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AGM 2020 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 Saturday 21 November 2020 at 1630 online using Zoom for 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 Company’s annual accounts and reports

(e) The fixing of members’ annual subscriptions

(f) The election of the Board members

·         Election of Director of Finance & Treasurer

·         Election of Director Landscape and Planning

·         Election of Director for Governance, HR & Equalities

·         Election of Director for Snowsports Touring

(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

09/10/2020

Notes

1. Individual Members who do not intend to be present at a General Meeting may, subject to the provisions of the Act, appoint a proxy. Club Members who do not intend to be represented by a nominated representative at a General Meeting may, subject to the provisions of the Act, appoint one or more duly appointed proxies. A nominated representative attending a General Meeting of the Company on behalf of a Club Member shall produce to the Company at the relevant meeting an original or certified copy of the resolution of that Club Member, or a letter on the Club Member's letterhead, confirming the appointment of the representative for such meeting, such board resolution or letter having been signed by an senior member or an office bearer of such Club Member.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 4pm on 13 November 2020.

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

AGM proxy voting forms:


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 21 November 2020 at 1730hrs (immediately following the Annual General Meeting) online via Zoom for the following purposes:

Special Resolutions

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

1. That section 3.5.2 of the articles of association:

3.5.2          An Honorary Member shall be entitled to attend General Meetings of the Company, but shall not have the right to speak or vote at such General Meetings. An Honorary Member shall not be bound by the provisions of Article 3.10.2.

Is replaced with the following text:

3.5.2 An Honorary Member shall be entitled to attend, and to speak and vote at,    General Meetings of the Company. An Honorary Member shall not be bound by the provisions of Article 3.10.2.


2. That section 6.10.3 of the articles of association:

6.10.3  Associate Members and Honorary Members shall have no vote in that capacity provided that an Honorary Member who is also an Individual Member shall be entitled to vote in their capacity as an Individual Member.

Is replaced with

6.10.3  Associate Members shall have no vote in that capacity provided that an Associate Member who is also an Individual Member shall be entitled to vote in their capacity as an Individual Member.


By order of the Board

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

Company Secretary / Director

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

09/10/2020

Notes

1.    In accordance with the articles Individual Members who do not intend to be present at a General Meeting may, subject to the provisions of the Act, appoint a proxy. Club Members who do not intend to be represented by a nominated representative at a General Meeting may, subject to the provisions of the Act, appoint one or more duly appointed proxies. A nominated representative attending a General Meeting of the Company on behalf of a Club Member shall produce to the Company at the relevant meeting an original or certified copy of the resolution of that Club Member, or a letter on the Club Member's letterhead, confirming the appointment of the representative for such meeting, such board resolution or letter having been signed by an senior member or an office bearer of such Club Member.

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 appointment of 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@mountainering.scot

in each case not later than 4pm on Friday 13 November 2020.

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

EGM proxy voting forms: