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Special Resolution Dispute
During the 2002 AGM a member alleged that the Executive Committee had been acting illegally for a number of years by the fact that none of the notices of motion that had been passed at previous AGM’s had been registered with Companies house to change the Memorandum and Articles of Association. The member also alleged that the form of proxy that the committee was using was illegal and should give the members an opportunity to state which way they wanted their vote to be made.
The statements that the member made were completely new to the committee and this was the first time that any of the Executive Committee had heard about these allegations.
The Chairman of the AGM had no option but to adjourn the AGM while our solicitors were consulted and Companies house was contacted to find out what the problem was.
Companies house was contacted and the situation explained to them and they informed us that the Memorandum and Articles of Association had not been amended since they were first drawn up in 1943. They informed us that the original document could not be changed and would remain the same in perpetuity or until the club was wound up. They stated that the original document could have its articles amended by a notice of Special Resolution which must be passed at an AGM or an EGM. The Notices of Motion that had been passed over the years were not legally binding and were nothing more than local rules within the club which could be challenged if a member wanted to do so
Companies house also told the club that it was not operating illegally because the club was still operating under the original Memorandum of Association and the Articles of Association that had been drawn up in 1943.
When the club’s solicitors were asked about our situation they confirmed all that was received from Companies House. They also confirmed that the proxy form that was used by the club was quite legitimate and there was no necessity for any change to be made to the format.
They also recommended that we should go back through the years and find out which of the notices of motion that had been passed should have been passed on a Special Resolution. When this information was at hand the club should call an EGM to discuss the resolutions and the ones that were approved should be registered with companies house so that they became amendments to the original Memorandum and Articles of Association.
The Club Secretary Mr. W.S. Brown undertook to do the necessary research into this and write up the Special resolutions required. This was a mammoth task as the minutes of all AGMs back as far as 1943 had to be studied to find the notices of motion that had been passed at the various AGMs. Luckily, most of them had been included in the club rules book, which made the task a little easier.
When all of the resolutions had been researched and reviewed by the solicitors an AGM was arranged where the resolutions were put to the members for their approval.
An abridged copy of the minutes of this EGM is reproduced below:
MINUTES OF THE EXTRA-ORDINARY GENERAL MEETING OF MILFORD HAVEN GOLF CLUB HELD AT WOODBINE HOUSE ON THURSDAY 20th MARCH 2003.
The meeting had been called to consider the Special Resolutions No. 1-14 below.The resolutions were then read out and each voted on in turn.
SPECIAL RESOLUTION NO. 1.
Article 4 and Rule 18
This shall be amended to
Membership
Members shall consist of:
When voted on this was carried.
SPECIAL RESOLUTION NO.2.
Rule 26
This to be amended to
“Temporary members and temporary non-playing members may be permitted by the Committee at a reduced fee.”
When voted on this was carried.
SPECIAL RESOLUTION NO.3.
Article No.8 and Rule 34
This to be amended to
General Meeting.
A General Meeting shall be held at least once every calendar year, at such time not being later than 31st.December, and at such place as may be determined by the committee. In default of this a General meeting shall be held in the month of January of the following year and may be called by not less than five per cent. of all the members entitled to vote at such a meeting in the same manner or as nearly possible as that which meetings are convened by the committee.
The aforementioned meetings shall be called Ordinary General Meetings. All other General Meetings shall be called Extra-Ordinary General meetings.”
When voted on this was carried.
SPECIAL RESOLUTION NO. 4.
Article No. 9 and Rule 35
This to be amended to
“The committee may convene an Extra-Ordinary General Meeting whenever they think fit, and Extra-Ordinary General Meetings may be convened on the requisition of not less than ten per cent. of all the members entitled to vote at such a meeting.”
When voted on this was carried.
SPECIAL RESOLUTION NO 5.
Article No.17 and Rule 19
This to be amended to
“Ordinary Members, Ordinary Joint Members, Life Members, Honorary Members with Voting Rights, Five year Members are the only members entitled to vote at any Ordinary or Extra-Ordinary General Meeting. No other person is entitled to vote.”
When voted on this was carried.
SPECIAL RESOLUTION NO. 6.
RULE 40(New)
“The instrument appointing a proxy must be delivered to the Club Administration Office forty eight hours before the meeting.”
When voted on this was carried.
SPECIAL RESOLUTION NO.7.
Article No.21 and Rule 4
Amended to read:
“Officers
The Officers of the Club shall consist of a President, a Captain, a Vice-Captain, an Honorary Treasurer and a Secretary, each of whom shall be an ex-officio member of the Committee.”
When voted on this was carried.
SPECIAL RESOLUTION NO.8.
Article No.22 and Rule 5
Amended to read:
“The President, Captain, Honorary Treasurer and Vice Captain shall be entitled to hold office until the Ordinary General Meeting next following their appointment or last election, when they shall retire, and shall be eligible for re- election by the Club at such a meeting. The President shall not hold office for more than three consecutive years.”
When voted on this was carried.
SPECIAL RESOLUTION NO. 9.
Article No.24 and Rule 7
Amended to read:
“Committee.
The Committee shall consist of the Officers of the Club and nine ordinary members plus the previous year’s Captain who will serve one extra year. The Committee shall elect it’s own Chair annually.”
When voted on this was carried.
SPECIAL RESOLUTION NO.10.
Article No.27 and Rule 8
Amended such that the word two are replaced by the word three.
When voted on this was carried.
SPECIAL RESOLUTION NO. 11.
Article No.29 and Rule 9
Amended to read:
“Each candidate for election to the Committee, shall with their previous assent, be nominated in writing and signed by at least two Ordinary Members entitled to vote at the election. Such nominations shall be exhibited on the notice board for not less than 48 hours before the Ordinary General Meeting at which the election is to take place.”
When voted on this was carried.
SPECIAL RESOLUTION NO. 12.
Article No.33 and Rules 12, 13, 14
Amended to read:
“The Committee shall appoint the following sub-committees (1)a House Committee, (2) a Finance Committee, and (3) a Greens Committee. The Committee shall have the power to form such other sub-committees as it deems necessary for the efficient management of the club. The Captain shall be an ex-officio Member of each Sub-Committee and the Treasurer shall be an ex-officio Member of the Finance Committee. There shall be delegated to each Sub-Committee such powers as the Committee shall from time to time determine. Sub- Committees shall have the power to co-opt members of the club to assist them in their decisions.”
When voted on this was carried.
SPECIAL RESOLUTION NO.13.
Rule 33
Amended to read:
“ The Committee shall have the authority to take appropriate disciplinary action against any member guilty of conduct deemed to be to the detriment of the club. The disciplinary proceedings shall be conducted according to the accepted procedure as adopted by the Executive Committee.
The member shall have the right of appeal to the Executive Committee against any decision made by the Disciplinary Committee provided that the appeal is made in writing within 7 days of notice of the disciplinary action.
The appeal should normally be considered within 14 days of being received by the Secretary.”
When voted on this was carried.
SPECIAL RESOLUTION NO 14.
Article No.44 Rule 39
Amended to read:
“In the event of the Club ceasing to exist, and following the discharge of all debts and liabilities, and assets at the time of dissolution shall become the property of an appointed Representative Committee. No member shall obtain any assets from the club.
The Club may be wound up on a resolution of members, passed by a seventy five percent majority at a special meeting convened for the purpose upon the request of ten percent of members of the club entitled to vote at such a meeting. At least 21 days notice of the meeting shall have been sent to all the members of the club entitled to vote.
In the event of the passing of the resolution to wind up the Club, the members of the club shall appoint a Representative Committee empowered to distribute the assets, including cash and investments in hand, to clubs having similar objectives as their own.”
When voted on this was carried.
Mr. O. Picton then stated that he wished to thank the secretary for all the research and effort put in to the formulation of the resolutions.
The meeting then closed.
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