From 6e5df9f82750587b202b1499938760fc371216b8 Mon Sep 17 00:00:00 2001 From: Tim Kerby Date: Sat, 7 May 2022 19:44:32 +0100 Subject: [PATCH 1/2] Board Election Candidacy Notification Requirement Proposal by River as discussed at https://loomio.ehlab.uk/d/e6JgxXKm/board-election-candidacy-notification-requirement-proposal --- hacklab_articles.tex | 18 +++++------------- 1 file changed, 5 insertions(+), 13 deletions(-) diff --git a/hacklab_articles.tex b/hacklab_articles.tex index f9a3794..210a202 100644 --- a/hacklab_articles.tex +++ b/hacklab_articles.tex @@ -333,8 +333,7 @@ \subsection{Notice of general meetings} \clause{\label{clause:meeting_notice}At least 14 clear days notice must be given of any AGM or any EGM.} -\clause{The reference to ``clear days'' in clause -\ref{clause:meeting_notice} shall be taken to mean that, in +\clause{\label{clause:cleardays}References to ``clear days'' shall be taken to mean that, in calculating the days of notice,} \subclause{the day after the notices are posted (or sent by e-mail) @@ -501,6 +500,8 @@ \subsection{Eligibility} they are disqualified from being a director under the \companyact.} +\clause{A person will not be eligible for election to the board unless they have given notice of their intention to stand for election at least 10 clear days, and not more than 45 clear days, in advance of the election. Clear days are as defined in \ref{clause:cleardays}} + %\subsection{Initial charity trustees} %\clause{The individuals who signed the charity trustee declaration @@ -512,8 +513,7 @@ \subsection{Eligibility} \subsection{Election, retiral, re-election} \clause{\label{clause:boardelection}At each AGM, the members may elect -any member (unless they are debarred from membership under clause -\ref{clause:disqualified}) to be the treasurer or one of the other four +any eligible member to be the treasurer or one of the other four directors.} \clause{At each AGM, all of the directors must retire from @@ -543,14 +543,6 @@ \subsection{Election, retiral, re-election} reelected to that office within a period of six months, they shall be deemed to have held office as a director continuously.} -\clause{\label{clause:directorelection}A director retiring at - an AGM will be deemed to have been re-elected unless:} - -\subclause{they advise the board prior to the conclusion of the AGM -that they do not wish to be reappointed as a director; or} - -\subclause{an election process was held at the AGM and they were not -among those elected/re-elected through that process.} \subsection{Termination of office} @@ -587,7 +579,7 @@ \subsection{Termination of office} \subclause{\label{clause:removedbymembers}they are removed from office by a resolution of the members passed at a general meeting.} -\clause{A resolution under paragraph \ref{clause:materialbreach}, +\clause{label{clause:directorelection}A resolution under paragraph \ref{clause:materialbreach}, or \ref{clause:removedbymembers} shall be valid only if:} From 41997a24a34b2883a1da015ee89bc930c92aac8a Mon Sep 17 00:00:00 2001 From: Tim Kerby Date: Sat, 7 May 2022 19:53:37 +0100 Subject: [PATCH 2/2] Election notification option B As per River's proposal this version requires notification of intent to stand. However, in the event that there is not an election, clause 70 remains. This is important as all directors must stand down at an AGM and be reelected so if nobody came forward specifically within the proscribed period we could end up with no directors. Clause 70 is "A director retiring at an AGM will be deemed to have been re-elected unless: 70.1 they advise the board prior to the conclusion of the AGM that they do not wish to be reappointed as a director; or 70.2 an election process was held at the AGM and they were not among those elected/re-elected through that process." --- hacklab_articles.tex | 11 ++++++++++- 1 file changed, 10 insertions(+), 1 deletion(-) diff --git a/hacklab_articles.tex b/hacklab_articles.tex index 210a202..0b03582 100644 --- a/hacklab_articles.tex +++ b/hacklab_articles.tex @@ -579,7 +579,7 @@ \subsection{Termination of office} \subclause{\label{clause:removedbymembers}they are removed from office by a resolution of the members passed at a general meeting.} -\clause{label{clause:directorelection}A resolution under paragraph \ref{clause:materialbreach}, +\clause{A resolution under paragraph \ref{clause:materialbreach}, or \ref{clause:removedbymembers} shall be valid only if:} @@ -596,6 +596,15 @@ \subsection{Termination of office} two thirds (to the nearest round number) of the directors then in office vote in favour of the resolution.} +\clause{\label{clause:directorelection}A director retiring at + an AGM will be deemed to have been re-elected unless:} + +\subclause{they advise the board prior to the conclusion of the AGM +that they do not wish to be reappointed as a director; or} + +\subclause{an election process was held at the AGM and they were not +among those elected/re-elected through that process.} + \subsection{Register of directors} \clause{The board must keep a register of directors, setting