So, as the only directors elected for the period under consideration were Laura, Stuart MacQuarrie and Alan Fraser - the fact that two of those resigned may be cause for concern. Joanne and Euan were confirmed last February. Although not ideal they did not break any rules.
ANNUAL MEETING
Item 31.1 says “The Directors may call a meeting of the Contributors at ay time and will hold an annual meeting of the Contributors.” So there is a duty to call an annual meeting but there is no specification for when or what the business to be brought before it may be.
The 2017 prosed Rules had stated “The Directors shall procure that meetings of the Donating Members are held on at least four occasions per annum”.
Also, whilst there can be a vote on a resolution on the night all votes will be conducted by way of a poll on the website. This is a change from the proposed change to the rules which stipulated a show of hands at a meeting.
Calling an EGM is virtually impossible - it can be called by resolution of “5% of the Donating Members or (b) 250 of the Donating Members” - such is the technical difficulty in obtaining and verifying the 250 signatures that it’s impossible without the co-operation of the current directors.
Likewise, the Rules allow for members to call a Poll on any matter but that too requires “5% of the Donating Members or (b) 250 of the Donating Members”.
Firstly, the document I am working from is the one posted on the Companies House website entry for Club 1872 Shares Community Interest Company dated 28 January 2020. This is rather different from the one put up or discussion on the Club 1872 website on 11th June 2017 - https://club1872.co.uk/news/club-1872-constitution-consultation/ - and also from what appears to be the original Constitution listed here - https://club1872.co.uk/wp-content/uploads/2017/06/Constitution-1872.pdf
Secondly, I have no legal training and some of the wording is a little obscure and difficult to follow so bear with me if I have misunderstood anything.
NUMBER OF DIRECTORS
Originally these were 7 in number and has now been cut to 5. The result of the 2016 election was listed here - https://club1872.co.uk/news/club-1872-election-result/ - from memory I think the original rules meant you were in an absolutely constant stream of election and re-election.
ELECTIONS AND AFFIRMATIONS
The rules allow for Board members to be affirmed as well as elected. This is a slightly unusual concept for me as most organisations allow for co-options of members but normally these have to be confirmed at the next AGM by election.
Two of the current directors appear to have been affirmed - Laura and Euan - rather than elected - although Laura was elected in 2016. It’s a peculiar system which allows people put their names forward to continue as directors and unless anyone objects they are deemed elected. You can’t be affirmed twice in a row.
From memory - I think in 2017 there were 6 nominees for 7 seats so no election was held.
So, as the only directors elected for the period under consideration were Laura, Stuart MacQuarrie and Alan Fraser - the fact that two of those resigned may be cause for concern. Joanne and Euan were confirmed last February. Although not ideal they did not break any rules.
ANNUAL MEETING
Item 31.1 says “The Directors may call a meeting of the Contributors at ay time and will hold an annual meeting of the Contributors.” So there is a duty to call an annual meeting but there is no specification for when or what the business to be brought before it may be.
The 2017 prosed Rules had stated “The Directors shall procure that meetings of the Donating Members are held on at least four occasions per annum”.
Also, whilst there can be a vote on a resolution on the night all votes will be conducted by way of a poll on the website. This is a change from the proposed change to the rules which stipulated a show of hands at a meeting.
Calling an EGM is virtually impossible - it can be called by resolution of “5% of the Donating Members or (b) 250 of the Donating Members” - such is the technical difficulty in obtaining and verifying the 250 signatures that it’s impossible without the co-operation of the current directors.
Likewise, the Rules allow for members to call a Poll on any matter but that too requires “5% of the Donating Members or (b) 250 of the Donating Members”.