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Annual General Meeting
I am pleased to send you the formal notice and agenda and related documents and information for our next Annual General Meeting, which will be held at 10:30am on 15 January 2023 at the Crowne Plaza Hotel, Bridgefoot, Stratford-upon-Avon CV37 6YR.
The formal notice and agenda for the Annual General Meeting is set out in Appendix I to this letter. As you will see, in addition to usual matters, the business of the Annual General Meeting includes a special resolution to adopt new articles of association and, subject to the adoption of the new articles, an ordinary resolution to adopt new Rules. It also includes an ordinary resolution to give effect to the results of a ballot for the selection of new directors.
The new articles and Rules
Changes to the Club’s current articles and Rules are needed in relation to how directors of the Club are appointed and the use of proxy notices in order to take account of concerns expressed by members over the summer. As is good practice, however, the Interim Board has also reviewed the current articles and Rules more generally and is proposing some additional changes.
A summary of the principal differences between the Club’s current articles and Rules and the new articles and Rules is set out in Appendix II to this letter. As you will see, in addition to new provisions permitting directors to be appointed by ballot of the members and changes relating to proxy notices, the differences include an update of the Club’s objects, new limits on directors’ powers and changes which will affect joint members and members whose registered address is outside the United Kingdom and Ireland. If you are a joint member and/or an overseas member, your attention is particularly drawn to paragraphs 12 and 15 of Appendix II, which contain important information about transitional arrangements and actions you may wish to take.
Copies of the new articles and Rules are available on the Club’s website at https://mercedes-benz-club.co.uk/club-news/vacancies-for-club-board-directors downloaded here and can also be inspected at the Club’s registered office by appointment with the Membership Secretary.
Appointment of new directors
The new articles and Rules will, if approved by members, only take effect from the conclusion of the Annual General Meeting. This means that under the terms of the current articles all the members of the Interim Board will stand down at the Annual General Meeting and new directors need to be appointed with effect from that time.
As you will be aware, the Club has already invited eligible members to put themselves forward for appointment as directors and the names of the candidates going forward to a ballot of members are being published today. The outcome of the ballot will not of itself have legal effect because the new articles will not be in force at its conclusion, and therefore in order to give effect to the outcome, members are being asked to appoint the successful candidates by ordinary resolution at the Annual General Meeting.
It is not possible to specify the successful candidates by name in the ordinary resolution set out in the accompanying notice of Annual General Meeting because the outcome of the ballot will not be known until around 10 January 2023 and therefore after the date of this letter. Instead, the Club intends to publish their names on the Club’s website at https://mercedes-benz-club.co.uk/club-news/vacancies-for-club-board-directors on or around 10 January 2023 and to confirm this information at the Annual General Meeting.
The resolution appointing the new directors makes provision for their terms to be staggered. In keeping with both the current and the new articles, which have the effect that a director’s term of office cannot exceed 3 years unless he or she is reappointed by the members, the new directors will therefore between them stand down on 30 November in 2023, 2024 and 2025. The date of 30 November has been chosen in order to avoid future ballots running over the Christmas and New Year period and with a view to successful candidates appearing at annual general meetings shortly after their appointment.
The number of directors standing down in each of the three years will be one third of the total number of directors appointed, or the nearest number to one third if the total number is not divisible by three (rounded down in 2023 and up in 2024). Who stands down when will, unless the new directors agree among themselves, be determined by lot.
Directors’ report and financial statements
The directors’ report and financial statements for the year ended 31 March 2022 are set out in Appendix III to this letter. The receipt of the report and financial statements by members forms part of the business of the Annual General Meeting.
Yours faithfully
Ian Keers OBE
Interim Chairman
Registered Office:
30 Scotgate
Stamford
PE9 2YQ
The Mercedes-Benz-Club new Rules
The Mercedes-Benz-Club new articles
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