AGM 2021 and EGM

Notice is given that the Annual General Meeting of the Company will be held on Saturday 20 November 2021 at 1630 online using Zoom 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 Company’s annual accounts and reports

(e) The fixing of members’ annual subscriptions

(f) The election of the Board members

(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

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.

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;

·                     by email to: info@mountaineering.scot or

·                     using the online form.

in each case not later than 4:00pm on Monday 15th November 2021.

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

Notice is given that an extraordinary general meeting of the Company will be held on 20 November 2021 at 1730hrs (immediately following the Annual General Meeting) online via Zoom for the following purposes:

Special Resolutions (see summary of changes)

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. 

2)     Subject and conditional upon special resolution number 1 being passed:

(i) the proposed changes under special resolution number 1 shall apply to each member (or former member) of the Board who was appointed as a director prior to the passing of special resolution number 1 and the adoption of the changes to the Company’s Articles of Association set out in that resolution; and

(ii) any person who held office until the close of the AGM held on 20^th November 2021 may be appointed as a member of the Board in accordance with Article 8.3 before the AGM to be held in 2022 (the “2022 AGM”) and, should their appointment be approved at the 2022 AGM, that person shall retire as a member of the Board at the close of the AGM to be held in 2023.

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;

·                     by email to: info@mountainering.scot;or

·                     using the online form.

in each case not later than 4pm on Monday the 15th November 2021.

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