Rewriting the Articles of Association had been a long running and time-consuming project for the charity’s directors. As far back as 2019, it was felt that the Articles needed updating to better reflect the needs of the charity and incorporate current views of good practices. A first draft was submitted to members at the AGM in 2019 but was taken away for further consideration with the intention of re-submitting a document at the 2020 AGM. Of course, a lot happened in 2020 to throw this plan off track. Directors took the opportunity to put in place some underpinning procedures for good governance including a register of interests, a process for declaration of interests and a code of conduct. A revision of the Articles was undertaken by director Fi Chisholm with guidance from Roger Guy and close reference to the model articles produced by SCVO (The Scottish Council for Voluntary Organisations). This draft document was worked on by the board collectively with interim summaries produced by the secretary, Mike Trant, in order to produce a final version. We are indebted to David Link of Third Sector First and Roger Guy for their time in scrutinising what we hope is a final document. We recognise that not all members will be interested in giving close attention to this lengthy legal document so we have provided a summary of the major changes below. The full document is available on request from the kennels in hard copy or electronically. You can also obtain a copy of the old Articles which this document replaces. You can request these documents by post or by email to email@example.com.
The directors will be recommending the adoption of the revised Articles at the 2021 AGM. This is scheduled for the 21st September but we do not yet know how the meeting will be conducted given all the uncertainties around the virus. We are hoping that we will be able to have an “in person” event but we may have to convene a virtual meeting. If you have any questions or issues to raise in connection with the revised Articles, please identify these in writing in advance of the meeting and send them to Mike Trant, D&G Canine Rescue Centre, Glencaple, Dumfries DG1 4RH.
Summary of changes
1. Updated references to current relevant legislation, reference to introduced documents of Code of Conduct, Disclosure of Interests & Financial Memorandum.
2. Notice period for a general meeting changed to 14 days. Allowance made for electronic means of communication including the website for notification.
3. Updated to allow for virtual meetings where necessary.
4. Amended that the chairperson of a general meeting does not have a casting vote and that, in the event of an equality of votes, the status quo pertains.
5. Introduced provision for proxy voting, with proxies being included in the count of eligible individuals present when counting for the quorum. NB – proxy voting a statutory requirement for Companies Limited by Guarantee like our charity.
6. Introduced new provision for the quorum at a meeting to be the number of eligible members actually present, but that this provision shall cease to apply if the number of eligible members present falls below 10.
7. Clarified the circumstances in which a member of the board may be removed from office and/or position as office bearer be terminated.
8. Clarified the definition of relative or connected person in line with the Income & Corporation Tax Act 2010