NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Exeter Rowing Club will be held on Thursday 21th November at 6:30 pm at Exe Water Sports Association, 62 Haven Road, Exeter, EX2 8DP to transact only the following business: 

  1. Amendment of Articles of Association

To consider and, if thought fit, to pass with or without modification/s, the following Resolution as a Special Resolution: 

RESOLVED THAT the existing articles of association of the company be modified as follows:

Delete Articles 3 (c) and 3 (d)

AND

Insert the words “or third parties” after the word “members’ at line 1 Article 4.2.

AND

Add the following to Article 18.2:

“The Directors may refuse membership, or remove it, only for good cause such as conduct or character likely to bring the club or sport into disrepute. Appeal against refusal or removal may be made to the members.”

AND

Delete the following from Article 19.2:

“There shall be no right of appeal from a decision of the directors to terminate the membership of a member”.

Resolution Explanation

A club that is registered as a CASC is not allowed to distribute any of its surpluses or assets to members or third parties. Additionally, if the club invests surplus income in securities, property, shares or stocks this would require expenditure that was deemed “non-qualifying expenditure” which would remove some or all of the club’s relief from Corporation Tax.  in relation to the relevant CASC rules. Removing these articles removes this ability from the Club and therefore makes it compliant.

In relation to decisions regarding membership, CASC rules require a process of appeal must exist to ensure that the club is as open and inclusive as possible, whilst maintaining suitable safeguards in relation to membership of the club.

Notes:

  1. In order for a Special Resolution to pass, at least 75% of the members must vote in person at the meeting or by proxy.
  2. Completed proxy forms should be returned no later than Tuesday 19th November, 6:30pm (48 hours prior to the start of the meeting)
  3. Proxy forms will be provided electronically to a member’s registered email no later than 1st November.
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