Articles of Association - review as of February 2020

Over the past few months a review of the articles of association has taken place as part of WS5.  The attached document is very much a work in progress and it is also subject to further amendments. 

The majority of the amendments proposed are to ensure defined terms are correctly and consistently used throughout the document, and to deal with any amendments required from various ODG workstreams. 

Also attached is a table explaining the reasons behind the amendments. 

There are a number of articles highlighted in yellow, these are articles that may need amending as a result of the Governance Working Group’s (GWG) recommendations. Below is a brief description of why the highlighted articles may need amending: 

• Articles 6.1, 6.2, 6.3 and 7.1
  It is possible wording to provide for a substitute director may be added to the articles, such a person would need to be bound by articles 6 and 7. 

• Articles 13.5-13.11 and 15.1
  GWG has identified that how votes are actually dealt with at BMC’s AGM does not reflect the provisions in these articles.  This is because a vote on a show of hands means that the number of hands that go up do not need to be counted, but this is what happens at BMC AGMs. 

• Articles 19.2, 30.1, 20.5-20.11, 21.1 and 21.3
  These may require amendments in respect of: how to deal with any person that wants to challenge an incumbent director; the involvement of the Nominations Committee in respect of the appointment and renewal of appointments of directors; the involvement of the Nominations Committee in respect of elected positions. 

• Article 23.1.4
  Amendments may be required if wording for a substitute director is included in the articles. 

• Article 24.7
  May need amending in respect of the quorum stated. 

Finally, there is reference to a new document – the Election Voting Policy. This is currently going through an approval process; it is hoped it will be added to the website in early March.