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TMSA AGM Notice - Update!

Notice of Traditional Music & Song Association of Scotland AGM 2012



Notice of Traditional Music & Song Association of Scotland AGM 2012

The re-arranged Annual General Meeting of the TMSA will be held on:

Saturday 8 December
3.30 – 4.30pm
The Alexandra Hotel, The Parade, Fort William, PH33 6AZ

As we unfortunately did not have a quorum for our AGM in Perth on 27th October, we have
re-arranged it to take place before the Scots Trad Music Awards in Fort William.

The venue is close to both Railway and Bus Stations, and parking areas.

As per the agenda on this notice, election and re-election of directors will take place at the AGM. Information on the election process is included.

If you are attending the AGM, please ensure that you bring your membership card or a note of your membership number with you. In the event of a vote it may be necessary to verify that you are entitled to vote.

If you are unable to attend and wish to provide a proxy vote, please complete and sign the relevant section on the page overleaf and ensure that your proxy brings this with them to the AGM.


AGENDA for TMSA AGM on Saturday 8 December, 3.30pm

Tea & coffee available from 3.00pm

1. Welcome from Douglas Craik, National Convener
2. Apologies for Absence
3. Minutes of the AGM 2011
4. Convener’s Report
5. Secretary’s Report
6. Presentation of Annual Report & Accounts
7. Elections to the Board (10 General Directors positions are available)
8. Election of Convener
9. Election of Treasurer
10. Election of Secretary
11. Appointment of Auditors/Independent Examiner
12. Nomination of Honorary Members
13. Motion to amend the Memorandum and Articles of Association (see separate sheet)
14. Any Other Competent Business


Election of Directors

This year, there are 10 places available on the Board of Directors. Nominees for election must have been TMSA members for at least one year (since November 2011). We can receive nominations, in the style suggested below, by post or email, no later than Wednesday 5 December 2012 to the National Office postal or email addresses, or in person at the AGM.

In the event of more nominations than there are vacancies, there will be an election by elimination on the day of the AGM, and proposers will speak in support of their nominee.

Director Nomination:


I _________________________________________________ (PRINT NAME), wish to nominate


_________________________________________________________ (PRINT NAME)

for election to a General Director position of the TMSA.


Signed________________________________________ Member Number:________


Seconded_____________________________________ Member Number: ________


I ________________________________(NOMINEE PRINT NAME) confirm that I am willing to

accept this nomination.


Signed _____________________________ Member Number: ________

-----------------------------------------------------------------------------------------------------------------------

Proxy Vote Form

I_______________________________________ (Member No. _________ ) authorise


_______________________________________ (Member No. _________ )

to act as my Proxy Vote at the TMSA AGM on Saturday 8 December 2012


Signed _________________________________________________

The person you nominate as a proxy on this form does not need to be a member of the TMSA however they may be asked to show this slip as proof of their entitlement to vote.

Should any vote be necessary details will be posted on the website by Wednesday 5 December so that you can instruct your proxy on how you wish them to vote.
Proposed changes to the Memorandum & Articles of the TMSA
As per the governing document of the organisation, the Board are proposing the following changes at the upcoming AGM:

A)
Original:
3. Categories of Member
There shall be four categories of membership:
Honorary Granted by vote of members at an Annual General Meeting
Individual On application
Family Any two adults residing at the same address
Any two adults and all children under the age of 18 years residing at the same address
Any adult and all children under the age of 18 yrs residing at the same address
Affiliate Any voluntary association or organisation with objects similar to clause 3 of the memorandum of association.
Corporate Any commercial, ie: non-voluntary, organisation or company which supports the objects of the TMSA

Proposed changes:
3. Categories of Member
There shall be six categories of membership:

Add in:
Life Any Individual who pays a Life membership

Change:
[Family] Any adult and all children under the age of 18 years residing at the same address


B)
Original:
4. Restrictions on Membership
No employee of the company may become a member.
The directors shall be entitled at their discretion to refuse to admit any person to membership.

Proposed change:
4. Restrictions on Membership
a) An employee of company can become a member but cannot vote.

C)
Original:
10. Proceedings at General Meetings
10.1 No business shall be transacted at any general meeting unless a quorum is present; 20 persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member, shall be a quorum.

Proposed change:
10. Proceedings at General Meetings
10.1 No business shall be transacted at any general meeting unless a quorum is present; 12 persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member, shall be a quorum.


D)
Original:
11. Votes of Members
11.1 Every member shall have one vote which may be given either personally or (whether on a show of hands or on a poll) by proxy.

Proposed changes:
11.1. Every member in the following categories shall have one vote which may be given
either personally or (whether on a show of hands or on a poll) by proxy:
Honorary
Individual
Family
Life
ADD IN: 11.2. Affiliate and Corporate members may be called ‘members’ but have no role in determining the constitution and direction of the organisation, and do not have voting rights.

ADD IN: 11.3 An employee of the company may become a member but is not entitled to a vote.

11.2 re-number to 11.4
11.3 re-number to 11.5
11.4 re-number to 11.6
11.5 re-number to 11.7
11.6 re-number to 11.8

E)
Original:
12. Maximum and Minimum Number of Directors
Unless otherwise determined by special resolution, the maximum number of directors shall be twelve and the minimum number of directors shall be four.

Proposed change:
12. Maximum and Minimum Number of Directors
Unless otherwise determined by special resolution, the maximum number of directors shall be eight and the minimum number of directors shall be four.