Notice is hereby given that the Annual General Meeting (Meeting) of British Society of Gastroenterology (Company) will be held in Hall 8, The International Convention Centre (ICC), 8 Centenary Square, Birmingham B1 2EA, on Wednesday 22nd June 2022 at 6.15pm.
The business to be conducted at the Meeting is set out in the attached Agenda.
At the Meeting, you will be asked to consider and vote on the special resolution below:-
“THAT the Articles of Association of the Company, a print of which is attached, be and are hereby adopted as the Articles of Association of the Company in substitution for and to the exclusion of the existing Articles of Association of the Company.”
For reference, we attach a clean copy of the proposed new Articles of Association, a tracked copy of the proposed new Articles of Association (showing the proposed amendments in track), and a note providing information on the proposed changes.
By order of the Board
Dr Alastair McKinlay, President
British Society of Gastroenterology is a company limited by guarantee, incorporated and registered in England and Wales, with company number 08124892, whose registered office is at 3 St Andrews Place, London, NW1 4LB. It is registered with the Charity Commission with number 1149074.
26 May 2022
NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING
Appointment of proxies
- If you are a member who is entitled to attend and vote at the meeting, you are entitled to appoint a proxy to exercise your rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting. A proxy does not need to be a member of the Company but must attend the meeting to represent you. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
- If you do not state how you wish your proxy to vote on any resolution, on your proxy notice, 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.
Appointment of proxy by post
- The notes to the proxy form explain how to direct your proxy how to vote on each resolution.
To appoint a proxy using the proxy form, the form must be:
- completed and signed;
- sent or delivered to the Company’s registered office; and
- received by the Company no later than 48 hours before the Meeting.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
Appointment of proxies electronically
- As an alternative to completing the hardcopy proxy form, you can appoint a proxy electronically by sending a scanned copy of the completed proxy form to President@bsg.org.uk. For an electronic proxy appointment to be valid, your appointment must be received by the Company no later than 48 hours before the Meeting.
This email address should not be used for any other purposes unless expressly stated.
Changing proxy instructions
- Members may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact Sonja Shackell (firstname.lastname@example.org).
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
Termination of proxy appointment
- A member may change a proxy instruction but to do so you will need to inform the Company in writing by either:
- Sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
- Sending an email to President@bsg.org.uk
In either case, the revocation notice must be received by the Company before the start of the Meeting.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.
Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
- Except as provided above, members who have general queries about the meeting should contact Sonja Shackell (email@example.com), (no other methods of communication will be accepted).
You may not use any electronic address provided either:
- in this notice of annual general meeting; or
- any related documents (including the proxy form),
to communicate with the Company for any purposes other than those expressly stated.