9th October 2009
By Brian Rennell
The notice of the Extraordinary General Meeting is below. This notice not only deals with the usual matter of receiving a report from the Treasurer and the adoption of the Accounts but also the proposed new constitution of Berkshire. The draft of the new constitution can be found on Berkshires Web Site and of course a copy can be obtained from me in either hard or soft copy, upon request. The main change is that we are moving to a new legal format as recommended by the RFU, namely a company limited by guarantee. The opportunity has also been taken of modernising one or two of the provisions. One change that affects members is the proposal that in future players will not become voting members of the Union, it being principally a Union of Clubs. The approval of the memorandum and articles will require a two thirds majority. General Committee Meeting, 9th November 2009 The notice of the General Committee Meeting which will follow the EGM with Agenda is also shown below. It is hoped this will be attended by those who come to the AGM although voting at that meeting will be restricted to those entitled to vote under the rules. If you wish to raise an item at the General Meeting advise me accordingly. Brian Rennell Honorary Secretary Berkshire County RFU 9th October 2009. Notice is hereby given that an Extraordinary General Meeting of the members of the above named Union will be held on Monday, 9th November 2009 at 7:30pm at Reading RFC, Holme Park, Sonning Lane, Sonning, Reading, RG4 6ST to consider and if thought fit pass appropriate resolutions in accordance with the items set out on the Agenda AGENDA 1. Apologies for absence 2. To receive the report of the Honorary Treasurer 3. To approve the accounts of the Union for Season 2008-09 4. To approve the Memorandum and Articles of Association Limited of Berkshire County Rugby Football Union Limited in the form presented to the meeting and which have been publicised on the Berkshire Web Site 5. To consider and if thought fit pass the attached Resolution to transfer the assets and undertaking to Berkshire County Rugby Football Union Limited. (Copies of the Memorandum and Articles of Association of Berkshire County Rugby Football Union Limited are available on the Berkshire Website www.berksrfu.com and/or on request from the Secretary.) Dated 9th October 2009 Brian Rennell By order of the Committee Honorary Secretary RESOLUTION of BERKSHIRE COUNTY RUGBY FOOTBALL UNION (“the Union”) Distribution of Assets by Reconstruction IT WAS RESOLVED that: 1. the Union distribute its assets by way of a scheme of reconstruction to a Limited company with similar objects to the Union and then dissolve, (the Executive Committee has decided that this resolution shall only be passed if it obtains a majority of two thirds or more of those members present and voting at the EGM.) 2. pursuant to the resolution set out above and having obtained the necessary tax and other required clearances and approvals, the Union would convey, transfer, assign and/or deliver with effect from the date of this Resolution or such later date as the Executive Committee of the Union shall decide ("the Effective Date") to Berkshire County Rugby Football Union Limited ("the Company") and the Company would acquire and take over: (a) all office equipment, vehicles, stationery, books, publications and other stocks, furniture, fixtures and fittings of the Union; (b) the benefit of all subsisting contracts, commitments, engagements, arrangements orders and covenants including the right of the Company to novate the same (subject to the consent of the other parties thereto) and including all book debts due and owing to the Union; (c) the cash in hand and at banks and investments in the name of or held on behalf of the Union (d) the benefit of any policies of insurance existing up to the Effective Date covering any liabilities of the Union taken out by the Union and of any claims pending thereunder; (e) all intellectual property rights together with the benefit and subject to any contracts with third parties for the exploitation thereof; (f) all other (if any) assets liabilities and undertakings including the goodwill of the Union; [and] (g) the funds held by the Union. 3. during the period from the date of passing this Resolution to the Effective Date the business of the Union shall be carried on its normal and usual course by the Union as agent for and on behalf of the Company. 4. completion of the transfer of assets and undertaking shall take place on the Effective Date or at such later date as the Union and the Company may agree whereupon the Union shall cause to be delivered to the Company all the assets hereby agreed to be transferred which are capable of passing by delivery and a duly executed assignment of all the other assets to be transferred hereby not capable of passing by delivery; 5. the assets transferred in accordance with this Resolution are being transferred in their present state and no warranty, condition, term or representation, express or implied, statutory or otherwise, as to the condition, quality, accuracy, performance, merchantability or fitness for intended purpose of the said assets or the existence or extent of any third party rights or claims in relation thereto is given or assumed by the Union and all such warranties, conditions, terms and representations are excluded to the fullest extent permitted by law; 6. the Union shall take all necessary steps and co-operate fully with the Company to ensure that it obtains the full benefit of the assets and undertaking of the Union and shall execute such documents and take such other steps (or procure other necessary parties so to do) as are reasonably necessary or appropriate for vesting in the Company all their rights and interests in such assets and undertaking; 7. on completion of the transfer of the assets and undertaking to the Company, the Union would thereupon dissolve. Chairman Notice of a General Committee Meeting to be held on Monday, 9th November 2009 (after the EGM) at Reading RFC, Holme Park, Sonning Lane, Sonning, Reading, RG4 6ST Agenda 1. Apologies 2. Approval of previous minutes 3. Presidents Report 4. Hon. Secretary Report 5. Hon. Treasurer Report 6. RFU Representative Report 7. Senior Rugby Report 8. Competitions; S West Leagues; English Counties Reports 9. Disciplinary Report 10. Membership Report 11. Referees Report 12. CBRDP/ Youth Report 13. Schools Report 14. RDO Report 15. AOB (at the Chairman’s discretion) i. Berkshire Cup and Plate Draws Dated 09 October 2009 Brian Rennell By order of the Committee Honorary Secretary
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