Notice of Annual General Meeting

Published on line 19:30hrs on 27.09.2023

Notice is hereby given that the Annual General Meeting of International Optimist Class Association (UK) Limited (Company) will be held at Parkstone Yacht Club, Pearce Avenue, Parkstone, Poole, Dorset BH14 8EH on Saturday, 14 October 2023 at 3.00pm.  

Please note that if any boat competing in the 2023 End of Season Championships is not ashore at 2:30pm on Saturday, 14 October 2023, the Chair intends to postpone the meeting to an appropriate later time on the same day and in the same place.  Notice of any revised time will be given on the Telegram App (available for download at https://telegram.org) using our "Broadcast" group which, once they have downloaded the Telegram app, all members may join by using this link: https://ioca.uk/broadcast

Ballot for the appointment of Regional Training Officer

At the Meeting, you will be asked to cast your ballots in a secret ballot (pursuant to article 13.6 of the Company’s Articles of Association) to appoint one of the following as an Officer on the Committee in the position of Regional Development Officer:

• Carren Bell
• Alex Davey

Amendment to Articles of Association (Special Resolution)

At the Meeting, you will also be asked to consider and vote on the resolution numbered 1 below which will be proposed as a Special Resolution:

1. That the Articles of Association of the Company be amended to include the following new Article 12.10:

“12.10 If, after the sending of the notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held, the board of Directors, in its absolute discretion, considers that it is impracticable or unreasonable for any reason to hold a general meeting on the date or at the time or place specified in the notice calling the general meeting, it may postpone the general meeting to another date, time and/or place.  No new notice of the general meeting need be sent but the board of Directors shall take reasonable steps to ensure that notice of the change of date, time, place of the postponed meeting appear at the original time and place. When a general meeting is so postponed, notice of the date, time and place of the postponed meeting shall be given in such manner as the board of Directors may, in its absolute discretion, determine. No business shall be transacted at any postponed meeting other than business which might properly have been transacted at the meeting had it not been postponed. Notice of the business to be transacted at such postponed meeting shall not be required. If a general meeting is postponed, the appointment of a proxy will be valid if it is delivered and received as required by these Articles not less than 48 hours before the time appointed for holding the postponed meeting.”

Appointment of Other Committee Members (Ordinary Resolutions)

At the Meeting, you will also be asked to consider and vote on the resolutions numbered 2 to 14 below, all of which will be proposed as Ordinary Resolutions:

1. To reappoint Sarah Gosling as an Officer on the Committee in the position of Chair.
2. To reappoint Stephen Wright as an Officer on the Committee in the position of Vice-Chair.
3. To reappoint David Davies as an Officer on the Committee in the position of Secretary.
4. To appoint Richard Bourke as an Officer on the Committee in the position of Treasurer.
5. To appoint Will Welfare as an Officer on the Committee in the position of Technical Officer.
6. To appoint Rob Garlick as an Officer on the Committee in the position of Safety Officer.
7. To reappoint Andy Ramus as an Officer on the Committee in the position of Marketing & Communications Officer.
8. To appoint Victoria Perratt as an Officer on the Committee in the position of Teams Officer.
9. To appoint Fanny Rogers as an Officer on the Committee in the position of Deputy Teams Officer.
10. To appoint Andy Byrne as an Officer on the Committee in the position of National Training Officer.
11. To reappoint Jono Pank as an Officer on the Committee in the position of Assets and Equipment Officer.
12. To reappoint Filippo Di Salle as an Officer on the Committee in the position of Volunteers Officer.
13. To appoint Alex Keegan as an Officer on the Committee in the position of Child Welfare Officer.

Notes to the Notice of Annual General Meeting

1. 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 all or any of your rights to attend, speak and vote at the meeting.  Your proxy may also cast your ballot in the secret ballot.  If you wish to appoint a proxy, you should request a proxy form from the Company Secretary at secretary@optimist.org.uk.  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 any notes to the proxy form. 

If you do not give your proxy an indication of how to cast your ballot or how to vote on any resolution, your proxy will cast the ballot, 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.  The notes to the proxy form explain how to direct your proxy how to vote on each resolution and cast your ballot.

1. Appointment of proxy by post

To appoint a proxy using the proxy form, the form must be completed and signed, sent or delivered to the Company at its registered office, and received by the Company no later than 3pm on 12 October 2023 (or, if the meeting is postponed, no later than 48 hours before the time appointed for holding the postponed meeting).

1. Appointment of proxy by email

As an alternative to delivering the hard-copy proxy form by post, you can appoint a proxy electronically by completing the hard-copy proxy form and sending a legible image of that form by email to the Company Secretary at secretary@optimist.org.uk. For an electronic proxy appointment to be valid, your appointment must be received by the Company no later than 3pm on 12 October 2023 (or, if the meeting is postponed, no later than 48 hours before the time appointed for holding the postponed meeting).

1. 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 applies 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 the Company Secretary at secretary@optimist.org.uk. 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.

1. Termination of proxy appointment

A member may terminate 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; or
• sending an email to the Company Secretary at secretary@optimist.org.uk. 

In either case, the revocation notice must be received by the Company no later than 3pm on 12 October 2023 (or, if the meeting is postponed, no later than 48 hours before the time appointed for holding the postponed 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.

1. Communication

Members who have general queries about the meeting should contact the Company Secretary at secretary@optimist.org.uk (no other methods of communication will be accepted).