WCC Annual General Meeting

As a limited Company, the running of WCC is legally bound by a set of rules called the Articles of Association. The Articles of Association require that a meeting of all members is held each year. This is called the Annual General Meeting. There are prescribed rules as to how the AGM needs to be

conducted.

The AGM is considered to be a very important event in the WCC calendar and all members are strongly encouraged to attend. It provides an opportunity for all members to actively show their support by exercising their right to vote to influence the future effective running of the Club. It also provides information on, and the opportunity to comment on what has taken place over the previous year and any proposals for future developments. All members have the right to vote at the AGM.

Each year (in October), the WCC Annual General Meeting is held at the Clubhouse. The procedures of the meeting are bound by very formal rules which must be adhered to, but the atmosphere of the meeting is informal and relaxed. Due to the requirements of the formal rules, the procedures and terminology used, both before, and at the meeting can sometimes become a little confusing. This leaflet is designed to try to explain some of these terms and procedures so the AGM process will hopefully make a bit more sense!

If after reading the enclosed information, you have any further queries regarding the Annual General Meeting at WCC, the Secretary will be happy to advise.

Before The AGM

Letter of invitation:

8 weeks before the date of the meeting all members receive a letter inviting them to attend the AGM. This letter not only gives details of the meeting, but also invites nominations for the Board of Directors, submission of Motions and Amendments (see below) and deadlines by which these must be submitted.

Motions, Amendments & Resolutions:

Although the Board of Directors are authorised to make day to day decisions and establish or amend procedural requirements governing the running of the Club, some important decisions can only be taken if put to all the Club members to be decided by a vote. This type of decision is called a Resolution. When a Resolution is passed by the members vote, the Ltd Company is legally bound by it. There are 2 types of Resolution - An Ordinary Resolution which requires a simple majority vote for the Resolution to be carried and a Special Resolution which requires a majority of not less than 75% of members to vote in favour to be carried. The type of Resolution deemed fit for purpose is determined by the Board of Directors in line with current legislation and the Articles of Association of the Limited Company.

A Proposed Resolution, to be voted upon at an AGM is called a Motion. Any member may propose a Motion for consideration. All Motions must be in writing, seconded by another member and received by the Secretary 5 weeks before the date of the AGM. Received Motions are then posted on the Clubhouse notice board to allow consideration by members prior to the meeting. Additional copies of any Motions are also available from the Secretary, by request.

If after reading through a Motion, a member thinks some sort of change to the Motion should be put forward for consideration at the AGM, they must formally propose this change in writing, seconded by another member. This is called an Amendment. All Amendments must be submitted to the Secretary a minimum of 48 hours prior to the start time of the meeting. Amendments may only be slight proposed changes and may not substantially change the main point of the Motion.

Nomination for election to the Board of Directors:

The members of the Board of Directors are elected each year at the AGM. They then stay in office for 1 year, from the date of the AGM at which they were elected until the next AGM is held. In the run up to the AGM, nomination forms are posted on the Clubhouse notice board. Members may propose/second other members for nomination for a position on the Board of Directors. Any adult member, with their consent, can be nominated to be a member of the Board of Directors. In the event of more than one person being nominated for the same position, the elected member will be decided by poll at the AGM. All nominations must be made at least 1 week prior to the date of the AGM.

Attendance & Apologies:

Showing support for, and an interest in the workings of the Club, by attending the AGM is considered very important. Members attending the meeting need to formally register their attendance on arrival. Registration of attendance is normally open from 7.00pm and the meeting will normally formally start at 7.30pm.

All members are strongly urged to attend the Annual General Meeting. For members who are unable to attend, it is expected that apologies will be registered with the Secretary in advance of the meeting. Apologies may be given in person, in writing to the Clubhouse address, by phone

(07766 716414), email (Secretary@worsleycruisingclub.co.uk) or via another member

.

If you are unable to attend, but still wish to register your vote, you can make arrangements to vote ‘by proxy’. Further details of Proxy Notices are available from the Secretary.

The letter of invitation to the AGM advises members of the deadlines for receipt of Nominations, Motions, Amendments and Proxy Notices. Any received after the notified deadlines are void.

At The AGM

Agenda item 1: Welcome & Opening remarks

The Chairman will formally open the meeting. The meeting is chaired (initially, see later) by the current Chairman of WCC.

Agenda item 2: Apologies

Apologies received from members who are not able to attend the meeting will be acknowledged and formally recorded by the Secretary.

Agenda item 3: Minutes of last AGM

Copies of the minutes of the previous year’s AGM are made available at the meeting for members to read. It is then proposed, seconded and voted upon that these are a true & accurate record of the meeting. If any errors should be raised, these will be formally recorded in the minutes to ensure an accurate representation of the meeting is filed by the Board of Directors.

Agenda item 4: Matters arising

Any information/comments made relating to anything from the minutes of the last AGM are formally recorded.

Agenda item 5: Presentation/Adoption of Annual Chairman’s Report

The Chairman presents a report which summarises important events in the life of WCC Ltd which have occurred over the past year. This is then proposed, seconded and voted upon to indicate that the meeting has formally adopted the report. A copy of this report is signed by the Secretary, to endorse its acceptance by the meeting.

Agenda item 6: Commodore’s Report

The Commodore presents a report which summarises important events, relating to the Cruising Programme which have occurred over the past year. This is then proposed, seconded and voted upon to indicate that the meeting has formally adopted the report.

Agenda item 7: Presentation/Adoption of Accounts

Copies of the last years accounts are made available for all members at the meeting. The Treasurer will highlight some of the important points within the accounts and there will be an opportunity to ask questions for clarification if required. The accounts are then proposed, seconded and voted upon to indicate that they have been formally adopted by the meeting. A copy of the accounts is signed by the Secretary and Chairman, to endorse its acceptance by the meeting, in preparation for inclusion in the legally required Annual Return to Companies House.

Agenda item 8: Appointment of Accountant

Each year, the accounts are submitted by the Treasurer to the Appointed Accountant. The Appointed Accountant prepares the accounts in a format required for inclusion in the legally required Annual Return to Companies House. Each year at the AGM the meeting propose, second and vote upon who the Accountant will be for the coming year. Generally, the same Accountant will be appointed as for the previous year, but in some instances it is necessary to change Accountants. If any changes are required, this will be explained to the meeting by the Treasurer prior to voting.

Agenda item 9: Clubhouse Officers Report

The Clubhouse Officer presents a report which summarises the previous years activity, relating to WCC as a Licensed premise for the sale of alcohol. The report includes important events and summary of accounts relating to the Clubhouse and bar. This is then proposed, seconded and voted upon to indicate that the meeting has formally adopted the report.

Agenda item 10: Appointment of the Board of Directors

During this stage of the meeting, the current Board of Directors will resign and a new Board of Directors will be appointed to hold office for the next year.

> Election of Presiding Officer

The chairman invites nominations from the floor for the election of a Presiding Officer. The Presiding Officer is a person who will chair the meeting for this next section (as the current Chairman is about to resign, so cannot chair the meeting). Nominations are taken and a Presiding Officer proposed, seconded and formally elected by the meeting.

> Resignation of Board of Directors

The Presiding Officer will formally accept the resignation of the current Board of Directors.

> Election of Tellers

The Presiding Officer will ask for nominations from the floor for the appointment of two Tellers. These are then proposed, seconded and formally elected by the meeting. Tellers are people formally charged with the responsibility of the counting of any votes cast by the members.

> Election of the Board of Directors

Nominations for the new Board of Directors will have been made prior to the meeting. If there are any vacant positions, this will be raised and nominations invited for these positions. If only one nomination has been received for each position, the nominations will be proposed, seconded and voted upon ‘en bloc’. This means that the Board of Directors will be appointed, as nominated by one single vote of the members. If there is more than one person nominated for any one position, this will be decided by poll. The Tellers are responsible for conducting the poll. Following appointment of the new Board of Directors, the Presiding Officer steps down and hands over to the newly appointed Chairman to chair the remainder of the meeting.

Agenda item 11: Motions submitted for AGM

If any decisions are required to be made by a vote by members, Motions outlining these will have been submitted to the meeting in advance (see previous section). Members will have had the opportunity to read and consider these Motions prior to the meeting. Each Motion (and any Amendments received) will be presented to the meeting, and there is the opportunity for discussion and to ask questions for clarification of any points. The Motion will then be voted upon by the members. If the Motion is an Ordinary Resolution it will require a simple majority to vote in favour for the Motion to be adopted as a Resolution, but if the Motion is a Special Resolution it will require a majority of not less than 75% of members to vote in favour for it to be adopted. If the Resolution is adopted, this means that WCC Ltd will be legally bound by this decision.

Agenda item 12: Close of Business

This marks the formal close of the AGM and the time is recorded in the minutes of the meeting.

NB: The format required for the AGM does not allow for Any Other Business to be included on the agenda. This means that any other points raised may not be formally considered as part of the AGM.