Notice of Annual General Meeting

28 November 2022

Notice of Annual General Meeting

28th November 2022

The AGM Booklet is now available.

Athletics Northern Ireland (2008)

Company Number (NI059740)

14th November 2022

Notice is hereby given that the Annual General Meeting of Athletics Northern Ireland (2008) (the Company) will be held on Monday 12th December 2022 at 7.00pm in the Bracken Room, of the Dunsilly Hotel, Antrim. The meeting will be in person, however voting by Proxy is permitted (see Note 8).

Please register your attendance in advance no later than Friday 2nd December 2022 so we can adequately cater for numbers. Registration is available here 

Only those who have registered in advance will be admitted to the meeting. (See Note 1)

The AGM is central to the good governance of Athletics NI and the Board is working within the current Public Health Guidelines. If there is any change in Covid-19 restrictions we will advise you.

Ordinary Business of the AGM:

  1. To approve the minutes of the previous AGM held on 24th November 2021 and the minutes of the reconvened AGM held on 16th March 2022.
  1. To receive the Company’s accounts for the financial year ended 31st March 2022 together with the reports of the Directors and the Auditor thereon. (See Note 2)
  1. To appoint the Company’s auditors for the financial year ending 31st March 2023. (See Note 3)
  1. To consider the Membership Fees for the year 2023/24. (See Note 4)
  1. To elect the President and Vice-President(s). (See Note 5)
  1. To elect the Cross Country & Road Running Committee. (See Note 6)
  1. To elect the Track & Field Committee. (See Note 6)
  1. To amend the Articles of Association of the Company as set out below. (See Note 7)

 

8.1 THAT with effect from the conclusion of the meeting the articles of association of the Company be amended by inserting the following as a new definition in Article 1:

Virtually” means by telephone link, video link, or other technology enabling all participants to communicate with one another in real time without being physically present in the same place;

8.2 THAT with effect from the conclusion of the meeting the articles of association of the Company be amended by deleting article 3.7 and replacing it with the following new article 3.7:

3.7 Board Meetings

3.7.1      The Board shall meet at least six times per calendar year at such times and places as it shall from time to time decide (which may be held physically or, where applicable, Virtually), provided that no more than three months shall elapse between meetings.

3.7.2      The Company shall give at least seven days prior written notice of the date, time and venue and, if applicable, the arrangements for accessing the meeting Virtually, of each meeting of the Board, together with the agenda, to all Board Members.  The accidental failure to give notice to any such person shall not invalidate the proceedings at the meeting.

3.7.3      The quorum for all meetings of the Board shall be five (which may be held physically or, where applicable, Virtually).

8.3 THAT with effect from the conclusion of the meeting the articles of association of the Company be amended by deleting article 5.1.1 and replacing it with the following new article 5.1.1:

5.1.1      The Annual General Meeting of the Company shall except in exceptional circumstances be held no later than October in each year at a venue determined by the Board (which may be held physically or, where applicable, Virtually).

8.4 THAT with effect from the conclusion of the meeting the articles of association of the Company be amended by deleting article 5.1.2 and replacing it with the following new article 5.1.2:

5.1.2      The Company shall give at least 14 days prior written notice of the date and venue of the AGM and, if applicable, the arrangements for accessing the meeting Virtually, together with agenda, to all Clubs and Associates who are members and the Secretary of each Committee. The accidental failure to give notice to any such person or body entitled to receive such notice or to advertise within the time stipulated shall not invalidate the proceedings at the AGM. 

 

8.5 THAT with effect from the conclusion of the meeting the articles of association of the Company be amended by deleting article 5.2.2 and replacing it with the following new article 5.2.2:

 

5.2.2      The Company shall within 14 days of receipt of such request fix a date and venue of such meeting and shall give at least 21 days prior written notice of an Extraordinary General Meeting specifying the date, provided that the date shall not be more than 42 days from the date of receipt of such request.  The notice of the Extraordinary General Meeting shall give the venue (which may be held physically or, where applicable, Virtually) of such meeting together with a note of the business to be transacted and shall be sent to all Clubs and Associates who are members.  The accidental failure to give such notice shall not invalidate the proceedings at the Extraordinary General Meeting.

 

8.6 THAT with effect from the conclusion of the meeting the articles of association of the Company be amended by deleting article 6.3 and replacing it with the following new article 6.3:

 

6.3    The quorum for a General Meeting shall be 15 mandated delegates of Clubs and Associates (which may be held physically or, where applicable, Virtually).  If within thirty minutes of the time appointed for the start of the meeting no quorum is present the chair shall adjourn the meeting for 14 days to a suitable place at which time the quorum shall be those mandated delegates representing Clubs or Associates who are present and the Company shall forthwith notify all Clubs and Associates of the date of the adjourned meeting.

 

Questions to the Board

If a member has a question they would like raised at the AGM, it should submitted via email to companysecretary@athleticsni.org by no later than 5pm on 28th November 2022 to ensure that a full response is available.  

Questions will be permitted on the night but a full response may not be available.

 

Requests to Amend Motions

Requests to amend any Motions must be made to companysecretary@athleticsni.org by no later than 5pm on Monday 28th November.

By order of the Board

David Abrahams,

Chair

 

Notes

  1. In acknowledgement that our priority is the safety and wellbeing of our members and staff, attendance at the AGM will be restricted to those who have registered in advance.
  1. Copies of the Company’s audited Financial Statements for the year ended 31st March 2022 are enclosed with this Notice.
  1. The board recommends reappointment of Finegan Gibson for the 2022-23 financial year.
  1. Membership fees for 2022-23

Athletics remains one of, if not the lowest cost of participation sports. It is essential that all clubs pay their membership fees in a timely manner – all club fees are due 1st April annually. Individual fees should be paid to ANI within one month of receipt by any Club.

With a view to supporting a continued recovery and recognizing the current economic climate the board is not recommending an increase in membership fee for 2023/24. This may cause a small reduction in the capacity of ANI to deliver services but it is hoped that changes in strategy will make delivery more efficient.

It is however essential to properly count the numbers participating in the sport and member clubs are asked to register ALL members of their clubs so that everyone is adequately insured for their participation in the sport.

Athletic Ireland is introducing a day license system by way of charging non licensed race entrants. ANI uses a sliding scale of permit fees to recognize unlicensed entrants. This will be reviewed in due course to ensure ANI permit fees are adequate. In the meantime ANI and Athletics Ireland have agreed that Registered members of ANI or Athletics Ireland do not need to pay for an enhanced day permit in the non registered jurisdiction.

Recommended Registration fees for 2023 are:

  • Club Affiliation Fee £120 (no change)
  • Associate Affiliation Fee £ 60 (no change)
  • Senior Athlete Registration £18 (no change)
  • Junior (11-15) Registration £ 6 (no change)
  1. Election of President and Vice-Presidents

Nominations of President and Vice-Presidents are due. Our current President and Vice-Presidents were elected at our AGM in 2020, however as our sport was largely inactive during 2020/21 due to Covid-19, the Board recommended that the term of office of our existing President and Vice-Presidents be renewed until the next AGM.

President: Gerry Carson

Vice Presidents: Trevor Alderdice & John Glover

  1. Nominations to Committees

Nominations to the following bodies are due:

  • The Cross Country & Road Running Committee; and
  • The Track & Field Committee

However, in anticipation of the proposed changes to our committee structure, described below, the Board recommends that the existing committee members retain their positions on an interim basis through to an EGM (expected in March/April 2023).

Proposed changes to committee structure:

The Board has been undertaking a governance review this year to ensure our governing documents are aligned to current best practice and meet the changing needs of our sport. A consultation on proposed changes has begun and a formal presentation will be made to the members at the AGM, with papers distributed in advance. Following consultation and finalisation of the new structure, Clubs will be invited to nominate individuals to all Committees in early 2023.

An extraordinary general meeting will be called in March/April 2023 to consider adopting updated Memorandum and Articles of Association, including agreeing final committee structures.

Nominations pending new structure being adopted

The Board has consulted with the existing Committee members and all have indicated their willingness to remain in post.

  1. Interim amendments to the Company’s Articles of Association

A full review of our constitutional documents including out Articles of Association is underway and we expect to adopt a full new suite of documents at an EGM in March/April 2023. There are some important amendments the Board wishes to make in advance of that EGM.

Under Resolution 8 the Company is proposing to amend its Articles of Association by way of special resolutions to

(i) shorten the notice periods for General Meetings to bring them into line with standard custom and practice; and

(ii) enable remote attendance at board, committee and general meetings. This resolution proposes to amend the articles of association to permit the company to hold virtual and/or hybrid Board/Committee and Member meetings, including AGMs. The board believes that virtual and/or hybrid meetings will allow for greater engagement over the coming years in a way that is more convenient for all.

The full text of the new articles is set out in this notice of meeting.

  1. Proxy Voting

To ensure that our Members can continue to remain engaged with, and play an active role in, this year’s AGM we have arranged for proxy voting and proxy voting forms are attached to this Notice.

As a Member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. Due to Covid-19 restrictions, the Chair of the Board of Directors (or, in his absence, such other Director as the Board may determine) may be appointed to act as your proxy for the meeting.  

All proxies must sent by email to ceo@athleticsni.org and must be received by 12noon on Thursday 9th December 2022.

Registration for AGM

Proxy Voting Form

AGM Booklet 2022