Extraordinary General Meeting 2016 Outcome
Background
Sir Jeremy as Chair of UNA-UK has written to all members in the latest edition of 'New World' to communicate the outcome of the Extraordinary General Meeting (EGM) held on 28 April 2016. A copy of the letter is available here.
Members were asked to vote on a proposal to empower the Board to take full responsibility for the governance of UNA-UK. The proposal entailed amending UNA-UK’s Articles so that only Trustees have voting rights at Annual General Meetings, with members of the Association continuing to play a crucial role in UNA-UK's policy, campaigning and outreach work.
Nearly a quarter of UNA-UK members took part in this process, with 20% of all members voting in favour of the Board’s proposal – meeting the required 75% threshold on the day – and some 4% presenting firmly-expressed opposition.
The Trustees have listened carefully to the arguments made during the process, which focussed on the need to maintain and increase grassroots involvement in the work of the Association. The draft strategic plan will be updated to reflect these views, and the Board will now begin the process of strengthening its composition to ensure that UNA-UK has the skills, expertise and experience necessary to ensure that we make as much progress on financial sustainability as we have on increasing our policy impact, profile and reach.
The draft strategic plan is available for review at www.una.org.uk/plan2016, along with an online feedback form. Members are encouraged to participate in this consultation process and to have their say in the direction of the organisation over the coming years.
The draft plan, to be adopted by the Board in late June, seeks to return UNA-UK to its original mission: making the case for the UN in the UK. UNA-UK will push for an active UK foreign policy that sees this country driving change at the UN, championing UN values, supporting UN programmes and serving as an example to others. The organisation will also seek to build public awareness of, and capacity to act on, global issues, including by strengthening its network of members and local UNAs across the country.
The EGM
At the EGM the Chairman explained that it was proposed that a class of Voting Members would be established with all of the entitlements of the current class of members of the Company and that the current directors of the Company would subsequently join the class of Voting Members.
The Chairman also explained that it was proposed that the remaining members would hereafter be known as Ordinary Members of the Company and would no longer have the following entitlements:
a) the right to receive notice of or attend general meetings (including the annual general meeting) of the Company;
b) the right to vote or appoint a proxy to vote at general meetings of the Company; and
c) the right to vote by means of written resolution of the Company.
The Chairman explained that a Voting Members Class Meeting and an Ordinary Members Class Meeting had been called as the Articles required that in order for the Company to vary the rights attaching to a class of membership, a special resolution must be passed from members of that class agreeing to the variation.
The Chairman finally explained that these changes would be effected by way of a special resolution to amend the Articles.
Resolutions
Having received the minimum 75% of votes required from those present and by proxy at both the Voting Members Class Meeting and the Ordinary Members Class Meetings during the EGM, the Chairman declared that the consent from members of each class had been received and the following resolutions were passed as Special Resolutions:
Special Resolution 1) That the articles of association appended here to be adopted as the articles of association of the Company in substitution for, and to the exclusion of the existing Articles;
Click here to see the results of the EGM vote
Special Resolution 2) That the following members of the Company be re-designated as Voting Members having the rights and being subject to the restrictions as set out in the articles of association adopted pursuant to resolution (1) and that the register of members of the Company be amended to reflect that re-designation:
- Sir Jeremy Greenstock
- Gari Donn
- Dali Ten Hove
- Patricia Irvine
- Tim Jarman
- Enid Lodge
- Kishan Manocha
- Marc Pollentine
- Elizabeth Richards
- Natalie Samarasinghe
- Naima Siddiqi
- Viv Williams
Click here to see the results of the EGM vote
Special Resolution 3) That those members other than those listed in resolution (2) above shall be re-designated as Ordinary Members having the rights and being subject to the restrictions as set out in the articles of association adopted pursuant to resolution (1) and that the register of members of the Company be amended to reflect that re-designation.