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EXTRAORDINARY GENERAL MEETING

EXTRAORDINARY GENERAL MEETING

Minutes of the Meeting

held at 259 London Road, Leicester

on Saturday, 2nd September at 10 am

In the Chair Mr. Doug French - President
   
Present Mr. Barry Lewis - Chair of Council
  Mr. Bill Richardson mbe - Secretary
  Mr. Michael Fox – Treasurer
 
Mr. Martin Bailey
Mr. Peter Bailey
Mr. Keith Cadman
Prof. Alan Camina
Mrs. Alison Clark-Wilson
Mrs. Barbara Cullingworth
Dr. A E L Davis
Dr. Paul Harris
Mrs. Jane Imrie
Ms. Mary Ledwick
Mr Nick Lord
Mr. Paul Metcalf
Mrs. Sue Singer
Mrs. Ruth Swinton
 
Minuting Secretary Ms Marcia Murray - Senior Administrator
 

06/01 Welcome and opening remarks by the President, Mr Doug French

Doug French opened the meeting at 10 am by thanking all those present for attending, noting that it would have meant an early start for most.

Bill Richardson asked the meeting to accept the proposal that all motions passed at today's meeting were to be carried, subject to the solicitors' confirmation that the changes were legally correct. Barry Lewis seconded the proposal. The proposal was carried nem. con .

At this point A E L Davies asked whether there is, or should be, a special rule to allow changes to the Rules when the need arises. Bill Richardson agreed to ask the solicitors' to ask if it can be included.

 

06/02 Confirmation of Council's recommendations for the Memorandum of The Mathematical Association

Page 1  
1. Name - accepted
2. Registered Office - accepted
3. Objects - accepted
4. Powers – up to 4.6.1 accepted
 
Page 2  
4. Powers continued – 4.6.2 - accepted
4.6.3 – the members requested that the solicitors be asked for confirmation that "held in the name of a nominee" does not mean a named individual.
4.7 to 4.14 – accepted
   
Page 3  
4. Powers continued – 4.15 to 4.19 accepted
5. Distribution of assets
5.1.4 (a) Members identified a typing error, "sub-clause 5.3 of this clause", should be "sub-clause 5.2.3 …"
5.2 – accepted
   
Page 4  
5. Distribution of assets continued – 5.2.1 to 5.3.4 accepted
   
Page 5  
5. Distribution of assets continued – 5.4 accepted
6. Limited Liability - accepted
7. Guarantee – Members requested confirmation from the solicitors that the use of the word "member" also meant institution as well as personal.
8. Dissolution - accepted
9. Interpretation - accepted
   

06/03 Confirmation of Council's recommendations for the Articles of The Mathematical Association

Page 1  
Interpretation
It was noted that as the list was in alphabetical order, then "Board" should come after "Association" rather than where it was in the list, i.e. after "Director".

   
Page 2  
Interpretation continued

Life Member It was confirmed by Bill Richardson that the current list of Life Members would not have any more members added to it, as Life membership was no longer offered by the Association.

A E L Davies proposed that an additional heading of "Special Resolution" be included in order to define the meaning. This proposal was seconded by Jane Imrie and carried nem . con .

 
Page 3  
2. Membership - accepted
3. Membership Subscriptions - accepted
   
Page 4  
4. Classes of Membership - accepted
5. General Meetings - accepted
6. Notice of General Meetings - accepted
   
Page 5  
6. Notice of General Meetings continued - accepted
7. Proceedings at General Meetings
  7.1 There was considerable discussion about the number of members required to allow an AGM or EGM to be quorate. It was agreed that thirty-five for the AGM was acceptable. However, members felt strongly that this was too high for an EGM and their preference was for much fewer. Bill Richardson proposed fifteen, Peter Bailey seconded, the vote carried with nine in favour and three abstentions.
   
  7.2 Those present expressed concern that, given the wide geographical location of the membership base, the reconvening of a meeting at a later date if the quorum is not present, might pose a problem. It was agreed to ask the solicitors to adapt 7.2 to allow a meeting to be reconvened later on the same day.
In addition, some members felt the time of half-an-hour from the set start time was too short. Paul Metcalf proposed a one-hour delay, Peter Bailey seconded, the vote carried with seventeen in favour and one abstention.
   
Page 6  
7. Proceedingsat General Meetings (7.7 – 7.15) - no changes.
   
Page 7  
8. Number of Directors - accepted
9. Appointment and retirement of Directors
  9.1 Members asked for clarification of the terminology "natural person". It was confirmed that this phrase referred to a personal member rather than an institutional member
     
  9.4 Members were not satisfied with this article and considered it to be overly complex. Their preference was for the original rule covering the election and re-election of Directors (officers), to be retained, subject to a slight adjustment as below: -

9.4 The election of Directors shall take place at each Annual General Meeting of the Association as follows: -

9.4.1 Directors shall be elected annually; and

9.4.2 a retiring Director may stand for re-election;

9.4.3 the length of service shall be as stipulated in the Association Rules.

Page 8  
10. Disqualification and removal of Directors - accepted
11. Directors' expenses - accepted
12. Directors' interests – accepted
   
Page 9  
13. Proceedings of Directors – accepted, however discussion took place about how many directors were required to be present to be quorate (13.5). It was agreed that eight was acceptable.
   
Page 10  
14. Powers of the Board (started on page 9)
  14.3.1 Members queried the use of the word "service" in the last sentence. It was agreed that this should be "serve".
15. Minutes
  15.1 Members were unsure of the use of the word "officers", and therefore the meaning of this article sub-clause.
16. Accounts – no change.
17. Annual Report and Return and Register of Charities – no change.
   
Page 11  
18. Notices
  18.1 The word "members" in the first sentence had a capital M , whilst elsewhere in the document it was lower case. Members requested that continuity throughout the document be adhered to.
     
  18.1.2 Members were uncertain about whether a period of 48 hours after posting a notice, was sufficient. After deliberation, Paul Metcalf proposed three working days, seconded by Ruth Swinton, and carried nem . con .
     
  18.1.3 Members were uncertain about whether a period of 24 hours after faxing a notice, was sufficient. After deliberation, Paul Metcalf proposed three working days, seconded by Ruth Swinton, and carried nem . con .
     
  18.1.4 Members were uncertain about whether a period of 24 hours after emailing a notice, was sufficient. After deliberation, Paul Metcalf proposed three working days, seconded by Ruth Swinton, and carried nem. con .
     
  18.1.5 Members thought that the word "by" had been omitted from the start of the sentence.
19. Dissolution – no change
 
Page 12  
20. Indemnity – no change.
21. Rules
  21. 2.1

Members thought that the words "member of " in the first sentence, should be changed to read "members to".

 

Bill Richardson proposed that the Memorandum and Articles be accepted by the members present on behalf of all members, subject to the amendments being approved by the solicitors. This was seconded by Michael Fox and carried nem. com .

Doug French thanked Bill Richardson for his hard work, observing that many hours must have gone into the research and preparation of the documents. The members showed their appreciation with applause.

The meeting closed at 11.20 am.

N.B.

After the conclusion of the meeting A E L Davies queried whether 6.3.c and 6.7 of the Association's existing Rules, were made obsolete by Articles 12 and 20 respectively. The question was agreed to be followed up and responded to by Bill Richardson.

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