NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of the Company will be held at the Grimsby Auditorium Cromwell Rd, Grimsby DN31 2BH on Tuesday 28th September 2021 at 12.45pm to consider and if deemed appropriate approve the following resolutions:
Members Resolutions
That Jane Lewington is appointed as Chairperson for a term of four years ending with the Annual General Meeting in 2025.
That Simon Beeton is appointed as Chief Executive for a term of four years ending with the Annual General Meeting in 2025.
Special Resolution
That the Company’s articles of association shall be amended as follows on the third page of this notice and
That the articles of association shall be altered so as to take the form of the articles of association attached to this resolution are in substitution for, and to the exclusion of, any articles of association of the Company previously registered with the Registrar of Companies.
Notes:
1. Although the meeting this year will be held at the Grimsby Auditorium, we are aware that there will be members that would like to be part of the Annual General Meeting but are reluctant to attend the venue due to the pandemic. With this in mind, the event will be ‘live streamed’ and details as to how to access this will follow from our Communications Team.
2. Members Resolutions
The Members’ resolutions provide for Jane Lewington to be appointed as Chairperson until the Annual General Meeting in 2025 and for Simon Beeton to be appointed as Chief Executive until the Annual General Meeting in 2025.
3. Special Resolution
The proposed changes to the articles are explained below:
Asset Lock
Due to the organisation being a Community Interest Company there are restrictions on the transfer of assets. The proposed amendment enables us to donate to the Gardiner Hill Foundation, the organisation’s charitable subsidiary, in a given year.
Appointment of Directors
The suggested changes increase the maximum number of seats allocated to Directors on the CIC Board by one person to eleven, of which no more than five may be Executive Directors. Thereby maintaining a Non-Executive Director majority of six.
Number of Membership Board Members and Designation
It is proposed that the composition of the Membership Board increases from 18 in total to 22 to account for the increase in the additional Membership Representative posts referred to below and to ensure representation reflects the revised senior management structure. The seats would then comprise of a maximum of five Executive Directors, up to seven Senior Managers (nominated by the Chief Executive and approved by the CIC Board), up to five Staff Representatives and up to five Community Representatives. The ratio of Executive Directors and Membership Representatives would be maintained.
The proposed change enables Non-Executive Directors to chair the Membership Board meetings rather than only the Executive Directors as is currently written.
Appointment of Membership Board Members
As a diverse organisation with fifteen percent of our workforce of Black Asian or Minority Ethnic (BAME) background, we are keen to support our BAME colleagues and to ensure representation at the highest levels within the organisation. The proposed amendments to the Company’s articles of association are to appoint a fifth Staff Representative post which is reserved for a person of BAME background and a similar additional post for the Community Representatives. The proposal is for the further Staff Representative to also become a Non- Executive Director with a seat on the CIC Board alongside the existing Staff Representative and Community Representative Non-Executive Directors.
The proposed changes are written from page 4 onwards in orange text and any deletions crossed through. An entire set of the amended articles of association accompanies this notice together with the Membership Representative .
4. Members entitled to attend and vote at the meeting may appoint a proxy to attend and vote on their behalf by completing a Form of Proxy available from the Company’s Registered Office (address detailed below).
5. To be valid the Form of Proxy must be completed and deposited at the Company’s Registered Office no later than 9am on Monday 27th September 2021.
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
*Proposed amendments to the existing articles of association are written in orange text and any deleted text crossed through.
Defined Terms
“BAME Background” means Black, Asian or Minority Ethnic background
“BAME Network” means the network established by the Company for people of Black, Asian or Minority Ethnic background
Asset Lock
8. Provided the conditions in Article 9 are satisfied, Article 7 shall not apply to:
(a) the transfer of assets to any specified Asset-Locked Body (the Gardiner Hill Foundation with registered company number 07804290 is a specified Asset-Locked Body for the purpose of this Article), or (with the consent of the Regulator) to any other Asset-Locked Body; and
(b) the transfer of assets made for the benefit of the community other than by way of a transfer of assets into an Asset-Locked Body.
Appointment of Directors
58. The maximum number of Directors of the Company shall be 11 Directors. A maximum of 5 Directors on the CIC Board must be Executive Directors.
Number of Membership Board Members and Designation
80. Unless otherwise determined by a resolution of the Directors, the maximum number of Membership Board Members shall be 22 but shall be not be less than 11.
81. The Membership Board shall include the following designated positions:
(a) Chief Executive
(b) Executive Directors
(c) Senior Managers
(d) up to five Staff Representatives
(e) up to five Community Representatives
82. The Membership Board shall be chaired by a Director.
Appointment of Membership Board Members
83. With the exception of the four Staff Representatives and the four Community Representatives, the CIC Board shall appoint persons to fill each of the designated positions on the Membership Board set out in Article 81. The role of the CIC Board in relation to the four Staff Representatives and four Community Representatives shall be to formally appoint them onto the Membership Board.
84. The Shareholders shall nominate and elect up to five persons (who must also be Shareholders) to be appointed as Staff Representatives onto the Membership Board. Once the Staff Representatives have been elected to the Membership Board, they shall jointly appoint (by a majority decision) one of themselves to become a Non-Executive Director on the CIC Board (in accordance with such relevant regulations as the CIC Board may have in place from time to time in relation to such matters).
84A. Of the seats on the Membership Board for the Staff Representatives, one shall be reserved for a Staff Representative of BAME background who is a member of the BAME Network (in accordance with such relevant regulations as the CIC Board may have in place from time to time in relation to such matters). Once elected onto the Membership Board, they will also become a Non-Executive Director on the CIC Board in addition to the Staff Representative Non-Executive Director referred to under Article 84.
85. Subject to Article 86A , the Community Members shall nominate and elect up to five persons (who must also be Community Members) to be appointed as Community Representatives onto the Membership Board. Once Community Representatives have been elected and appointed to the Membership Board, they shall jointly appoint (by a majority decision) one of themselves to become a Non-Executive Director on the CIC Board (in accordance with such relevant regulations as the CIC Board may have in place from time to time in relation to such matters).
86A The purpose of the Community Members is to ensure the voice of service users and carers are heard at both the Membership Board and the CIC Board and therefore:
• Any Community Member may nominate for election any other Community Member as a Community Representative as long as the nominee indicates in the approved form, their willingness to act as a Community Representative;
• The election will be run on the basis that each Community Member has five votes,
• Of the five seats on the Membership Board for the Community Representatives, three will be reserved for service users who have experience of secondary mental health services within the 5 years prior to the election or current carers of users of mental health services, (in accordance with such relevant regulations as the CIC Board and Membership Board may have in place from time to time in relation to such matters), and
• The remaining seats on the Membership Board for the Community Representatives are not a reserved seat but could be for someone who has a general interest in mental health.