Notice of AGM and Agenda 2018
Notice is hereby given that the Eighth Annual General Meeting of the Club will be held at The New Club House, Ross Road, Ledbury, Herefordshire, HR8 2LP, on Tuesday 17 July 2018 at 7.00pm
the business of which will be:
1. To read and approve the minutes of the Seventh Annual General Meeting of the Club held on 20 July and 26 October 2017.
2. To receive from the Board a report of the activities of the Club.
3. As separate resolutions (following the intended retirement on the date of the meeting convened by this Notice of Richard Mason as President, Wynne Rogers as Chairman, and Roger Bateson as Vice-Chairman) to appoint:
3.1 Amanda Anne Smith as President of the Club;
3.2 Roger Bateson as Chairman of the Club; and
3.3 Julian Cotton as Vice-Chairman of the Club.
4. As separate resolutions:
4.1 To re-elect as a Director of the Club Justin Emery;
4.2 To re-elect as a Director of the Club Roger Bateson;
4.3 To re-elect as a Director of the Club Richard Mason;
4.4 To elect as a Director of the Club John David Wilesmith;
4.5 To elect as a Director of the Club Amanda Anne Smith.
The Annual General Meeting will adjourn after item 4 has been concluded to facilitate the holding of the Rugby Club Playing Section Annual General Meeting at which team captains and other such posts will be addressed. Upon conclusion of this business the Annual General Meeting will then reconvene upon Thursday 18 October 2018 at 7.00pm when the next following business will be transacted:
5. Report to the Annual General Meeting the business transacted at the Rugby Club Playing Section Annual General Meeting.
6. To receive and consider the report of the directors and the statement of accounts and the balance sheet of the Club for the financial period ending 30 June 2018 with the accountant’s report thereon.
7. To re-appoint Crowthers Accountants Limited as accountant to the Club to hold office until the conclusion of the next General Meeting at which accounts are laid before the Club.
8. To authorise the directors to determine the remuneration of the accountants.
9. To transact such other business as may be brought before the meeting.
Dated the 31 day of May 2018
By order of the Board
Registered Office: New Club House, Ross Road, Ledbury, Herefordshire, HR8 2LP
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and on a poll vote in his/her place. A proxy need not be a member of the Company, the form of proxy shall be as provided by articles 35 or 36 of the articles of association of the Company. The proxy must be received at the registered office of the Company not less than 48 hours before the time specified for the meeting.
2. Any member entitled to attend and vote at the meeting in accordance with the Company’s articles of association may nominate another member to be President, Chairman, Vice-Chairman, Secretary or an Elected Director in conformity with article 51 of the articles of association provided that the form prescribed by the Board is utilised and that the same is delivered to the Company Secretary not less than 24 clear days before the date prescribed for the annual general meeting.
3. Any member entitled to attend and vote at the meeting wishing to bring business other than that specified in note 2 above before the meeting must do so in writing to the Company Secretary not less than 48 hours before the time specified for the meeting to begin.
Registered Office: New Club House, Ross Road, Ledbury, Herefordshire, HR8 2LP
EXPLANATORY NOTES TO THE 2018 NOTICE OF ANNUAL GENERAL MEETING FOR
LEDBURY RUGBY FOOTBALL CLUB LIMITED
(the ‘Company’ or the ‘Club’)
The Notice of Annual General Meeting dated 24 May 2018 (‘Notice’) published on the Club’s website sets out the resolutions to be proposed at the Annual General Meeting and these explanatory notes seek to explain their terms more fully to assist consideration and determination of the resolutions set out in the Notice.
Resolution 1: Approve the Minutes of the Seventh Annual General Meeting held on 20 July and following adjournment, 26 October 2017
The minutes are and have been available for review on the website and summarise the matters discussed last year.
Resolution 2: To receive from the board (‘Board’) a Report on the activities of the Club
It is customary for the Club Chairman to report to members upon the progress of the Club over the previous twelve months in relation to both on and off the field activities. The current Vice-Chairman, Roger Bateson, and Chairman, Wynne Rogers, will present that report to members.
Resolution 3: Appointment of President, Chairman and Vice-Chairman
Following the retirement at the date of this meeting of each of Richard Mason as President, Wynne Rogers as Chairman and Roger Bateson as Vice-Chairman, sub-resolutions 3.1, 3.2 and 3.3 propose the following persons be appointed to those posts on the recommendation of your Board, respectively:
Amanda Smith as President of the Club; Roger Bateson as Chairman of the Club; and Julian Cotton as Vice-Chairman of the Club.
Resolution 4: To re-elect and elect directors
Each re-election and election will be proposed as a separate resolution to conform to the requirements of the Companies Act 2006. The articles of association (‘Articles’) of the Club provide that each year one third of the elected directors are required to submit themselves to members for re-election for a further
term. As the sub-resolutions 4.1, 4.2 and 4.3 confirm, Justin Emery, Roger Bateson and Richard Mason offer themselves for re-election. Sub-resolution 4.4 proposes John David Wilesmith for election as a director of the Club, having been co-opted by your Board on 19 April 2018 and, sub-resolution 4.5 proposes the election of Amanda Jane Smith in the event her nomination to succeed Richard Mason as President is confirmed by the members.
To enable the Club to fill the positions of Team Captains and other posts, the meeting will adjourn after item 4 to facilitate the holding of the playing club member annual general meeting. This, when concluded, will permit publication of the Club Handbook for the 2018/19 season in good time and incorporate full particulars of all elected officers.
It will therefore be necessary to further adjourn the annual general meeting until 18 October 2018 before the remaining business can be addressed. This is because items six, seven and eight areconcerned with the Club’s financial accounts and matters ancillary thereto which cannot be dealt with at this meeting. The reason for this is that the Club’s financial year end is 30 June 2018 and the date of the annual general meeting is too close to the year end to permit preparation and approval of the annual accounts and the ancillary matters by your Board. Accordingly, these matters will be considered when the annual general meeting resumes on or about 18 October 2018 at 7.00pm.
Resolution 5: Report to the AGM of the Playing Section AGM
This resolution proposes the simple formality of reporting to Club members as a whole the outcome of the player member annual general meeting.
Resolution 6: Report and Accounts
The Directors are under a duty in respect of each financial period to lay the Accounts and Directors’ Report and that of the Company’s accountants before the Club’s members in general meeting. This affords the members the opportunity to ask questions on the content of those reports and in relation to the Club’s finances generally.
Resolution 7: Re-appointment of Accountants
This resolution proposes, on the recommendation of your Board, the re-appointment of Crowthers Accountants Limited as accountants to the Club to hold office until the conclusion of the next General
Meeting at which accounts are laid before the Club.
Resolution 8: Remuneration of Accountants
Standard practice is that the Directors of the Club be authorised to determine the accountants’ remuneration which this resolution proposes.
Resolution 9: Other Business
This resolution depends upon other business that might be brought before the meeting.
Your Board believes that all the resolutions numbered 1 to 8 to be proposed at the annual general meeting are in the best interests of the Club and its members as a whole and recommend members to vote in favour of the resolutions as they intend to do so themselves.
The Notice and Form of Proxy were made available on the Club’s website at: www.ledburyrfc.co.uk on and from 31 May 2018. The annual report and accounts for the period ending 30 June 2018 will be placed on the Club’s website so soon as available and in any event one month before the adjourned annual general meeting.
Company Number: 07148112
THE COMPANIES ACT 2006
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
LEDBURY RUGBY FOOTBALL CLUB LIMITED (the ‘Club’)