NOTICE OF ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of the Company will be held at the Grimsby Auditorium, Cromwell Road, Grimsby DN31 2BH on Thursday 29th September 2022 at 12.45pm to consider and if deemed appropriate approve the following resolutions:

 

Special Resolution

That the Company’s articles of association shall be amended as follows

               8  Provided the conditions in Article 9 are satisfied, Article 7 shall not apply to:

  1. the transfer of assets to any specified Asset-Locked Body (both the Gardiner Hill Foundation with registered company number 07804290 and Nurtrio Limited with registered company number 06204479 are 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
  2. 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.

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.

 

To see how the Articles of Association would read if the above changes are approved, see below.

Read Articles of Association

Notes

  1. Same as last year, the meeting will be held at the Grimsby Auditorium and members unable to attend the event in person will be able to view the ‘live stream’.  Details as to how to access this will follow from our communications team.
     
  2. Special Resolution: The proposed changes to the articles written in red type are explained below. To provide the context for the suggested changes:

    NAViGO CIC became the sole member of the charity Nurtrio Limited (formerly Care4All Limited) on 31st March 2022 and thereafter the assets of both NAViGO Extra Limited and Ace Homecare Limited were transferred to Nurtrio Limited. Those assets are to be applied by Nurtrio Limited for carrying on the activities of NAViGO Extra Limited and Ace Homecare Limited as a going concern. 

    If NAViGO CIC would like to make a donation to Nurtrio Limited in a given year, due to it being a Community Interest Company, it would need to either specify this in the articles or obtain consent from the Community Interest Company Regulator.  The proposed amendment is to include Nurtrio Limited in the articles for this purpose.
     
  3. 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 NAViGO House, 3-7 Brighowgate, Grimsby DN32 0QE or by using the contact us form.
     
  4. To be valid the Form of Proxy must be completed and deposited at the Company’s Registered Office.
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