Empowering Members to Elect their Board

An incorporated charity with members:

a) Each year a third of the board retires, two thirds continue and because there are vacancies, and no one opposes, those who retired are reappointed. The board does not change. This might discourage new trustees.

Is there a better way? Is there a way that would only appoint trustees who were elected by a majority ballot of members and make sure that you always had at least 3 trustees? If so what might the wording be?

b) Article 33(2), below. What might the particulars comprise in “stating the Particulars”

c) Article 38, below. Could this mean that a director (unpopular with the members) could retire at an AGM, avoiding not being elected by the members, only to be reappointed by the board the next day?

===== Extract from Mems and Arts===========

30. At the first annual general meeting all the trustees shall retire from office, and at every subsequent annual general meeting one third of the trustees who are subject to retirement by rotation or, if their number is not a three or a multiple of three, the number nearest to one third shall retire from office: but, if there is only one trustee who is subject to retirement by rotation he shall retire.

31. Subject to the provisions of the Act, the trustees to retire by rotation shall be those who have been longest in office since their last appointment or reappointment, but as between persons who became or were last reappointed trustees on the same day those to retire shall ( unless they otherwise agree among themselves ) be determined by lot.

32. If the Charity at the meeting at which a trustee retires by rotation, does not fill the vacancy the retiring trustee shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the trustee is put to the meeting and lost.

33. No person other than a trustee retiring by rotation shall be appointed or reappointed a trustee at any general meeting unless: (1) he is recommended by the trustees; or (2) not less than fourteen nor more than thirty-five clear days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the Charity of the intention to propose that person for appointment or reappointment stating the particulars which would, if he were so appointed or reappointed, be required to be included in the Charity’s register of trustees together with a notice executed by that person of his willingness to be appointed or reappointed.

34. No person may be appointed as a trustee (1) unless he has attained the age of 18 years; or (2) in circumstances such that, had he already been a trustee, he would have been disqualified from acting under the provisions of Article 38.

35. Not less than seven or more than twenty-eight clear days before the date appointed for holding a general meeting notice shall be given to all persons who are entitled to receive notice of the meeting of any person ( other than a trustee retiring by rotation at the meeting ) who is recommended by the trustees for appointment or reappointment as a trustee at the meeting or in respect of whom notice has been duly given to the Charity of the intention to propose him at the meeting for appointment or reappointment as a trustee. The notice shall give the particulars of that person which would, if he were so appointed or reappointed, be required to be included in the Charity’s register of trustees.

36. Subject as aforesaid, the Charity may by ordinary resolution appoint a person who is willing to act to be a trustee either to fill a vacancy or as an additional trustee and may also determine the rotation in which any additional trustees are to retire.

37. The trustees may appoint a person who is willing to act to be a trustee either to fill a vacancy or as an additional trustee provided that the appointment does not cause the number of trustees to exceed any number fixed by or in accordance with the Articles as the maximum number of any trustees. A trustee so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the trustees who are to retire by rotation at the meeting. If not reappointed at such annual general meeting, he shall vacate office at the conclusion thereof.

38. Subject as aforesaid, a trustee who retires at an annual general meeting may, if willing to act, be reappointed.

As Companies Limited by Guarantee no longer have to hold an AGM, what do you suggest are sensible alternatives for handling the issue of re-election of directors?

I am interested in how best to handle this, or what the sensible choices are where the only members of the Limited Company are the current Directors.

If the company still wants to hold an AGM, can it ignore the old requirements of it being held within 15 months of the last one, and one in each calendar year?