Notice is hereby given that an EXTRAORDINARY GENERAL MEETING of The Chartered Institute of Building Benevolent Fund Limited will be held at CIOB Bracknell Office, 1 Arlington Square, Downshire Way, Bracknell RG12 1WA, at 11.00 hours on Tuesday 26 June 2018, when the Special Resolution given below will be considered and, if thought fit, passed.
By order of The Board, Frank MacDonald, Benevolent Fund Secretary, May 2018
Note: The Board of Trustees has decided that the provisions of the Memorandum & Articles of Association, should be amended
Agenda
1. Notice convening the meeting.
2. Apologies for absence.
3. To consider and, if thought fit, pass the following resolution
THAT, the Memorandum & Articles of Association of the company be modified as follows:
A) By the implementation of the new attached Articles of Association
Note 1 Article 3, has been altered by way of modernization and to align terminology more closely with the Chartered Institute of Building Royal Charter and Byelaws. The objects of the CIOB Benevolent Fund contained therein remain unchanged.
Article 4.20 contains express power for the Trustees to pay for indemnity insurance for all the Trustees.
Articles 10.4 and 10.5. contain fuller consideration than previously as regards managing conflicts of interest.
Note 2 Article 17 which regulates the application of the CIOB Benevolent Fund’s property upon dissolution, has been re-drafted to accommodate the requirements of the Office of the Scottish Charity Regulator.
Definitions at Article 18 have been revisited and the first time use of a term is indicated by use of bold lettering.
Note 3 By virtue of the Companies Act 2006, the Articles of Association now comprise one document containing all of the material that was previously contained within the Memorandum and the Articles of Association combined.
Commentary:
1. Under the Articles of Association, any Corporate, Non corporate or Qualifying Member who has made a “suggested contribution” to the Funds of the Association in the current Financial Year is a member of the Association and is entitled to attend and vote at the Meeting.
Other CIOB Members, who have not contributed as outlined above, may attend the Meeting at the discretion of Members of the Association but may not vote.
2. Complete details of the proposed changes to the Memorandum & Articles of Association will be made available on the CIOB Benevolent Fund website at least 21 days prior to the meeting.
