- Independent Directors will be ratified at an AGM as the independent chair is. So between 9 and 11 directors will be subject to election or ratification by members.
- Reserved Matters now are:
Seek approval of National Council, and/or refer direct to the voting members:
- any proposed change of corporate structure or legal status
- the establishment or winding up of subsidiaries
- any proposed changes to the categories and criteria of Members or the National Council
- any proposed change to the Articles
- any change of name or trading name
- any decision to change of registered office
- Consult and duly consider the view of National Council on and in respect of:
- setting a strategy for the organisational direction and vision of the Company
- any merger, transfer of undertaking or business acquisition
- resolutions to be proposed at General Meetings
- any change of Company branding
- any increase in subscription fees above inflation in accordance with RPI
I have another call this week with SE, and have a couple more tweaks I'm asking for, but don't want to set expectations until I have discussed with them.
There is a proposal to modify 1c as below:
All resolutions to be submitted to a General Meeting shall be delivered to the CEO in writing not less than forty five Clear Days before the date of the meeting and shall be signed by either:
a. not less than 1% of members as proposers of the Resolution
b. not less than Twenty Five Voting Members as proposers of the Resolution, subject to the resolution being reviewed through the Mediation Process
and failure to comply with these requirements shall render the resolution invalid.
The mediation process will need drafting but would, in principle, be:
a. Submit proposal to CEO
b. Attend a meeting with appropriate BMC representatives to agree a mutual resolution
c. Seek advice from an expert opinion or the services of a professional mediator.
d. If still not happy bring the resolution.