British Taekwondo

AGM FAQs ahead of meeting 9th December

AGM FAQs

30th October 2017

With just over a week to go to the AGM on Saturday 9th December in London, we thought we would send out some additional information to clarify some questions we have received.

As a quick reminder, additional information here –

Pre-Meeting Questions 

According to the BT M&A’s to be a BT Full Member a Club must have 20 currently valid registered members at the time of the AGM. How will this be measured within the new Hub and for the AGM?

When we receive the proxy form, we will be using The Hub to check that all relevant records against that voting member are correct and that the specific Member Group or Full Member Club is entitled to vote.

We will validate voters in the week before the AGM and feedback to members if there are any records that need updating.

We will also be checking validation of voting members on the day of the AGM.

According to the BT M&A’s, there is no limit to the number of Proxy Votes a single AGM attendee can hold.

If you are a valid voting member, wish to vote but cannot attend you are able to vote ‘by proxy’.

You must use the Form of Proxy to do this.

You can give your proxy vote to whoever you wish. As before, your representative or proxy does not need to be a member of your Club or Group, so long as he or she has been properly authorised to attend and vote on your Club or Group’s behalf.

The Form of Proxy also enables you to provide special directions as to how to vote on the resolutions proposed at the meeting or leave them free to vote as they think fit.

Individuals who are acting as ‘proxies’ and carrying proxy votes on behalf of someone else are requested to bring a copy of their completed Form of Proxy to the meeting.

To register a Proxy Vote in past years, we needed to submit copies of the Proxy Form, our Membership Slip and our Club Registration Certificate. According to the BT News Announcement of the AGM on 10/11/17 Members are instructed that they need only submit the Form attached to register a Proxy voter.

When we receive the proxy form, we will be using The Hub to check that all relevant records against that voting member are correct and that the specific Member Group or Full Member Club is entitled to vote.

We will validate voters in the week before the AGM and feedback to members if there are any records that need updating.

We will also be checking validation of voting members on the day of the AGM.

To register to attend the AGM in past years, we needed to submit copies of a Registration Form, our Membership Slip and our Club Registration Certificate. According to the BT News Announcement of the AGM on 10/11/17 Members are instructed that they need only submit the Form attached to register attendance.

There are two types of member who carry a vote at the AGM:

1) Group Member

Each Group Member carries one vote.

2) Full Member Clubs

These are clubs. Must have been a member of British Taekwondo for more than one year, the lead instructor and club must have a fully valid membership to British Taekwondo, and they must have 20 or more individual members. This Club must be either a Full Member as approved by the Board, or have been approved as a Provisional Member more than one year ago and automatically have become a Full Member thereafter”.

Each Full Member Club carries one vote.

Registering to attend

Because Member Groups and Club Full Members are (by definition) organisations composed of individual members or groups of clubs, they will need to identify and appoint an individual to act on their behalf if they wish to attend, speak or vote at the AGM.

For this purpose, all Full Members and Group Members are respectfully requested to use the Form of Proxy and send it into British Taekwondo seven days in advance of the meeting (Saturday 2nd December 2017).

The Notice states that ‘’Proxies are also requested to bring a copy of their duly completed proxy notice to the AGM.’’

Because Member Groups and Club Full Members are (by definition) organisations composed of individual members or groups of clubs, they will need to identify and appoint an individual to act on their behalf if they wish to attend, speak or vote at the AGM.

For this purpose, all Full Members and Group Members are respectfully requested to use the Form of Proxy and send it into British Taekwondo seven days in advance of the meeting (Saturday 2nd December 2017).

Please also ensure that your representative brings a copy of their ‘Form of Proxy’ with them and personal ID so we can ensure proper identification of attendees.

Please note, your representative does not need to be a member of your Club or Group, so long as he or she has been properly authorised (in accordance with your own rules and regulations) to attend and vote on the Club or Group’s behalf.

The voting procedure defined in the M&A’s refers to ‘a show of hands’ however this was not the precedence set at the 2016 AGM where secret hard copy ballot paper votes were used for voting.

Article 28 describes the voting process as below. This will be followed.

Article 28

At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands by the Full and Group Members present in person or by proxy and entitled to vote, unless a poll is, before or upon the declaration of the result by the show of hands, demanded by the chair of the meeting or by at least one Full or Group Member present in person or by proxy. A declaration by the chair of the meeting that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn.

President must be confirmed by an ordinary resolution of the Members at the AGM. The AGM notification does not agenda this vote (also see question 8)

There is no resolution to appoint a President at this time. There was a nomination at the 2016 AGM which was not endorsed by the voting membership.

The President must be filled by a Non-Executive Director as nominated by the Board and approved by the members at the next AGM. (M&A’s Clause 35(b))

Please define which NED is nominated to be the next President. Note that according to the M&A’s the Board must have a Chair, a Finance Director and Three other NEDs. The President cannot, therefore, be the Chair or the Finance Director. i.e. we must have a Chair and a President.

WT recently announced and congratulated Mr Jon Smith as President of BT at the General Assembly in Muju, therefore, was something done or was this a communication error?

As above there is no nomination for President at this upcoming AGM. Jon Smith takes the role of the Chair.

The M&A’s were updated on the BT website on 12th November 2017. This is post the AGM Notification date of 10th November. Have changes been made?

The Articles published and in place are those adopted at the AGM in November 2016

The membership was unaware of the recent BT NED opportunity, please could you clarify.

The Board were keen to have Poomsae representation within the Board amount the Taekwondo Non-Executive Directors to give this part of our organisation more of a voice. Particularly given that the Taekwondo Directors at that time were both particularly Kyorugi focussed. A number of potential candidates from within Poomsae were identified and invited to interview. A recommendation was put to the Board, and an appointment was made. That appointment is now being bought for ratification by Ordinary Resolution as per The Articles. See below:

Any non-executive director appointed pursuant to Article 34 (b) shall remain in office until the next Annual General Meeting of the Company at which time his appointment will be required to be approved by ordinary resolution of the Members.    

Mr Usman Dildar is proposed as a Vice President of the Company. Originally, he was proposed as a VP but not as a Board member. Is Mr Dildar now joining the Board?

Mr Dildar is not joining the Board. Article 35A describes the role of Vice Presidents.  It is stated that: ‘For the avoidance of doubt, a person appointed to the role of Vice-President will not, merely by their appointment to that role, be a member of the Board (see below)’

Article 35A

In addition, the Company shall have one or more Vice-Presidents, which role(s) (a)shall exist for the purposes of consistency with the Statutes of the European Taekwondo Union only. Such role(s) shall be filled by non-executive director(s) or by Individual Member(s) of the Company. The Board shall decide whom shall fill the role(s) of Vice-President, subject to approval by ordinary resolution of the Members at the next Annual General Meeting. For the avoidance of doubt, a person appointed to the role of Vice-President will not, merely by their appointment to that role, be a member of the Board (although, as mentioned, a person who is already a non-executive director, and therefore already a member of the Board, may be appointed to the role of Vice-President). 

Does the CEO’s position require the approval of the Membership?

The CEO position is an appointed, employed position and does not require approval of the membership

 

PLEASE NOTE THAT DEADLINE FOR THE PROXY VOTE IS – SATURDAY 2nd DECEMBER

AGM_FORM OF PROXY