CPSA Articles of Association - details now published

[Salopian]

This will be the next thing that OUR Board will be foisting on us!

http://neurobonkers.com/2011/04/01/new-sport-for-2012-olympics-drone-pigeon-shooting/

 

[** Pending Removal **]

By the way.......has anyone heard yet what did actually happen at SanAntonioGate,??????

 

[RobertBeard]

Because of the poor performance of the current Board, I have proposed that they resign or are dismissed, and a new Board is elected by the membership after candidates have submitted applications that could be scrutinised by the membership and duly balloted and elected.

That, I am informed is not practical and illegal???????

Could someone explain why?

Unless they all go loopy and take your suggestion and resign they are under no obligation other than to stay in post until the next AGM when some of them are obliged to stand for re-election and at which point someone could stand against them and hopefully win and replace them.  This is legally the position under the current articles of association.

I think, from memory, that there is a clause whereby a director not attending board meetings for a period of time loses the right to remain a director unless the board have given him special leave of absence. 

 

[sarachambers]

My understanding is that under section 168 of the companies act 2006, the members may remove a director by ordinary resolution at a general meeting.

 

[RobertBeard]

My understanding is that under section 168 of the companies act 2006, the members may remove a director by ordinary resolution at a general meeting.

That's an interesting one - here's how to do it according to the institute of directors fact sheet:-

However, if the foregoing is not practicable then the director may be removed by the following procedure:

1. • 
     
     the member(s) wishing to remove a director must give “Special Notice” (Companies Act 2006 Section 168) to the company at least 28 days before the meeting at which the resolution is to be moved (Companies Act 2006 Section 312);
     
   • on receipt of the notice the company must send a copy of the resolution to the director concerned. A board meeting must also be called to convene a general meeting;
     
   • the director concerned is entitled to make written representations to the company and to request their notification to the members. The director may also speak at the meeting on the resolution concerning his/her removal;
     
   • the board may, if it so wishes, make representations to the members whether they are for, or against the resolution, or even if they are divided. However, the proposers of the resolution may only make representations at the general meeting. 
     

 

[sarachambers]

Yes, there has to be a special notice given for the ordinary resolution under s.168.

What's the point in removing them though... There's not exactly hoards of people wanting to take on the role of director!

 

[Hotshot100]

Yes, there has to be a special notice given for the ordinary resolution under s.168.

What's the point in removing them though... There's not exactly hoards of people wanting to take on the role of director!

That's the big issue. No one wants these jobs and if they do take them on usually wish they hadn't!!

 

[** Pending Removal **]

Yes Sara....quite right.

Robert you may be a little confused or your post might not read well. To clarify. A director is not voted for at an AGM. By the time an AGM happens, those wanting to be a director will have had an unopposed walk in.....or....if more than one candidate emerge....a ballot of the membership through Pull mag will have taken place. This is normally known by the end of November. The new director then formally takes over from the old one at the AGM.

We do not default to the Companies Act if we have a specific article in place.

Hope this helps.

 

[RobertBeard]

Quite so Nicola - I was being far too glib!

 

[NedFlanders]

The important ones to deal with are the articles that take away the current rights of the members.....lets look at them.

Firstly.........the vote to elect the Chairman and Vice Chairman....!

this vote is being taken off 'us' the members and is giving the vote to the board directors only.

Apparently it is being spun .....that we do not know enough about the Directors of the Board....to know who to vote for...!

But hang on.........we are the ones who vote for the directors....!

This I find is a very very strange thing to say because......'we' the membership 'elect' the directors.......so why does the CEO say in his notes....that we not know enough about them now.........??

It does not make sense.....

Oh......wait a minute....... :laugh: we must remember.......that at the moment.....the 'membership' have not elected any of the current directors..........ALL the current directors have 'walked on to the board unopposed'......!! Not one has gone through a ballot for their current 3 year tenure.....because no one else stood against them.....!

Ah.......so 'this' is the reason that they want to remove our right to elect our own National Chairman.....?

A decision taken by 'directors that have not been actually elected by the membership'......who want to take our vote away and have a closed shop, pass the parcel system.

If you were to explain this to any of your current employers peeps.......they would laugh.....and say you are having a laugh.....they would not believe that any one would vote for this article.....unless they were really....really....and I mean really 'stupid'.....!!

Nicola I haven't forgotten about these articles on the board composition etc. I just haven't reached that point in the articles yet, so I was asking questions as I came across them. The form on the CPSA web site allows you to save your progress and pick up where you left off later so I will get to those issues today probably, and yes I will comment on the fact  that these clauses remove the fundamental rights of the membership

 

[** Pending Removal **]

Glad you are filling it in Ned.

Berkshire committee has also rejected the problem items in the 2nd draft....so a letter will be winging its way to Region and HQ soon.

 

[Hotshot100]

I've just sat and filled in the on line form. Wasn't too bad to do really. I notice that they say that they will take on board well supported suggestions, however who is going to be able to see the replies other than the Board?

These replies should be analysed by an independent body with no interest in the sport or the outcome of the survey.

 

[RobertBeard]

I filled in the online suggestions and asked for a copy of my responses.  Needless to say I didn't get one which could have been so easy with an email address!  Also that means that nobody can compare notes.

 

[Salopian]

Sara, 

 A very good point about people wanting to be directors. But actually there are enough people from the various regions on this thread alone to do a better job than the present incumbents.

But alas when this has all washed through we will have the same old , same old. Nothing will change and we will be far worse off than the association has ever been. Interesting to note that no one has contacted me and gave an opinion as to who is the gangmaster on the Board.

 

[joe kitson]

peter ring me and i will tell you but keep it of here