NOTICE IS HEREBY GIVEN that the Annual General Meeting of BRITISH DRESSAGE will be held at The Oak Tree, Stoneleigh Park, Kenilworth, Warwickshire on 17 September 2015 at 6.45 pm for the purpose of considering the matters set out below.
AGENDA
Special Business
The following two resolutions will be proposed as Special Resolutions:
- To amend the Articles of Association of British Dressage so that (i) the articles 2.1, 11, 12, 15.1.2 and 18 be removed and substituted with the articles tabled before the meeting and (ii) article 21 is deleted and the numbering of the remaining articles be adjusted accordingly.
- If special resolution 1 is not passed, to amend the Articles of Association of British Dressage so that the articles 2.1 and 21 be removed and substituted with the articles tabled before the meeting.
Ordinary Business
The following will be proposed as Ordinary Resolutions:
- To re-elect Rules and Fixtures Director.
- To elect Judges Director. Download a ballot paper
- To receive the Financial Statements of British Dressage for the year ended 31 December 2014 and the Directors’ and Auditors’ Reports thereon. Download the annual report
- To appoint KPMG as the auditors of British Dressage and to authorise the Board to fix their remuneration.
By order of the Board
Jason Brautigam
Chief Executive
Meriden Business Park
Copse Drive
Meriden
West Midlands, CV5 9RG
Company number: 3443026
Dated: 1 June 2015
Any member of British Dressage entitled to attend and vote at the meeting convened by this Notice is entitled to appoint a proxy to attend and vote in his or her place. A proxy need not be a member of British Dressage. The completed proxy form must be received at the registered office not later than 48 hours before the date and time that the meeting is due to commence. Proxy forms can be obtained by writing to the Chief Executive with a stamped addressed envelope.
Voting opens today (6 July) and all eligible members that we have a valid email address for should have received an email with their personal link to vote on-line. You can vote using a paper ballot by downloading a form and posting to Mi-Voice.
ANNUAL GENERAL MEETING (AGM) - EXPLANATORY NOTE
Introduction
British Dressage’s current articles of association (Articles) provide for 1/3 (one third) of the directors to retire at each AGM, meaning the directors are on a continual three year cycle.
The board of British Dressage would like the directors to be on a four year cycle, to correspond with the Olympic calendar. To achieve this, the board recommend that the Articles are amended under Special Resolution 1 (details provided below). In the event that Special Resolution 1 is not passed, a second special resolution (Special Resolution 2) is proposed which only amends the term of office of the international director (details provided below).
Special Resolution 1
This special resolution amends the Articles so that each director’s term of office is increased from 3 to 4 years. With the exception of the international director, these changes take effect from this AGM, which means all existing directors will remain in office for 3 years from the date of their appointment and only directors appointed after the AGM will hold office for 4 years.
As the board considers it important to avoid a change to the international director a year before the Olympics, it was decided that his change of term should take immediate effect. This means the international director will hold office for 4 years from the AGM he was appointed, meaning he will retire at next year’s AGM (after Rio).
In addition, the terms of office for the honorary roles of President and Vice-President are proposed to be amended to bring their terms of office in line with the Olympic calendar:
· President: The President’s term of office is proposed to be increased from 3 to 4 years. Like the directors (other than the international director), this will be effective after the current President has served the 3 year term he was initially appointed for.
· Vice-Presidents: A 4 year term of office is proposed to be introduced for the Vice Presidents. As the Vice Presidents did not have a fixed period of office under the Articles, this is proposed to be effective from this AGM. The current Vice Presidents will therefore hold their first term of office until the AGM in 2020.
Finally, to bring the President’s rights in line with the Vice-Presidents’, it is proposed that the President, by virtue of his appointment to that role, be given life membership.
Special Resolution 2
If Special Resolution 1 is not passed, Special Resolution 2 is an alternative special resolution to amend the Articles to extend the international director’s term of office only.
The amendments provide that the international director will be subject to a new 4 year term of office which will apply immediately, to ensure that the international director’s term of office corresponds with the Olympic calendar. As such, the current international director will be entitled to hold office until the AGM in 2016 (after Rio).
BY ORDER OF THE BOARD
Jason Brautigam
Chief Executive
Meriden Business Park
Copse Drive
Meriden
West Midlands, CV5 9RG
Company number: 3443026
Dated: 01 June 2015
If you would like a hard copy of the Documents, please contact Angela Green, PA to the Chief Executive at British Dressage on +44 (0) 24 7669 8844.
Important downloads
To download this notice of AGM - click here
To view the candidate profiles - click here
To download a ballot form - click here
If you require a form by post, please send a self-addressed stamped envelope to request one to: Angela Green, British Dressage, Building 2020, Copse Drive, Meriden Business Park, Meriden, West Midlands CV5 9RG.
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