Articles Of Association - Summary for 2019 AGM

Published - 12 Feb 19

There have been a number of updates to the Articles of Association to go to the AGM in 2019. Like in 2018, these will need to be agreed, by special resolution at the AGM, requiring 75% of those members voting, voting in favour.

In addition to tidying up the AoA and removing elements applicable only to the transition period the key changes to the AoA are:

• Adding a specific object to support GB climbing team and indoor climbing.
• Ensuring the rules on Directors payment are appropriately defensive for the BMC.
  • Our legal advice is that by defining the specific circumstances when Directors can be paid protects the BMC against deliberate actions or accidental mistakes.
  • This is further protected by a requirement in the procurement policy that where a Director is selected to provide a service through the normal process it is subject to an additional review by the President, Chair and CEO with advice from the Finance and Audit Committee. 
• Updating the thresholds at which members can raise resolutions or a General Meeting.
• Reducing the defined AGM notice periods.  Though these periods are now set at the legal minimums, the BMC will always aim to notify members as early as possible on all AGM matters.
• Updating the National Council membership articles to define the key principles rather than detailed process.  The process elements have been moved into the new National Council Terms of Reference which is part of the Memorandum of Understanding document set.
• Providing for Areas Officers to make use of digital engagement tools to ensure they are able to more fully represent the members in their Areas.
• Clarifying and strengthening Members ability to hold Area Officers and Representatives to account.
• Clarifying and simplifying Article 19.8 following legal advice and to make it clear the Article includes use of proxy votes