Written Special Resolution Q and A


The redlined version of the Articles shows every change being proposed. This document is attached to the Resolution email and available here. A summary is included in the Guidance document.
There is no legal requirement for private companies to hold an Annual General Meeting (AGM), unless required in their Articles. RQG’s articles as currently drafted do require an AGM to be held within 15 months of the previous one. As an AGM, some of the agenda is set by company law. General Meetings are ad-hoc meetings, which can be called by directors or members. They are more flexible than AGMs which have a fixed agenda and schedule. For example, before the intervention of Covid-19, the planned RQG conference scheduled for September could not have coincided with an AGM, because this would have been later than the 15 months permitted by our Articles. However, a General Meeting could have been held.
We cannot hold a physical meeting, and a virtual meeting would not comply with our current Articles, yet our Articles require a meeting to be held, and by July 25. By adopting this resolution, we will both address the current issue and help to future-proof the organisation against any further unforeseen events.
Our current Articles do not permit virtual meetings. This Special Resolution adds clear provision for virtual general meetings to our Articles.
Yes, absolutely and we will continue to encourage student members to attend and participate too. Although we will have removed the formal requirement to hold Annual General Meetings as constituted by company law, we will continue to have meetings of members (and students) held at least annually. However, the flexibility of these new articles will allow us to hold meetings online so that ALL members have the opportunity to participate irrespective of wherever in the world they reside. We regard this as an important and significant development.
Members will appoint directors at General Meetings or potentially through written resolutions.
Yes. Irrespective of any meetings, there is a statutory requirement to distribute the annual accounts to members. The directors will ensure that there is an opportunity for members to receive and discuss the accounts at a meeting, every year. [Companies Act (CA) 2006 s.423]
The written Special Resolution will be deemed to have been approved as soon as 75% of members have given their consent. That could be as early as the same day that the resolution is circulated, but it can be no more than 28 days later.
The written Special Resolution will be deemed to have been approved as soon as 75% of members have given their consent. That could be as early as the same day that the resolution is circulated, but it can be no more than 28 days later (the end of 22 June 2020 BST).
This is a requirement of company law. This specifies that any change in the Articles of Association requires a special resolution. [CA2006 s.283]
If the requisite 75% of members do not give consent, we will be required under our existing Articles to hold an Annual General Meeting as in previous years. Currently, the Stay at Home regulations prohibit any meetings being held, and the government have yet to introduce any specific guidance or measures to remedy the situation. Although the situation is fluid, we would give notice of the AGM, which would be held at the home of one of the directors. However, no members or other directors will be permitted to attend in person, though all members would be encouraged to attend via electronic means (using GoToMeeting or Zoom software) and would be able to speak and vote. However, this is not entirely satisfactory as a quorum will not be present at the place of the meeting, even though present virtually. This potentially undermines the validity and authority of the meeting. Even if the rules are relaxed and a physical meeting became legally allowable, the directors have grave concerns that attendance at such a meeting could compromise the health and safety of the members attending. This is likely to remain the case for the foreseeable future (and maybe much longer).
As a Company limited by guarantee we have members rather than shareholders. Students are not full members of the company, and do not have voting responsibilities. However, as future members, the board want student members to be aware of all developments.
The Special Resolution will become effective immediately. The Directors will call a General Meeting and circulate details. The business will include a report from the Chair, a review of the accounts and the appointment or re-appointment of directors, just as in previous AGMs. Administratively, the details of the Special Resolution will be filed with Companies House and the revised Articles published.
Do nothing! Not responding to the resolution is withholding your consent. However, if you have concerns, or questions please discuss these with any of the directors who will be happy to hear from you.
Yes. Whilst we have a number of other changes to consider, the issue of replacing AGMs with virtual GMs is our primary focus right now, and we don’t want to rush further changes through without directors and members having ample time to consider and debate these. We hope to address further changes in one sweep sometime in the next 12 months.
In the light of Covid-19 we do not want members to have to leave their homes to post a letter, and we should not assume all members would be able to print and scan a signed document. To keep the process as convenient as possible, we have decided that members should reply by email. The legislation [CA2006 s.296] requires receipt of an authenticated document identifying the resolution to which it relates and indicating agreement to the resolution. We have therefore decided on the following form of words to be included in the reply:

I, [insert your name here], member number [insert your member number here] being a person entitled to vote on the Resolution on 26 May 2020, hereby irrevocably agree to the Resolution.

Your member number, which is required to help authenticate your reply email, has recently been sent to you by Clare Fowler.

No. The Companies Act stipulates that once consent to a written resolution is given, it cannot be revoked. [CA2006 s.296 (3)].
Both Companies House, and a lawyer accessed through the Federation of Small Businesses have advised that the Articles be changed.