1. Article 37 of Table A provides that directors may call general meetings on the requisition of members pursuant to the provisions of the Companies Act. The Companies Act provides in Section 368 that a member's requisition is a requisition of not less than 1/10th of the total voting rights of all the members in the company. Table A and the Companies Act members requisition provisions produce conflicts with the bye laws of the BSA, which permit a requisition by 12 members, but as the Articles are stated to prevail over inconsistent bye laws, it is the Companies Act procedure that should take affect. On this basis, assuming that there are more than 120 full members, the members requisition itself is invalid.

2. The notice of EGM must be approved by the Board of Directors – it is not sufficient for a single officer such as the company secretary to issue a notice of EGM in response to a member's requisition.

3. A notice of EGM requires specific and clear resolutions to be put before the meeting. The notice on the website comprises a range of unsubstantiated allegations and requests for the members to determine issues of corporate governance which are not matters of which the membership is competent to advise. In other words, the notice of EGM is inherently invalid for lack of specific and certain resolutions.

4. The Board has not seen any copies of the members' requisitions and in the absence of these, despite requests for them to be made available, it is reasonable to conclude that the members' requisitions do not comply with the Companies Act 1985.

Based on the Articles of Association, bye laws and the copy notice of EGM posted on the website, the Executive committee would be within its rights to communicate with all members to the effect that the notice of EGM to be held of 30 June 2007 is invalid and revoked. This notice can be sent out with an alternative notice of EGM that does comply with the constitution.

Thanks to Bond Pearce fo all their help and advice.

 

 

 

NEW BSA CHAIRMAN

To see summary of legal advice click here