UCLU (the Union), registered company number: 07635628
We are writing on behalf of the Union’s Board of Trustees to provide notice of the Company General Meeting which will take place as follows:
Date: Tuesday 7 February 2023
Time: 18:00 (BST)
Location: Roberts Building G06 Lecture Theatre
Please take this as the notice of the Company General Meeting required under Article 18 of UCLU’s Articles of Association.
Business of the meeting
Our Articles of Association specify the charitable purpose of the Students’ Union and how to govern the Union (including in accordance with charity law).
The purpose of the Company General Meeting is to give students the opportunity to discuss and vote on the proposed changes to the Articles of Association of the Union – the proposed changes are summarised in the webform link below. These proposed changes are proposed as a special resolution of the Members of the Union.
Attendees will then be told about the next steps for the proposed changes.
Special Resolution for Proposed Revisions to UCLU’s Articles of Association:
It is hereby resolved by way of special resolution that the draft Articles of Association (of UCLU) linked below be and are hereby approved and adopted as the Articles of Association of UCLU in substitution for and to the exclusion of the UCLU’s existing Articles of Association, provided that if any of the proposed amendments legally require the prior written consent of the Charity Commission and such consent has not been granted prior to the company general meeting on 7 February 2023, none of the amendments to the Articles of Association purported to be made by this resolution shall take effect until the date on which all necessary consents have been obtained from the Charity Commission.
Proxy Voting
As a member of the Union, you can appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Company General Meeting.
You can appoint a proxy by completing this webform – this webform is the ‘proxy notice’ in accordance with Article 29 of UCLU’s Articles of Association. Please see the webform (and the notes below) for instructions about how to complete the proxy notice – once you complete the required fields and hit ‘submit’ it will be delivered to UCLU in accordance with Article 29.1.4 of UCLU’s Articles of Association. Note that you have until 17:00 on Thursday 2 February to appoint your proxy using this webpage.
If you have any further questions about the above, please contact [email protected].
Notes relating to proxies
As a company law member of UCLU, you can appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Company General Meeting. If you cannot attend the Company General Meeting on Tuesday 7 February 2023 in-person and would like to appoint a proxy to attend, speak and vote on your behalf, please complete the webform using the link above – you can only appoint a proxy by completing the webform in the link above
Note that:
- You may appoint the Chair of the governance committee or another person of your choice as your proxy. A proxy does not need to be a member of UCLU but must attend the meeting to represent you.
- To appoint a person other than the Chair of the governance committee as your proxy, insert their full name and address where indicated in the webform. If you do not insert a name, the Chair of the governance committee will be your proxy. Where you appoint as your proxy someone other than the Chair of the governance committee, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chair of the governance committee and give them the relevant instructions directly.
- To direct your proxy how to vote on the resolutions, please select from the options in the webpage. Your proxy may vote (or abstain from voting) as they think fit in relation to the limited range of additional resolutions which may be put before the meeting. These include for example:
- resolutions to deal with procedural aspects of the meeting such as the calling of a poll or a decision to adjourn;
- resolutions proposing amendments to the resolution listed in the notice of the meeting, but note, the circumstances in which amendments can be made are very limited.
- To appoint a proxy using the webform, the form must be fully completed below and then submitted at the end. The form must be submitted no later than 17:00 on Thursday 2 February 2023.
- If you are completing the proxy form under the authority of a power of attorney or any other authority you must send the relevant document or a certified copy to UCLU after you submit the proxy form (before 17:00 on Thursday 2 February 2023).
- If you wish to change your proxy instructions, you can submit another proxy form in the way indicated above. The appointment received last before the latest time for the receipt of proxies will take precedence.
- If you wish to revoke your proxy instructions, please email UCLU at [email protected], clearly stating that the instructions are revoked. The revocation must be received by UCLU no later than 17:00 on Thursday 2 February 2023.
- Appointment of a proxy does not preclude you from attending the meeting and voting yourself. If you have appointed a proxy and you attend the meeting and cast a vote yourself, your proxy is no longer entitled to vote for you.
You have until 17:00 on Thursday 2 February to appoint your proxy by completing the webform using the link above and submitting it.
The proxy voter should vote in accordance with the member's wishes. By completing the webform, you are also consenting for the appointed proxy to be your proxy at any adjournment of the Company General Meeting.