AGM 2020

The RSGB Board have announced changes to the Annual General Meeting 2020:

“In response to the government’s latest Covid-19 recommendations the RSGB Board has changed the arrangements for the Society’s AGM on 25 April 2020. The physical meeting in Birmingham will not take place and the information which would have been made available at the AGM will now be made available online …”

Please read the full statement for details

 

Notice is hereby given that the 93rd Annual General Meeting of the Radio Society of Great Britain will be held on Saturday, 25 April 2020 at the Jurys Inn Hotel, 245 Broad Street, Birmingham B1 2HQ commencing at 12 noon for the transaction of the undermentioned business

NOTE:
An unusual situation has arisen this year with the incumbent Company Secretary seeking election as a Board Director. Under these circumstances the Company Secretary will not be administering the election processes. Stephen Purser, GW4SHF kindly agreed to independently manage the election process this year. The Board sincerely thanks Stephen for undertaking this work.

1. Resolution 1

To receive and, if approved, confirm the Minutes of the 92nd Annual General Meeting (3-page/140KB PDF) held on 27 April 2019 at the Jurys Inn Hotel, Birmingham and circulated to Members in the April 2020 RadCom

2. Accounts

To receive and consider the accounts for the period 1 January 2019 to 31 December 2019 and the reports of the Board and the Auditor available online from 1 April 2020 at rsgb.org/agm2020

3. Resolution 2

To appoint Auditors Sayer Vincent and to authorise the Board to fix their remuneration

4. Resolution 3

To endorse Dr Stewart Bryant, G3YSX as a Nominated Director

5. Resolution 4

To elect two Directors—the candidates are Andy Mace, M0MUX; Len John Paget, GM0ONX; John Louis Spurgeon, G4LKD; and Philip Willis, M0PHI as Directors of the RSGB to serve on the Board

6. Special Resolution 5

To amend Article 32 the Article of Association as follows:

32. Board Directors

Unless otherwise stated at the date of appointment, elected and nominated Directors shall initially hold office for a term of three years. Elected Directors may serve two consecutive Terms but retire from the Board at the end of their second consecutive term for a minimum period of one year. Retiring Directors may seek election or be nominated after the period of one year for a similar period as a new Board member or President.

Nominated Directors shall normally serve up to one three-year term after which they may seek election (subject to term limits).

Retiring Directors may be co-opted under Article 37, by decision of the Board. Co-opted members, appointed under Article 37, shall retire at the Annual General Meeting after co-option, after which they may, (subject to term limits), stand for election or nomination.

Directors who have completed two consecutive three-year terms may be co-opted to the Board to fill any vacancy which may arise between AGMs and are not barred from holding office.

In exceptional circumstances, to fulfil a specific need, the Board may vary the above arrangements. Due notice will be published via RadCom.

7. Special Resolution 6

To amend Article 33c of the Articles of Association:

33c Nominations Committee

The Chair of the Nominations Committee shall be a suitably experienced independent Corporate Member of the RSGB (not a Volunteer Leadership Team Member) appointed by the Board.

The Nominations Committee shall additionally comprise one elected Director, one nominated Director (one of whom shall be the Chairman of the Board), and two members from the Volunteer Leadership Team, [one of whom shall be a Regional Representative and one of whom shall be from the rest of the Volunteer Leadership Team but not a Board member].The Nominations Committee shall regularly consider and identify suitable candidates for appointment as nominated Directors or other volunteer positions. The Committee shall maintain a confidential list of possible candidates and their curricula vitae in order to match candidates’ experience and expertise to the needs of the RSGB. The Committee shall submit to the Board those candidates proposed to be endorsed as Nominated Directors by the membership at an AGM.

8. Special Resolution 7

To amend Article 37 of the Articles of Association:

37 Short-term Board vacancies

The Board may appoint any Member who is willing to act as Director, either to fill a vacancy or as an additional Board Member, provided that the appointment does not cause the number of Board Members to exceed any number fixed by or in accordance with these Articles or Bylaws.

Directors who have completed two consecutive three-year terms may be co-opted to the Board and are not barred from holding office.

Any member co-opted to the Board must retire at the AGM following co-option or seek election or nomination.

The RSGB Annual Report and Financial Statements will be available on the RSGB website from 1 April 2020. They can be found at rsgb.org/agm2020. Paper copies will be available at the AGM. As usual, the accounts will be audited and will be filed on public record at Companies House. As mentioned in the January 2019 RadCom, the Society has decided to dispense with publishing its Report and Financial Statements in RadCom.

By order of the Board
Stephen Purser, GW4SHF – 2020 Elections Officer (Resolutions 3 & 4)
Leonard Paget GM0ONX – Company Secretary (all other matters)

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Explanatory Note

Explanatory Note 1 (item 4)

The Articles require that Nominated Directors are endorsed by the Membership in a secret ballot on or before the AGM [Article 33c]. Dr Stewart Bryant was recommended to the Board as a Nominated Director by the Nominations Committee in February 2020. The Board accepted the recommendation at their meeting of 15 February 2020 and Dr Stewart Bryant is offered for endorsement in accordance with the Articles.

Explanatory Note 2 (item 6, 7 and 8)

The Board recommends the AGM to vote in favour of these Special Resolutions. At the 2019 AGM the wording of this resolution was changed to give clarity to the minimum length of time an Elected Director or Nominated Directors must stand down before seeking re-election or being recommended by the Board as a Nominated Director. The unexpected resignation of three Directors within a short period of time showed the shortcomings in the current wording of the Articles as it could have been interpreted as also applying to Directors co-opted to fill short-term vacancies. Co-opted Directors may only serve until the next AGM after which they must stand down, seek election or be recommended by the Board to stand as a Nominated Director.

The revised wording to the Articles does not change the requirement for Elected and Nominated Directors to have a one-year break after their second term of office but allows the flexibility under Article 37 Directors with less than a one-year break to be co-opted to a short-term vacancy until the next AGM.