NEW COMPANY ARTICLES ACCEPTED AT AGM

Posted on 10/09/2018 in Acrobatic

NEW COMPANY ARTICLES ACCEPTED AT AGM

Scottish Gymnastics member clubs have voted to accept amendments to the Association’s articles following the annual general meeting on Sunday 9 September at Stirling Court Hotel.

The number of proxy votes submitted in advance and the votes cast at the AGM were sufficient to form a quorate, and all the proposed resolutions were accepted.

Although the Company's existing articles of association were adopted at last year's EGM, the Board identified further adjustments to clearly define the classes of membership and operational practices of the company. 

Scottish Gymnastics is a club-based organisation and the revisions provide clarity to the classes of membership. There has also been some confusion around the submission of proxy votes ahead of general meetings and the Company has not been able to convene a quorate meeting of its members. In order to address these matters the Board sought the advice of legal firm, Harper Macleod LLP, and it was proposed that the Company's existing articles of association be replaced by the New Articles. 

Members voted to accept the proposal that twenty five percent of the total aggregate number of votes that could be cast by all of the Voting Members is sufficient for a quorate meeting to be held. 

Another significant change is to the start of the membership year which is being brought forward from 1 October each year to 1 September, with member clubs being able to register from 1 August. This means participating members can join or renew in line with the new school year, ahead of gymnastics sessions beginning again after the holidays. We will keep members up to date with more information about the details, financial implications, and timetable for change well in advance of the 2019/20 membership year.

We have also taken this opportunity to gender neutralise the New Articles in line with the Company's equalities policies. The nominations for five general directors and the finance director were also approved.

Thank you to the voting members who attended the AGM and to those who cast their vote by submitting proxy forms in advance, and ensuring these significant changes to articles of the Scottish Gymnastics Association could be made.

The full minutes of the AGM will be published online in due course.

> New Scottish Gymnastics Association 

> Board of Directors

SUMMARY OF ADOPTED PROPOSALS AT 2018 AGM

The Scottish Gymnastics Association (the "Company")
Proposed new articles of association adopted by the Company (the "New Articles")

Membership classes of the Company

The New Articles update the provisions detailing the membership classes of the Company (see article 8). The term ‘Club Member’ has been replaced with ‘Member Club’. This is to avoid confusion between Clubs as members of the Company and the Club’s own members.

The Company's membership predominantly comprises of Member Clubs, with a limited number of Individual Members and Honorary Life Members.

The New Articles no longer include an Associate Member class of membership.

The New Articles now make reference to Registered Participants, being a Member Club’s gymnasts (both recreational and competitive), office bearers, coaches, judges, technical officials and adult helpers. The New Articles confirm that Registered Participants are not Members of the Company and they shall not be entitled to attend, speak at and vote at general meetings of the Company in their capacity as a Registered Participant.

The New Articles confirm that a Member Club must arrange for its Registered Participants to be registered annually with the Company from 1 August in each year. The New Articles allow the Board to amend the Company's membership year by giving the Member Clubs at least 6 months' notice. The New Articles provide that so long as a Individual Member or Member Club or a Registered Participant has paid their annual subscription fees in full, that Member or Registered Participant, together with each Honorary Life Member, has the right to participate in approved or permitted competitions, festivals and events organised by or on behalf of the Company, subject to the rules and conditions governing each competition and event.

Proxy voting

The provisions dealing with proxy voting are contained at article 15. These clarify that the Voting Members of the Company (being all Honorary Life Members, Individual Members and Member Clubs of the Company from time to time) are entitled to vote at a general meeting of the Company by way of proxy.

The provisions setting out how a Voting Member can appoint a proxy are contained art article 15.1. The key point to note is that a Proxy Notice can be submitted to the Company electronically (i.e. by email), so long as it complies with the requirements of articles 15.1.1 – 15.1.3 and it is submitted to the Company at least 48 hours before the general meeting.

Quorum requirement

As noted above, there have been instances where the Company has not been able to convene a quorate meeting of its members, which affect the ability of the Company to function. As such, the Board wish to reduce the threshold for a quorum so that such number of Voting Members that represents twenty five percent of the total aggregate number of votes that could be cast by all of the Voting Members is sufficient for a quorate meeting to be held (see article 12.6). The revised wording in the New Articles also makes it clears that Voting Members can be present at a general meeting in person or by proxy and as such proxy votes count in the determination of whether a quorum is present. Based on the current number of Member Clubs, this requires approximately 40 Member Clubs to attend or submit a proxy.

Voting at a general meeting by Member Clubs

The wording of article 13.2 has been updated to clarify the voting rights of Member Clubs at general meetings. This article confirms that an authorised representative must be a Registered Participant of that Member Club who is over the age of 16 and details the documentation that an authorised representative must exhibit to the Company to be entitled to vote on behalf of that Member Club.

Payment of annual subscription fees by the Members and Registered Participants

A new article 11 has been included in the New Articles which deals with payment of annual subscription fees by the Members and Registered Participants. Article 11.1 confirms that all Members (except from Honorary Life Members) and all Registered Participants shall pay an annual subscription fee to the
Company.

A Member Club's annual subscription fee will now be due for payment by 31 August each year, although the New Articles allow for the Board to amend this date by giving the Member Clubs at least 6 months' notice.

A Registered Participant's annual subscription fee may be paid from 1 August, although a Registered Participant's subscription fee cannot be paid until the relevant Member Club has paid its fees. A Registered Participant shall have no rights or privileges nor be entitled to any benefits (for example that Registered Participant would not have the benefit of insurance or be entitled to participate in competitions, festivals and events organised by or on behalf of the Company) until such time as a Registered Participant (on a Member Club on behalf of a Registered Participants) pays such annual subscription fee.

Article 11.2 confirms that the only the Voting Members, by ordinary resolution, can change the annual subscription fees payable by, and the benefits attaching to, each class of Member and/or the Registered Participants and following any change the Company shall notify the Members and/or the Registered Participants of such change.

Gender neutralisation

We have also taken this opportunity to gender neutralise the New Articles (i.e. remove all references to he, him, his etc.) in line with the Company's equalities policies.

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