BUCS AGM 10th December 2015 – Appendix 2
SPECIAL RESOLUTION TO AMEND THE ARTICLES OF THE COMPANY
Following an extensive review of the Articles of Association undertaken by Ben
Moorhead (Partner – Hewitson Moorhead and BUCS Board Member) Members are
asked to approve the changes below.
Most changes have been required in order to bring the Articles up to date with current
legislation, and there have also been some changes to the typographical arrangement.
The main change is with regard to proxy voting as we are required to permit this.
These changes were reviewed and approved by the Board at its meeting on 23 April
2015.
Tim Nicholls
Company Secretary
At the AGM on 10 December 2015 the following Special Resolution to amend the
Articles of British Universities and Colleges Sport Limited will be submitted to Members:
a) To amend within Article 1 “the Act” to read:
“means Companies Act 2006”
b) To amend within Article 1 “Associates” to read:
“means such organisations who wish to support the Company's activities as described in Article 8;”
c) To amend Article 1 by adding:
“Companies Acts”
“means the Companies Acts (as defined in section 2 of the
Companies Act 2006), in so far as they apply to the Company;”
d) To amend Article 1 by adding:
“document”
“includes, unless otherwise specified, any document sent or supplied
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BUCS AGM 10th December 2015 – Appendix 2
in electronic form;”
e) To amend Article 1 by adding:
“electronic form”
“has the meaning given in section 1168 of the Companies Act 2006;”
a) To amend within Article 1 “Member” to read:
"Member"
b)
To amend Article 1 by adding:
“writing”
c)
means those organisations whose applications for membership of
the Company are accepted in terms of Article 7;
“means the representation or reproduction of words, symbols or other information
in a visible form by any method or combination of methods, whether sent or
supplied in electronic form or otherwise”.
The new attached articles numbered 2 to 6 to be implemented and the numbering of subsequent articles be
amended accordingly
d) To replace the word “member” in article 7.1 (previously article 3) with “Member”
e) Article 7.2 (previously article 4) to be removed and the numbering of subsequent articles be amended
accordingly
f)
To amend article 23 to read:
“An AGM and a general meeting convened for the passing of a special resolution or a resolution requiring
special notice shall be called by at least twenty-one clear days’ notice in writing; all other general meetings
shall be called by at least fourteen clear days’ notice.”
g) The new attached articles numbered 36 to 41 to be implemented (replacing articles previously numbered
36-40) and the numbering of subsequent articles be amended accordingly
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BUCS AGM 10th December 2015 – Appendix 2
h) To amend article 45 (previously article 44) to read:
(1) Unless otherwise determined by special resolution, the maximum number of directors shall be eight and
the minimum number of directors shall be four. The directors shall comprise a Chair, the student director ,
and up to six persons with specific responsibilities which will be determined by the nominations committee
prior to advertising the vacancies.
(2) At least two directors shall be Independent directors appointed on account of
their experience and expertise.
(3) The Board shall endeavour to ensure that at all times:(a) twenty-five per cent (25%) of the Board’s membership is made up of independent persons; and
(b) fifty per cent (50%) of the Board’s membership is made up of women or men, as the case may be.
i)
To amend the title of article 53 (previously article 51) to read:
“Conflicts of Interest”
j)
The new attached article numbered 53 be implemented (replacing articles previously numbered 51-52) and
the numbering of subsequent articles be amended accordingly
k) To amend article 54 (previously article 53) replacing the word “shall” with “is entitled to”
l) To amend the title of article 61 (previously article 60) to read:
“Participation in directors’ meetings”
m) The new attached articles numbered 61 to 63 to be implemented and the numbering of subsequent articles
be amended accordingly
n) To amend article 68 (previously article 64) replacing the word “five” with “four”
o) To amend the title of article 81 (previously article 77) to read:
“Directors may delegate”
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BUCS AGM 10th December 2015 – Appendix 2
p) The new attached articles numbered 81 to 85 to be implemented (replacing articles previously numbered
77-79) and the numbering of subsequent articles be amended accordingly
q) To amend article 86 (previously article 80) to read:
“The directors shall be assisted in their operations by an Advisory Group which shall comprise the Chief
Executive Officer, four elected students, four elected non students and the student and non-student chairs
from each regional executive group including the three national executive groups (SSS, BUCS Wales and
NIUSC). The elected student members shall be elected during the Annual Conference and shall serve for a
term of one year. The non-student members shall also be elected during the Annual Conference but shall
serve for a term of two years. In addition to those elected the directors may co-opt up to three people acting
in a non-executive capacity to the Advisory Group, where there are identified skills gaps in the Advisory
Group.”
r)
To amend article 95 (previously article 89) to read:
“If on the winding-up or dissolution of the Company any property remains after satisfaction of all the
Company’s debts and liabilities, such property shall not be paid to or distributed among the Members but
shall be transferred to some other charitable body or bodies (whether incorporated or unincorporated)
whose objects are altogether or in part similar to the objects of the Company and whose constitution
restricts the distribution of income and assets among members.
The body or bodies to which property is transferred under this Article 96 shall be determined by the
Members at or before the time of winding-up or dissolution or, failing such determination by such court as
may have or may acquire jurisdiction.”
DATED: 10 December 2015.
Approved by Members at the AGM held at The Museum of London on 10 December 2015 as per the attached
minutes.
SIGNED:
____________________________
Company Secretary
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