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AGM 2019 and EGM


Company Number: SC322717

 The Mountaineering Council of Scotland, trading as Mountaineering Scotland

(the "Company")

Notice of Annual General Meeting

Notice is given that the Annual general meeting of the Company will be held on 23 November 2019 at 11.15 at Glenmore Lodge, Aviemore, Inverness-shire, PH22 1QZ for the following purposes:

Agenda

(a) Roll call and appointment of tellers

(b) The approval of the minutes of the previous AGM and of any subsequent EGM

(c) The receipt of such reports as the Board may consider appropriate to bring before the AGM for approval or information

(d) The receipt of the Companyís annual accounts and reports

(e) The fixing of membersí annual subscriptions

∑         Proposal to increase membership fees by 8%. (Download details of proposed fees.)

(f) The election of the President, Treasurer and Board members (Information on candidates)

∑         Election of President

∑         Election of Director for Mountain safety

∑         Election of Director for ClimbScotland

(g) The consideration of and taking of decisions on any duly notified proposals for the adoption of any new Policies or the amendment or revocation of any existing Policies

(h) Any other competent business

By order of the Board

............................................

Company Secretary / Director

The Granary, West Mill Street, Perth, Scotland, PH1 5QP

10/10/ 2019

Notes

1                         A member is entitled to appoint another person as that memberís proxy to exercise all or any of that memberís rights to attend and to speak and vote at the meeting. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise different voting rights held by that member. A proxy does not need to be a member of the Company.

2                         A form of proxy is enclosed with this notice. Completion and return of the form of proxy will not prevent a member from attending and voting in person at the meeting. To be effective, the instrument appointing a proxy and any authority under which it is executed (or a notarially certified copy of such authority) must be lodged with the Company:

∑                         by post to: For the attention of: Stuart Younie, The Mountaineering Council of Scotland, The Granary, West Mill Street, Perth, Scotland, PH1 5QP; or

∑                         by email to: info@mountaineering.scot,

in each case not later than 4.30pm on 21 November 2019.

3                         Addresses (including electronic addresses) in this document are included strictly for the purposes specified and not for any other purpose.

Proxy voting forms for AGM

EGM

Company Number: SC322717

 The Mountaineering Council of Scotland, trading as Mountaineering Scotland

(the "Company")

Notice of Extraordinary General Meeting

Notice is given that an extraordinary general meeting of the Company will be held on 23 November 2019 at 1145hrs at Glenmore Lodge, Aviemore, Inverness-shire, PH22 1QZ for the following purposes:

Special Resolutions

To consider and, if thought fit, approve the following resolutions that will be proposed as special resolutions:

1                         The articles of association in the form of the annexed draft marked as "Draft A" be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company. View Draft A here.

2                         Subject and conditional upon resolution number 1 not being passed, the articles of association in the form of the annexed draft marked as "Draft B" be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company. View Draft B here.

By order of the Board

............................................

Company Secretary / Director

The Granary, West Mill Street, Perth, Scotland, PH1 5QP

10/10/ 2019

Notes

1                         A member is entitled to appoint another person as that memberís proxy to exercise all or any of that memberís rights to attend and to speak and vote at the meeting. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise different voting rights held by that member. A proxy does not need to be a member of the Company.

2                         A form of proxy is enclosed with this notice. Completion and return of the form of proxy will not prevent a member from attending and voting in person at the meeting. To be effective, the instrument appointing a proxy and any authority under which it is executed (or a notarially certified copy of such authority) must be lodged with the Company:

∑                         by post to: For the attention of: Stuart Younie, The Mountaineering Council of Scotland, The Granary, West Mill Street, Perth, Scotland, PH1 5QP; or

∑                         by email to: info@mountaineering.scot,

in each case not later than 4.30pm on 21 November 2019.

3                         Addresses (including electronic addresses) in this document are included strictly for the purposes specified and not for any other purpose.

You will find in this section an explanation of the thinking behind the proposed new articles and the reason for the two alternative versions, along with copies of the two Drafts as proposed and as compared to the existing articles.

Proxy voting forms for EGM