SOA Articles of Association:  proposed change

The SOA Board proposes a change to Section 11.5 of the Articles of Association by a Special Resolution at the AGM on 24 May 2014.

10th Apr 14

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Currently the requirement is that “Twenty Individual or Family Members shall be a quorum for a General Meeting”. It is proposed to amend Section 11.5 to read “Those attending a General Meeting will be deemed to constitute a quorum”.  Under Section 11.4  any amendments to the proposed amendments are required to be intimated to the Company Secretary in writing not less than four weeks prior to the Annual General Meeting i.e. 26 April.  A 75% vote in favour from those present at the Annual General Meeting is required to pass a special resolution.

In 2013 the SOA AGM on 26th May was not quorate.  There is no indication in the Articles on how to proceed in the event of an AGM being non-quorate, so in 2013 the Board decided, following advice from Harper MacLeod solicitors on how to complete essential business, to reconvene the AGM within four weeks and deem those attending to be a quorum.  In order to avoid this situation arising again, the Board proposes that, in future, those attending a General Meeting, be it an AGM or an Extraordinary General Meeting, are deemed to constitute a quorum.

Downloadable Documents

SOA Articles of Association adopted 2012
SOA Articles of Association adopted 2012

Photo of authorPosted on 10th Apr 14
by Colin Matheson