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Notice of General Meeting
Notice of General Meeting 11am Monday 26th April 2010 at OCN NI
I wrote to you in mid February 2010 explaining that with the advent of the new charities legislation in Northern Ireland and the Company Act 2006 OCN NI was taking this opportunity to update and regularise its Memorandum & Articles of Association (M&A). I followed this with a note sent out at the end of March giving the date of the General Meeting and the proposed Special Resolution.
The Special Resolution to be proposed at the EGM is as follows:
“That the attached Memorandum and Articles of Company are adopted as the Memorandum and Company for OCN NI Limited immediately on the passing of this special resolution on 26th April 2010”.
New Memorandum & Articles of Association-
The proposed new M&A are the same as those consulted upon. They provide for the general governance of the company that is OCN NI and provide a firm basis for taking the governance process forward. They do however make some changes. The major changes are to provide the board with the powers to create classifications of members and to remove the articles that require a certain number of the board to be drawn from a particular sector. The new proposed M&A also make explicit the powers of the board to recruit to the board. The last major change removes the current membership structure and provides for the board to create a new membership structure if required.
Please find attached with this letter note a copy of the proxy form with explanatory notes.
click to openIn addition if any one wishes to speak to me personally on this or any other matter then please don’t hesitate to contact me. My email is bclarke@ocnni.org.uk and my mobile is 07500081878. The revised M&A, the original consultation letters are also available on our website (see below).
The proxy form can be returned by fax, post or email. Please return them FAO Company Secretary. Thank you for your help and consideration in this matter.
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Consultation on proposed changes to OCN NI Memorandum & Articles of Association (M&A)
As part of its governance review and following the introduction of the Charity Commission into Northern Ireland, the Board of OCN NI is proposing to change its M&A to meet OCN NI future needs. At the bottom of this page you will find a letter outlining the proposals, a copy of the existing M&A and the proposed revised M&A. The letter also contains a link to a survey for feedback, which is repeated here.
http://www.surveymonkey.com/s/RJG6LXD
This consultation phase will last until the 19th March 2010.
Governance Review and OCN NI-An Overview
As I am sure you are aware with the advent of the new Charity Commissioner in Northern Ireland and the full implementation of the Company Act 2006, many voluntary and community organisations are taking steps to modernise their Memorandum & Articles of Association (M&A). OCN NI is doing exactly this and we are also using this as an opportunity to consult on the proposed new M&A prior to presentation at a General Meeting. The proposed M&A are based entirely on the model M&A released in October 2009 by the Charity Commissioners which in turn are compliant with the final implementation of the 2008 Company Act.
New Memorandum & Articles of Association
The proposed new M&A are very similar to the existing ones. They provide for the general governance of the company that is OCN NI and provide a firm basis for taking the governance process forward. They do however make some major changes and it is important that these are outlined. The major changes are to provide the board with the powers to create classifications of members and to remove the articles that require a certain number of the board to be drawn from a particular sector. The new proposed M&A also make explicit the powers of the board to recruit to the board. The last major change removes the current membership structure and provides for the board to create a new membership structure if required.
The proposed new M&A, based on the Charity Commission model and compliant with the Company Act 2006, provide the opportunity for Directors of the company to establish classifications of membership although they are not required to. If however the board does decide to establish a classification of membership e.g. individual membership, a change to such a classification can only happen at the agreement of the members within that classification. Equally the board may decide in the future to create a classification of membership that is focused on Access Programmes and once established there can be no change to that classification without the express agreement of that group.
The capacity to create classifications of membership provides OCN NI with an opportunity to go further in its flexibility to meet the changing and challenging demands of learning and development sector experiencing massive upheavals. It also provides the board of OCN NI with a capability to respond more quickly to fluid markets and funding changes and to ensure the continued existence of not only the OCN NI itself but also the work we engage in with our learning providers and our learners.
A second key part of the changes means that OCN NI will no longer be a company which is established by a list of members who are not the Board of Directors. Membership of the new M&A will be limited in the first instance to the existing board. The existing board will, on adoption of the new M&A and the relevant proposal at the EGM, become the members. They will then meet to elect their Chair and to move towards recruiting new members of the board using the new procedures of open application, interview and selection. The objects of the OCN NI are also revised. These continue to focus on our learning and development role and make explicit our focus on disadvantage and inclusion.
These are significant changes for OCN NI and necessary ones. They address the uncertainty surrounding previous M&A and categories of membership. It brings OCN NI in line with the latest developments in company legislation and charity law. It creates a basis for much wider and more comprehensive stakeholder engagement and puts in place a transparent process for serving on the board of OCN NI.
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(click to download) Memorandum Articles Letter Final Draft |
(click to download) Proposed revised Memorandum & Articles of Company OCN NI |
(click to download) Existing Memorandum & Articles of Company OCN NI |
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