Notice of the National Union of Students (United Kingdom) Company Law meeting
& Notice of the NUS Services Participants Meeting
Dear Constituent Member
I am writing to advise you that the Board of NUS UK have decided to call a Company Law meeting.
As you may know, NUS is constituted as a company limited by guarantee, with a constitution known as its Articles of Association (Articles) in which students’ unions affiliated to NUS are the voting members, known as its Constituent Members (Articles 12-15).
Under Article 120 the Trustees may call a Company Law Meeting at any time. Under the Companies Act 2006, this meeting is considered a general meeting of members, and the provisions in that Act for calling this type of meeting apply.
Under Article 142 of the NUS UK Articles of Association any amendments to the articles require a resolution to first be passed at National Conference with a two thirds majority. No such resolutions were passed at the National Conference 2018, and therefore no resolutions which would require an amendment to the Articles of Association may be passed at this meeting.
This letter gives you notice that a Company Law Meeting of National Union of Students (United Kingdom) (NUS UK) (Company number 08015198) will be held at 14:30 on Thursday 10 May 2018 at Riley Smith Hall, Leeds University Union, 4 Lifton Place, Leeds LS2 9JZ.
You will be asked to consider and vote on the ordinary resolutions. Under Article 134 of NUS UK Articles of Association, ordinary resolutions to be proposed at a Company Law meeting may be amended by ordinary resolution if:
a). A Constituent Member gives written notice of the proposed amendment to NUS UK not less than 48 hours (excluding Saturdays, Sundays and Public Holidays), before the meeting is to take place (or at a later time as the chair of the general meeting may decide)
b). in the reasonable opinion of the chair of the meeting, the proposed amendment does not materially alter the scope of the resolution.
REPRESENTATIVES WISHING TO ATTEND THE MEETING
If you are an unincorporated organisation, under Article 15.1, your nominated representative may attend speak and vote at the meeting on your behalf. If you have not done so already, you may inform NUS UK of the name of your nominated representative in writing via email to firstname.lastname@example.org before 14:30 on Tuesday 8 May 2018.
If you are an incorporated organisation, under Article 15.2, your authorised representative may attend speak and vote at the meeting on your behalf. If you have not done so already, you may inform NUS UK of the name of your authorised representative in writing by email to email@example.com before 14:30 Tuesday 8 May 2018, provided that you have supplied evidence of the appointment in accordance with Article 15.2.
If your nominated representative or authorised representative cannot attend, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting. A proxy does not need to be a Constituent Member but must attend the meeting to represent you. You can only appoint a proxy using the procedures set out in this letter.
If you wish to appoint a proxy other than the chair of the meeting, insert their full name in the attached proxy form. If you leave this space blank, the chair of the meeting will be appointed your proxy. If you appoint as your proxy someone other than the chair, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the chair and give them the relevant instructions directly
To direct your proxy how to vote on the resolutions, mark the appropriate box on the proxy form with an "X". If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting, including a motion to adjourn.
You cannot submit a vote in advance of the meeting.
If you wish to appoint a proxy, we must receive written notice by completion of this form by 14:30 on 8 May 2018. You may change your proxy instructions by submitting a new form by the deadline. Only the last form to be submitted by the deadline will be valid.
Appointment of a proxy does not preclude your nominated or authorised representative from attending the meeting and voting in person. If you have appointed a proxy but your nominated or authorised representative attends the meeting in person, your proxy appointment will automatically be terminated.
I hope you will participate in this Company Law Meeting.
If you have any questions about this process, please contact us by email at firstname.lastname@example.org
Shakira Martin National President and Chair of NUS UK Board.
The NUS Services Participants Meeting will also take place on the afternoon of 10 May at Leeds University Union.
The deadline for resolutions is also Friday 20 April at 9am
The deadline for references back of the NUS Services Company Plan is Friday 4 May at 9am
All resolutions, references back and questions relating to the Company Plan should be sent to email@example.com