Soil Association Limited 66th Annual General Meeting 2012
Notice is hereby given that the Annual General Meeting of members of the Soil Association will be held at 2pm on Thursday 1 November at Rudolph Steiner House, 35 Park Road, London NW1 6XT
Notice is also given of the election of trustees (particulars of candidates are included)
Roger Mortlock, general secretary
15 August 2012
How to get there
Please visit the Rudolph Steiner House website for details of how to get there by tube and bus.
The meeting will take place in the Theatre, which has access for wheelchair users.
2.00pm Registration and coffee
*see ‘Notes to agenda items’
- The meeting will open with half a minute’s silence
- Appointment of the chairperson for the meeting
- Apologies for absence
- Minutes of the 65th AGM held on 16 November 2011
- Results of the election of trustees 2012*
- Resolution: To adopt the annual accounts for the year ending 31 March 2012 and treasurer’s report*
- Resolution: To re-appoint Baker Tilly, for the year 2012/13*
- Special Resolution: To amend the Memorandum and Articles of Association*
- Annual report on Soil Association matters for the past year
- Any other business
- Close of AGM
Notes to agenda items
Agenda item 5
Particulars of candidates are given on pages 33 to 35. Voting information is available on the ballot paper enclosed with Living Earth or at www.soilassociation.org/councilvote
Agenda item 6
A summary statement of financial activities and the treasurer’s report for the year to 31 March 2012 are detailed on pages 36 and 37. Full copies of the report and consolidated financial statements for the Soil Association Limited will be available for inspection at the AGM or may be obtained on request from the general secretary.
Agenda item 7
It is recommended that Baker Tilly be reappointed as the Soil Association auditors for 2012/13.
Agenda item 8
We want to make some small amendments to our Memorandum and Articles of Association this year to help with the smooth running of the Soil Association and allow us to co-opt expert help on to our council. To make these changes to our governing document, we want to:
- Increase the membership of the management committee, the small committee of council that oversees the day-to-day management of the staff team. The purpose is to bring specialist and professional skills onto the management committee on an ‘as needs’ basis for a limited period of one year at a time, with the option to renew if needed. We want to amend Clause 38 by inserting the words “At their discretion management committee may ask other trustees to become members of the committee, with full voting rights.”
- Increase the number of co-opted positions on council. This would give the trustees the option to call on people with specialist skills as the need arises. This would increase the total number of members of the council to twenty-one (21). Co-opted trustees have the right to vote but do not form part of the quorum which would remain at eight (8) elected members of council. To achieve this we want to amend Clauses 32 and 58 by changing the number three (3) to six (6).
- We want to delete the last sentence of Clause 69 which currently precludes members who only have an overseas address from receiving notices. We have had an overseas member’s category for many years; this stipulation is therefore out of date.
- The Charity Commission recommended changes to Clause 54 to preclude family members from nominating each other and joint members from nominating and seconding the same candidate.
The Charity Commission have been consulted and have no issue with these amendments. Changes to our Memorandum and Articles of Association have been made over the years since the Charity’s inception in 1946. A marked-up copy of the Memorandum and Articles of Association indicating all the changes is available from Angela Iliff at firstname.lastname@example.org or 0117 914 2439.
Agenda items 6, 7 and 8
If you are not attending the AGM in person you may vote on the resolutions in agenda items 6, 7 and 8 by proxy. Please use the form enclosed with Living Earth for this.
Summary minutes of the 65th AGM
Held on Wednesday 16 November 2011 at Armada House, Bristol