Notice of a General Meeting on 23 September
Dear Society Member
During the Covid-19 pandemic the Government created temporary legislation which permitted organisations such as ours to hold their AGMs remotely by Zoom and similar internet facilities. This legislation in now no longer in force, and therefore if the Society wishes to continue to hold its meetings via the internet it is necessary to amend our Articles of Association. The resolution below will give effect to this amendment. The date and timeof this meeting has been chosen to coincide with the conclusion of a Society choir rehearsal, so as to give the Society's members the maximum opportunity to participate in this decision.
CHESTER MUSIC SOCIETY
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a general meeting of the above named Company will be held at Wesley Methodist Church, St John Street, Chester on Thursday 23 September 2021 at 9.00pm for the purpose of considering and, if thought fit, passing the following resolutions, which will be proposed as special resolutions:
SPECIAL RESOLUTIONS
That the Articles of Association be and are hereby amended as follows:
-
By the inclusion of the following Articles as new Articles numbered as set out below:
7. A general meeting may be held at more than one place if:
7 (1) the notice convening the meeting specifies that it shall be held at more than one place; or
7 (2) the board resolves, after the notice convening the meeting has been given, that the meeting shall be held at more than one place; or
7 (3) it appears to the chairman of the meeting that the place of the meeting specified in the notice convening the meeting is inadequate to accommodate all the persons entitled and wishing to attend.
8. A general meeting held at more than one place is duly constituted and its proceedings are valid if (in addition to the other provisions of these articles relating to general meetings being satisfied) the chairman of the meeting is satisfied that facilities (whether electronic or otherwise) are available to enable each person present at each place to participate in the business of the meeting.
9. Each person present at each place who would be entitled to count towards the quorum in accordance with the provisions of article 16 shall be counted in the quorum for, and shall be entitled to vote at, the meeting.
10. The meeting is deemed to take place at the place at which the chairman is present.
11. A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
12. A person is able to exercise the right to vote at a general meeting when:
12 (1) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
12 (2) that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
13. The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
14. In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
15. Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
-
By renumbering existing Articles 7 to 61, 16 to 76 in consequence of the inclusion of new Articles set out in resolution number 1 above.
BY ORDER OF THE BOARD
David Woods
Director
Date: 27 August 2021
Registered office:
UHY Hacker Young
St Johns Chambers
Love Street
Chester
Cheshire
CH1 1QN
NOTES:
A member of the Company entitled to attend and vote at the meeting convened by this notice is entitled to appoint a proxy to exercise any of his or her rights to attend, speak and vote at that meeting on his or her behalf. A proxy need not be a member of the Company. A proxy may only be appointed using the procedures set out in these notes and the downloaded proxy form. To appoint a proxy, a member must CLICK HERE to download the proxy form; complete, sign and date the form and send it by post or email to the address on the form by 9.00pm on 21 September 2021.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be enclosed with the proxy form.
In order to revoke a proxy appointment, a member must sign and date a notice clearly stating his intention to revoke his proxy appointment, and deposit it at the address shown on the proxy form by 9.00pm on 21 September 2021.