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Election of Directors

Election of Directors

Postby Smouldering Stoat » Thu Mar 15, 2018 9:16 pm

A charity is incorporated as a company limited by guarantee and the articles provide for the Trustees to be elected by the members at the AGM:

. Nominations for election [...] and other Trustees shall be made at least 21 days before the Annual General Meeting. They shall be in writing, and supported by a seconder, and the nominee, proposer and seconder shall all have been members of [the charity] for at least 3 months.


The Directors have sent notice of the AGM in which they propose only to accept nominations that are made 42 days before the AGM rather than the 21 days specified in the Articles.

Is this legal? I submit not, because the Board are bound by the Articles to accept any nomination made at least 21 days before the AGM. If so, what remedy does any aggrieved member have?
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Re: Election of Directors

Postby atticus » Thu Mar 15, 2018 10:12 pm

I agree with your analysis.

Court action to challenge refusal to accept a valid nomination, possibly with an application for an injunction to prevent the meeting going ahead if valid nominations are not put forward.
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Re: Election of Directors

Postby Smouldering Stoat » Fri Mar 16, 2018 5:58 am

Thank you.
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Re: Election of Directors

Postby dls » Fri Mar 16, 2018 1:33 pm

The nominations should be made. If rejected, that is the time to object.
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