MOTION 1 : Change to Article 25 b)

 

1. That the 1st sentence of Article 25 b) be amended to reduce the quorum for a Board meeting from six members to five members;

2. That the 2nd sentence be amended to read “If a quorum is not present, the meeting shall be adjourned to a time and place to be determined by the chairman of the meeting, or by those present in the absence of the chairman.”;

3 That a 3rd sentence be added reading “Once a quorum has been established, if it is lost, the Chairman may, after an adjournment, decide to continue the meeting.”

 

REASONS

Article 25 b) currently reads-

“The quorum for the Board meeting shall be six members, 1 of whom must be the chairman or vice-chairman or the chairman’s delegated representative. If a quorum is not present, or if at any time during a meeting there is not a quorum present, the meeting shall be adjourned to a time and place to be determined by the chairman of the meeting, or by those present in the absence of the chairman.”

The first proposal is to delete ‘six’ and insert ‘five.’

It is sometimes proving difficult to ensure that six Board members can attend for the whole of Board meetings, even using “electronic means” as envisaged in article 25 (d). Consideration has been given to reducing the quorum to four board members but, on balance, the Board feels that it would prefer not to increase the prospect that a significant number of decisions would have to be passed by the Chairman’s second or casting vote under article 25 (e) and so the proposal is simply to reduce to five.

The Board considers that it would be desirable to delete the requirement that a quorum must be present throughout Board Meetings and instead adopt the same procedure that applies at General Meetings, namely that once a quorum has been established, if it is lost the Chairman may, after an adjournment, decide to continue the meeting. The decision whether or not to continue is at the Chairman’s discretion. He will consider whether it is appropriate in all the circumstances, including, for example, whether the decision is important or controversial and the desirability of such a decision being taken by a small number of Board members. This change will also add desirable flexibility.

For those reasons, the Board supports this proposal.

Proposed by:  Tim Hardy, Chairman. Membership No 029407
Seconded by:  David Mole, Company Secretary and Vice Chairman. Membership No 037969