AGM Papers

An explanatory note about the AGM, the agenda for next week’s AGM and a list of the names of those wishing to stand as Directors are below on this e-mail.

Andrew WatsonCurrie Chieftains Secretary

Proposed New Directors 2018-19

New directors Proposed by Seconded by

Directors seeking re-election Proposed by Seconded byPhil Thomas – President C. Mullins A.J. WatsonCharles Mullins – Chairman P.Thomas A.J. WatsonAndrew Watson – Secretary P. Thomas C. MullinsIvor Santer A.J. Watson P. ThomasGrant Williamson A.J. Watson P. Thomas

CURRIE RUGBY FOOTBALL CLUB Ltd.

1st ANNUAL GENERAL MEETING

Clubhouse, Malleny Park

Wednesday 21st November 2018, 8pm

AGENDA

1. Apologies
2. President’s Introduction
3. Accounts to 31st July 2018
4. Reports

a) Corporate Report

b) Rugby Playing Report

5. President’s remarks
6. Retiral of the Board of Directors
7. Election of the new Board of Directors
8. Any other competent business

FOR MEMBERS INFORMATION

Extract from Currie Rugby Club Membership and Rules Paragraphs 11.0 ET SEQ on the conduct of AGM Meetings

FOR MEMBERS INFORMATION

EXTRACT FROM CURRIE RUGBY CLUB MEMBERSHIP AND RULES PRARAGRPHS 11.0 ET SEQ ON THE CONDUCT OF AGM MEETINGS

11.0 MANAGEMENT ANDGOVERNANCE

11.1 Each year Currie Rugby Football Club Ltd will hold an Annual General Meeting at which it will present a report of the club’s activities and its audited accounts and will appoint its Directors.

11.2 At any Annual General or Extraordinary General Meeting of the company all current members of the club over 18 (as summarised in paragraph 3.2 and paragraph 3.3) may attend. However, only those who are registered as Members of the company may vote (see paragraph 3.2).

12.0 PROCEDURES FOR APPOINTMENT AND ELECTION OF DIRECTORS

12.1 The procedures for appointment and election of Directors of Currie Rugby Football Club Ltd is as set out in the Articles of the company, copies of which are available on request to the Club Secretary. For the convenience of club members, the relevant section of the Articles is reproduced in paragraphs 12.1- 12.7.

12.2 At each Annual General Meeting all existing Directors will retire but may be eligible for re-election in competition with any other nominations either from the Directors or the Members of the Company. At the meeting of Members pursuant on the establishment of the Company and at each Annual General meeting thereafter there will a mandatory election of Directors who will be designated as: Company President; Company Chairman; and one or more General Director(s).

12.3 In the case of an Annual General Meeting at which Directors retire, the President, Chairman and General Directors (excepting a General Director who is acting as Company Secretary) will retire first and the Presidentwill hand the Chair of the meeting to the Company Secretary. The Company Secretary will then Chair the election of the returning or new President who will then assume the Chair and the Company Secretary (if he is a General Director) will resign. Thereafter the President will Chair the elections for the positions of Chairman, and not less than one General Director(s). In the event that the Company Secretary or President should be unable due to absence or any other causes to fulfil these functions, with the approval of the Members present by a show of hands, an appointed General Director will assume the role of Company Secretary and the Chairman will assume the role of President.

12.4 On the advice of the Directors, the Company shall appoint additional General Directors or employ such persons (not as Directors) who will provide the required range of skills and the executive resources to meet the needs of the Company. Additional General Directors shall be appointed by election by the Members of the Company to serve in such capacities as are required or shall be co-opted as Directors by the Board of Directors as outlined in paragraph 12.5.

12.5 At each Annual General Meeting up to five additional General Directors as in paragraph 12.3 may be elected. Areas of responsibilities within the Company to be undertaken by the Board of Directors will be outlined in the papers supplied to Company Members according to the statutory notice period and procedures described in paragraph 12.7. A minimum of one Director will be elected (or as necessary) co-opted to represent each of senior rugby and youth rugby within the Club and equality and diversity principles will be adopted to reflect the composition of the club’s membership.

12.6 In addition to the annual elections outlined in paragraph 11.1 and 11.3, the Directors shall have power from time to time and at any time to appoint any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the maximum number fixed by or pursuant to the company’s Articles (a maximum number of 12). Any such appointments will be formally notified to Company members by electronic communication and/or via the Club’s website. Additionally, the Directors shall have powers to invite to Board meetings, but in a non-voting capacity, any persons who are employed by the Company or have knowledge or expertise to advise or assist the Company in the pursuance of its objectives.

12.7 The appointment or reappointment of a Director at any general meeting of the Company shall follow the following procedure.

(a) Not less than 14 days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting should be provided to the Company Secretary indicating the intention to propose the named person for appointment or reappointment as a Director.

(b) Not less than 7 days before the date appointed for holding a general meeting of the Company notice shall be posted in the clubhouse and otherwise notified to Company Members of any persons who have been nominated as candidates for election as Directors.

(c) In the event that there is more than one candidate for any given appointment a ballot will be held by show of hands or by poll.

13.0 BUSINESS AND CLUB OPERATIONS

13.1 Currie Rugby Football Club Ltd is responsible for all the business, legal and financial operations of the club and will discharge these responsibilities through its Board of Directors or others acting on their behalf.

13.2 The Board of Directors will also create or formally recognise standing committees or short-term committees of club members as are considered necessary or desirable for the efficient conduct of the club’s affairs and activities.