NOTICE OF AGM

In adherence to the Memorandums and Articles of the Solent Students’ Union, I hereby give notice that the Trustees of the Union have called the Annual General Meeting. Under company law, the trustees ask members to consider a special resolution to formally adopt the new Articles of Association following the five yearly review.

This notice contains the following information:

1. AGM Date, Time & Location:

The AGM will take place on the 12^th March from 2pm in the Students’ Union Den on the East Park Campus of Solent University (SO14 0NF).

If the AGM does not reach quorum it will be rescheduled to 3pm on the same day in the same place.

2. AGM Business:

• Ratification of the AGM minutes from 2019;
• Trustee report of Students’ Union Activity since the last AGM;
• Review of the Students’ Union accounts for 2018-2019;
• Appointment of the Students’ Union’s Auditors;
• Review of the Students’ Union’s Education Act Code of Practice;
• Review of the Students’ Union external affiliations;
• Ratification of the NUS Referendum in 2019;
• A vote on the special resolution to adopt the new Articles of Association;
• Questions to Trustees;
• Voting on any submitted Student Motions.

?3. Details of who is eligible to participate:

All Full Members (as per Bye Law 1.1.1) of Solent Students’ Union are eligible to participate in the AGM.

Associate Members (as per Bye Law 1.1.2), Reciprocal Members (as per Bye Law 1.1.3) and students who have opted out of Students’ Union membership cannot participate in any democratic processes of the Students’ Union.

4. Details of Proxy Voting:

In adherence to article 29.1 of the Solent Students’ Union Memorandum and Articles of Association, Full Members are eligible to vote by proxy. Proxy voters will only be valid if notice is submitted in writing to joshua.whale@solent.ac.uk by 5pm on Wednesday the 11^th of March from a valid Solent University email address. Notice must include:

• Name and address of the member appointing a proxy.
• Signature of the member appointing a proxy.
• Name of person acting as proxy.

The authenticity of proxy voters will be determined in a manner that the Trustees see fit.

Grace Davis

Chair of the Board of Trustees

26th February 2020
 

Enquiries about the AGM should be directed to: joshua.whale@solent.ac.uk

Special resolution to adopt reviewed and updated articles of association under Company Law.

1. The Union articles of association were last reviewed in 2013/2014 and as detailed in our current Education Act Code of Practice, we are required to review them at least every five years.
    
2. The proposed articles were approved by the Union Trustee Board in May 2019. Any changes must also be approved by the University Board of Governors and the members of the Union via special resolution under company law prior to the changes being adopted.
    
3. The University Board of Governors approved the changes to the proposed articles in November 2019.
    
4. The proposed articles are now presented to the members at the AGM to be adopted as a special resolution under company law. This requires a 75% majority to pass.
    
5. The advice from the NUS was not to deviate from the model articles which had been updated in 2017 by Bates Wells & Braithwaite and were available for all affiliated Unions to use.  This ensures that any interpretation issues are easier to resolve in the future.
    
6. In line with the advice from NUS, the new proposed Articles have been drafted using the model articles. The proposed Articles are based on the legal advice in the explanatory notes to retain certain wording from our current articles as we are already a Company Limited by Guarantee and certain updates would constitute a regulatory change which would need specific Charity Commission consent. There are no changes proposed which would require specific Charity Commission consent.
    
7. An additional commitment has been included in section B of the articles on to seek to fulfil our objects in a socially and environmentally responsible manner on advice from the University Board of Governors.
    
8. Article 13 now refers to an annual members meeting rather than an AGM as there is no longer a statutory requirement to hold an AGM. However, NUS recommend that there is an annual meeting of members in order for Trustees and members to communicate but is governed by less stringent rules rather than a formal company law meeting. These rules can be defined in the Bye Laws.
    
9. The proposed articles continue to refer to the President rather than Head of Student Voice to future proof the document and any changes to the role title. This will be clearly defined in the Bye Laws which are more easily changed.

• Proposed Memorandum and Articles of Association for AGM

?These are not currently in effect and will be voted on at the AGM on the 12th March 2020.