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Yes the charity is limited by guarantee
Sorry I should have been more explicit
Below is the section in the articles of association in relation to the AGM
The previous AGM was held Nov 2011 and as the mems and arts state the AGM must be held within 15 months of the previous one then 28 Feb 2013 was tghe latest date to have held it.
There are five directors (trustees) remaining, one is virtually inactive. The directors cancelled the AGM on the day it was due to be held.
The list of voting members isn't available, the directors appear to have taken it. The CEO (currently on sick leave with stress) went into her office to get a copy and was confronted by the deputy CEO and treasurer in a bullying manner and told that she wasn't allowed into the office as she was on sick leave; this was followed up with a letter from the chair saying that she was not to enter the office as she was on sick leave.This was witnessed by 2 former chairs who had accompanied her to the office.
All current voting members weren't contacted to be told the date of the 26 Feb AGM, only a selected few were emailed with the date; previous practice was that all members were contacted and sent details of the AGM.
Each paid up member has one vote; membership is for one year; i.e. until the following AGM. Members pay £1 at the AGM to become voting members.
The list has never been sent to companies house. I take it that it should have been each year? The company secretary (trustee) has never done that and it's never been spoken of as a requirement. Does this apply to charities which are incorporated with limited liability?
Thank you for being so helpful.
Thank you very much for the guidance
The reason for pursuing this is because there are only effectively 4 trustees/directors and the direction of the charity over the last 12 months has been driven by the chair and treasurer who are running the charity for their own satisfaction and brought in a deputy CEO who was supposed to manage the contract transport operation. The intention was supposed to be to generate additional funding to support the volunteer activities and project work relating to the disadvantaged in society. However their intentions have become evident, that is to drop the volunteering and project work and eventually become a contract transport operation operating subsidized bus services. As the volunteering etc doesn't "make money" they see it as not relevant. Their intention is to get rid of the current CEO and make the deputy the new CEO.
The current CEO has an excellent reputation in the county for the work the charity has done over the last 10 years and as a result 6 prospective new trustees have put themselves forward for election at the AGM, not me, unfortunately I work away during the week. There is a broad range of expertise covered by them - a senior manager in the NHS, a representative from Adult Education, a senior manager of an estate group who is also chair of a housing association, an events consultant with international experience and 2 previous chairs of the charity. The intention is that the charity retains its current aims and objectives and the current CEO who has the reputation in the county to maintain its position as the leading provider of volunteering, community transport and funded project work.
The existing chair and treasurer are obviously aware , hence the sudden cancelling of the AGM and attempts to make the current members voting system not applicable or legal.
Yes, the chair and treasurer, it appears,want to be able to announce that the current CEO has "resigned" or "had to retire" with the deputy CEO taking over and that the current aims and objectives are under review to put the charity into a better financial position; i.e. only take work that makes a satisfactory profit.. The treasurer is the prime driver; he is an accountant running his own small accountancy practice and now acts as though it's his company.
From their actions to date they want to force a retirement on health grounds (the CEO is currently on sick leave with severe stress caused by their actions) or force a resignation to avoid the embarrassment of being sacked; the deputy CEO has been overheard talking about unsatisfactory performance of the CEO.
Its difficult to be specific about numbers of members because the situation has been kept as discreet as possible by those who are aware to avoid adverse publicity for the charity. The reputation of the CEO is such that 90% of those who are known to likely attend the AGM would support the appointment of the new trustees and the current CEO. The new trustees would form the majority on the board which is why the current four trustees, particularly the chair and treasurer, are trying to prevent them being put forward and delaying the AGM until they've found a way.
Prospective trustees have to be nominated prior to the AGM; can the chair and treasurer now come up with new additional nominations for the AGM when a new date is published?
There is provision for the directors to appoint an additional person who is also a member; I assume that this applies after an AGM when the new board is appointed and would have to be with the consent of the majority of the Board.
The only other reference to directors appointments in relation to nomination at the AGM. The existing 4 active directors have nominated themselves which will have to be voted on.
The CEO is an executive director appointed by the Board; not trustee status.
Sorry should also have said that the CEO is appointed an executive director with no voting rights.
Thank you enormously for your help.
You've given me the way forward and I'll be pursuing it.
I've discussed it with the others and your advice is appreciated by all.
If this is an example of how you work then you have a great career ahead of you.