President's Question Time & Company Law Meeting

A ‘Company Law Meeting’, also known as a general meeting, is a formal meeting where the Guild invites all of its members (current, normally registered students) to come together to vote on changes to the Guild’s governing document.

You might not be aware, but the Guild of Students is structured as a ‘Charitable Limited Company’, i.e. any profits (surpluses) the Guild makes don’t go to shareholders as they would in a private company, but go directly into running services for students such as the Guild Advice Service, supporting Student Groups and the upkeep and maintenance of our building.

If you are a current, normally registered student at UoB (and you haven’t opted-out of being a member of the Guild), you will also be what is known as a ‘Company Law Member’ of the Guild. Therefore, certain changes cannot happen at the Guild without your approval. A meeting where all Company Law Members are invited to come together to make a decision is called a ‘Company Law Meeting’.

At the Company Law Meeting planned for Thursday 25th January, you will be voting on whether to approve updates to the Guild’s Articles of Association.

Resolution 1 (Special Resolution)

It is hereby resolved by way of special resolution that, subject to the consent of the Council of the University of Birmingham, the draft Articles of Association available on the Guild’s Website (see above) to be and are hereby approved and adopted as the Articles of Association of the Guild in substitution for and to the exclusion of all existing Articles of Association of the Guild.

The Articles of Association set out the rules according to which a company (so the Guild of Students in this case) must be run and administered. It is a document that provides the Trustee Board with reasonable authority to manage the affairs of the Guild in a professional manner.

Together with the Guild Bye-Laws, the Articles make up the Guild’s governing documents. The Bye-Laws of the Guild contains further information regarding the way the Guild operates, such as how we run Guild Officer elections, recognition of Student Groups, and how our democratic system works. The Articles of Association are a more formal document and outline the composition of the Trustee Board and it’s responsibilities.

The Articles of Association don’t require updating frequently (the current version is from October 2015). However, over time a number of changes in how the Guild operates have taken place, resulting in the Articles now becoming inconsistent with other Guild documents, such as the Bye-Laws (which usually change on an annual basis). To resolve this, we are proposing a number of amendments to the Articles. The key amendments are:

• Adding updates to reflect the Member’s Democratic Process and the Guild’s Scrutiny Panel content in the Bye-Laws.
• Updating language and terminology in line with content in the Guild’s Bye-Laws and adoption of gender-neutral language.
• Updating language on Company Law and legal processes in line with current legislation and policy, following legal advice.
• Updating the process for the Trustee Board to hold a vote of no confidence in Trustees.
• Other areas general housekeeping clarification and updating of language.

The tracked and ‘clean’ (final) versions of the new Articles of Association are available to download.

An updated version of the Articles of Association will allow the Guild to continue to operate correctly and allow the Guild’s governing processes to be aligned with other Guild policies, the Bye-Laws and current UK law. Without these changes, the Guild will have challenges enabling the proper functioning of the organisation.

As a Company Law Member of the Guild, you can appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Company Law Meeting.

If you cannot attend the Company Law Meeting scheduled for Thursday 25^th January 2024 in-person and would like to appoint a proxy to attend and vote on your behalf, please complete the webform below. You can only appoint a proxy by completing either the webform below, or submitting a copy of the paper proxy form (below) in advance of the meeting to the stated address.

Submissions for Proxy Votes will close at 9am on Wednesday 24^th January 2024. After this time, you will still be able to vote on the resolution, but you will need to attend the Company Law Meeting in person on Thursday 25^th January 2024.

If you want to change or revoke your proxy vote, you can do by email to info@guild.bham.ac.uk by 10am on Wednesday 24^th January 2024.

Proxy Voting is a way that you can still have your vote cast for you by someone else (your ‘proxy’), if you can’t, or don’t want, to attend the Company Law Meeting. Instead, you can hand over your vote to someone else, who will vote in the meeting on your behalf.

Via the Web Form below, you can submit your Proxy Vote to someone else. For simplicity, we would recommend that you pass your vote to the Chair of the Meeting, who can then register your vote as either ‘For’, ‘Against’, ‘Abstain’ or 'As the proxy thinks fit' on the resolution. However, you are able to pass your vote to any other person if you would prefer, by giving their full name, and if applicable, their student number in the form below. Note: This does not automatically register your vote, the person you pass your vote to will still need to come to the meeting to vote on your behalf.

Your Proxy will need to show valid photo ID (student or personal) when they attend the meeting.

If you have already submitted your proxy vote and wish to change or revoke it, you can do so by emailing info@guild.bham.ac.uk by 10am on Wednesday 24^th January 2024.

After President's Question Time has finished, we will begin the formal Company Law Meeting. The Chair of the Meeting will bring the meeting to order, and then explain how the meeting will take place, what is being proposed, and how attendees will be able to vote.

Please Note: To attend the President's Question Time Event and the Company Law Meeting, you will need to show a valid Student ID upon arrival. Failure to do so may result in you not being admitted to the meeting.

A ‘Quorum’ (“Kwor-um”) is the minimum number of members that must be present at any meeting to make the proceedings of that meeting valid. The quorum for the Guild to hold a Company Law Meeting is 0.5% of the Company Law Members (Students, the Full-Time Guild Officers and the University). As the number of normally registered students at the University varies over time, this number changes regularly and will be calculated at the time of the vote, however it is approximately 200. This is the number of attendees to the meeting (including those who submit a valid proxy vote in advance) for the decisions made at the Company Law Meeting to be valid.

If you have any specific questions about the proposal to amend the Articles of Association, or how the Company Law Meeting on the 25^th January 2024 will work, please don’t hesitate to get in touch: info@guild.bham.ac.uk