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Amendments to Articles

Amendments to Articles

Postby Smouldering Stoat » Wed Mar 11, 2015 8:26 pm

A charity is incorporated as a Company Limited by Guarantee. It holds a a special general meeting in order to make certain amendments to its Articles of Association, including increasing the number of officers by having a second Vice-Chairman (who would be a Trustee ex-officio). Having done so, the meeting proceeded to elect someone to fill the office so created.

The minutes of this meeting make no mention of a special resolution having been passed. As a Company can only amend its Articles by passing a special resolution, does this mean that the amendment has not properly been made? If so, where does this leave the second Vice Chairman?
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Re: Amendments to Articles

Postby atticus » Wed Mar 11, 2015 8:51 pm

In a difficult position.

Was there a sufficient vote? Possibly the minutes can be corrected.

Alternatively, can a further meeting be summoned to ratify this decision?

Has the amendment to the Articles been filed with Companies House? In order to do so, the resolution for the amendment must be provided.
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Re: Amendments to Articles

Postby Smouldering Stoat » Wed Mar 11, 2015 9:26 pm

The resolution filed with Companies House is just a copy of the minutes of the Special General Meeting, which do not refer to a special resolution having been passed, and merely refer in general terms to the amendments to the Articles which were, apparently, passed.

The Company will hold its AGM shortly at which it will again appoint (or purport to appoint) two Vice-Chairmen.
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Re: Amendments to Articles

Postby dls » Thu Mar 12, 2015 6:48 am

Either they achieve the requirements for a special resolution or they do not. If tey do not then no special resolution was passed.

On the other hand, there is no significance to any status of Vice chair (or even chair), save to the extent that any tasks are reserved to such by the articles.

The company can appoint someone to its board/committee and call them whatever they want (lord high executioner and his deputy)
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Re: Amendments to Articles

Postby Smouldering Stoat » Thu Mar 12, 2015 8:26 am

The Vice-Chair is a Trustee ex-officio and hasn't been elected to the Board by some other means.
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Re: Amendments to Articles

Postby atticus » Thu Mar 12, 2015 8:34 am

In the meantime, do the Articles contain any provision about co-opting directors or trustees?
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Re: Amendments to Articles

Postby Smouldering Stoat » Thu Mar 12, 2015 8:56 am

I don't want him on the Board. He's an arse. He's also the author of this amendment and its which have rendered the Articles a complete dogs breakfast.
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