Draft Minutes – EGM 2018

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Draft Minutes

of the Extraordinary General Meeting of The Third Age Trust

held at the Great Hall, University of Birmingham on Wednesday 21st March 2018

 

Present: 110 U3As, carrying 254 votes. 231 U3As used a proxy to the Company Secretary (483 votes) and 5 U3As used a proxy to another U3A (8 votes).

 

1. Pam Jones – NEC Chairman

Welcomed members to the meeting, thanked them for attending, and advised that this EGM was an historic moment for the U3A movement.

 

2. The NEC moved the appointment of Zazia Pratt (Bromley U3A), Janice Anderson (Dorridge U3A), and Jill Haistead (Wearside U3A) as tellers, seconded by Ian Funnell (Fetcham U3A).

 

3. Ian McCannah – NEC Vice Chairman

Presentation of the special resolutions to be voted upon

Ian McCannah explained that in order for the proposed resolutions to be accepted we needed to have 10% of the membership attending the meeting and voting in order to be quorate. 75% of those voting need to vote in favour. This includes proxy votes. If the resolutions are agreed they will take immediate effect from the close of the meeting.

There are 3 resolutions to be voted on; the resolutions are being moved by the NEC.

 

Special Resolution 1 – CHANGE TO THE OBJECT CLAUSE

The membership of the Third Age Trust at the Extraordinary General Meeting on 21st March 2018 clause, having received the prior consent of the Charity Commission in England and Wales, hereby resolves to change the object clause of the organisation to: “THE ADVANCEMENT OF EDUCATION AND, IN PARTICULAR, THE EDUCATION OF OLDER PEOPLE AND THOSE WHO ARE RETIRED FROM FULL TIME WORK, BY ALL MEANS INCLUDING ASSOCIATED ACTIVITIES CONDUCIVE TO LEARNING AND PERSONAL DEVELOPMENT”.

 

Special Resolution 2 – CHANGE TO THE MEMORANDUM AND ARTICLES

RESOLUTION TO CHANGE THE MEMORANDUM AND ARTICLES OF ASSOCIATION (As amended by Resolutions to date and the Special resolutions of May 2008 and September 2013) TO THE ARTICLES OF ASSOCIATION ATTACHED: The membership of the Third Age Trust at the Extraordinary General Meeting on 21st March 2018 hereby resolves that the current Memorandum and Articles of Association (As amended by Resolutions to date and the Special resolutions of May 2008 and September 2013) shall be altered so as to take the form of the Articles of Association attached to this resolution and that these are in substitution for, and to the exclusion of, any Articles of Association of the company (charity) previously registered with the Registrar of Companies.

 

Special Resolution 3 – CHANGE TO THE DISSOLUTION CLAUSE

RESOLUTION TO CHANGE THE DISSOLUTION CLAUSE: The membership of the Third Age Trust at the Extraordinary General Meeting on 21st March 2018, having received the prior consent of the Charity Commission in England and Wales, hereby resolves to change the wording of the dissolution clause of the organisation to:

(1) The members of the charity may at any time before, and in expectation of, its dissolution resolve that any net assets of the charity after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of the charity be applied or transferred in any of the following ways:

(a) directly for the Object;

or (b) by transfer to any charity or charities for purposes similar to the Object;

or (c) to any charity or charities for use for particular purposes that fall within the Object.

(2) Subject to any such resolution of the members of the charity, the directors of the charity may at any time before and in expectation of its dissolution resolve that any net assets of the charity after all its debts and liabilities have been paid, or provision made for them, shall on or before dissolution of the charity be applied or transferred:

(a) directly for the Object;

or (b) by transfer to any charity or charities for purposes similar to the Object;

or (c) to any charity or charities for use for particular purposes that fall within the Object.

(3) In no circumstances shall the net assets of the charity be paid to or distributed among the members of the charity (except to a member that is itself a charity) and if no resolution in accordance with clause 1 of this article is passed by the members or the directors the net assets of the charity shall be applied for charitable purposes as directed by the Court or the Commission.

 

Questions from the floor

Q1. Mike Rowe – Malling District U3A

Article 14 refers to Chairman – has there been any debate over the use of the term ‘Chair’ or ‘Chairman’?

Jo Coleman responded that there is no legal position on the use of the terms and it’s really down to personal preference.

 

Q2. Stewart Hudson – Lisburn U3A

Article 17 – is this a typo? It says that member votes should be ‘more than 3001’ – should it read ‘more than 3000’?

Jo Coleman said that it should read ‘more than 3000’.

 

Q3. James Dunn – Hereford and District U3A

In respect of dissolution it says that the assets of the Trust would go to the membership. Does this mean that member U3As would be liable for debts if there were debts?

Jo Coleman – clause 3, page 3 outlines that members would only be liable up to £1 each.

 

Q4. Richard Teare – Knole U3A

The Articles state that a ‘Director’ is a ‘natural person’. What does this mean?

Jo Coleman – it means that it’s a real person not a company or a corporate body.

 

Q5. John Kaye – Furness U3A

In the original articles it stipulates that a new U3A must agree the aims and objectives of the U3A movement. The new articles don’t make this explicit. That seems a shame.

The panel acknowledged that that change has been made.

 

Q6. Philip O’Shea – Handsworth U3A

Has the NEC given any thought to ensuring representation at board level?

Ian McCannah explained that elections sit within regions therefore the Trust has no control over who is elected and voting is from the membership within the regions.

 

Q7. Robert Carmichael – Oulton U3A

What publicity will take place to explain what has taken place today and how it came about? Graham Clark’s presentation was very useful for context but not sure how many of his members would be aware of the process. Can Graham’s presentation be made available?

Sam Mauger – we will make Graham’s presentation available. There will also be an article in TAM and Graham’s presentation can be attached as a link in the next newsletter.

 

Q8. Peter Heffer – Yate & Sodbury U3A

What implications does today’s outcome have for the individual U3As and their own object clause?

Sam Mauger – due to the number of constitutions that are out there it is best for individual advice to be given to each U3A and this can be followed up after the meeting. All U3As have had an opportunity to ask those questions and 100s of emails have been received into the object clause inbox.

 

Q9. Phil Grace – Higham & Rushden U3A

There is some confusion over our object clause and the Trust Articles and what U3As need to do within the next 12 months.

Sam Mauger – the Trust will continue to offer support to each U3A to ensure that they reach the point that they need to with their own constitutions.

 

Following the questions, the voting members cast their votes and the ballot boxes were taken away by the tellers for the count.

Special Resolution 1 – CHANGE TO THE OBJECT CLAUSE

682 votes For; 47 Against; 7 Abstentions

Special Resolution 2 – CHANGE TO THE MEMORANDUM AND ARTICLES

674 For; 46 Against; 14 Abstentions

Special Resolution 3 – CHANGE TO THE DISSOLUTION CLAUSE

673 For; 46 Against; 18 Abstentions

 

4. Ordinary Resolution 1 – To Appoint haysmacintyre as the auditors for the Third Age Trust for the financial year 1st April 2017 to 31st March 2018.

John Ellison – NEC Treasurer

John explained that the Trust has recently gone through a tendering process for the Trust auditors. A number of tenders had been received and reviewed and the NEC are recommending that haysmacintyre become the new auditors.

The motion was seconded by Hilary Jones.

The motion was carried by a vote amongst the voting members present in the hall.

 

Pam Jones, Chairman, then formally closed the Extraordinary General Meeting.