Notice is hereby given that an extraordinary general meeting (EGM) of IIC will be held on Tuesday 25 January 2022 at 6pm (GMT).
In accordance with Article 42 permitting Hybrid General Meeting, this EGM will be at a physical location where simultaneous participation will also be enabled via an electronic platform (Zoom).
Members are invited to participate in the EGM via a live webcast, which you will be able to access by a Zoom link which we will send shortly before the event, as well as making available to eligible members by logging into the IIC website.
You will be asked to consider and vote on the resolution below, which is proposed as a special resolution: To consider and if thought fit, to pass a Special Resolution THAT with effect from the conclusion of the Meeting, the Articles of Association produced to the Meeting, (the “New Articles”) by the Chair of the Council be adopted as the Articles of Association of the Company in substitution for, and subject as set out in the final paragraph of the Explanatory Note below, to the exclusion of, the existing Articles of Association (the “Existing Articles”).
Order of the Council Jane Henderson
20 December 2021**
This notice was sent to all eligible members on 20 December 2021.
Explanatory Note to the resolution:
In summary, the changes seek to update the Existing Articles so that they are more in line with the precedent articles recommended by the Charity Commission, as well as to remove any historic references subsisting in the Existing Articles that are no longer relevant.
Further, the New Articles seek to clarify the various roles of members of the Council and provide for election by Members to certain roles and appointment by the Council to others, establishing in each case procedures to ensure that the members of Council have, where relevant, the specialist expertise or particular experience necessary. In particular, a Talent and Participation Committee (the “T&PC”) will be set up with a mandate to diversify membership of the Council and its committees, to seek out a broad range of competent candidates and to verify their credentials. The amendments also enhance Council’s flexibility to create committees to help undertake the general business of the Company efficiently and in such a way as to broaden diversity of participation.
Notwithstanding these changes, the current composition of the Council will continue, and it will operate according to the provisions of the current Articles until the relevant appointments and elections pursuant to the New Articles have taken place, which is anticipated to be at the first AGM following adoption of the New Articles.
How to vote
Honorary Fellows, Fellows, Individual and Early Career Members of the Company in good standing (that is, having paid their IIC membership fee for 2021-2022) are able to vote at the EGM. There are three ways to vote:
- by joining the meeting by videoconference - sign up to let us know you will be attending here.
- logging into an IIC member account online and using the online ballot form, which will be live, and can be used for voting in advance, until Monday 24 January 2022 at 6pm (London time); or
- by voting in advance using the pdf form available here, which once completed, can be sent to IIC by email to email@example.com.
Individual and Eary Career members, Fellows and Honorary Fellows may appoint a proxy to exercise all or any of their rights to electronically attend, ask questions and vote on their behalf at the EGM. The ballot and proxy form can be returned by email to firstname.lastname@example.org.
Please remember that this form must reach the Institute 24 working hours before the meeting, that is by 6pm (London time) on Monday 24 January 2022 at the latest; votes and proxies received after then will not be counted.
If you intend to vote at the EGM on 25 January 2022 you should not, of course, make use of the online ballot or proxy voting form in advance and if you use the online ballot please do not send or email in a scanned ballot form.
Attending the EGM Online
To help us facilitate your attendance we would be grateful if you could fill in this form so that we can make sure you are sent a meeting link to join the EGM online. The registration form will close on Monday 24 January 2022 at 6pm.
Documents for review and for voting
** A date error was included on the email notification sent to members, which referred to the year of issue by order of Council as 20 December 2022. The date is correct on the formal notice displayed here as 20 December 2021.
*** A correction has been made to the explanatory note on 18th January 2022, as follows:
A copy of the New Articles proposed to be adopted, marked to show the changes against the previous version, is available to view at the foot of this page.
A copy of the New Articles proposed to be adopted is available to view at the foot of this page. A copy of the Existing Articles is available to view here.