Special general Meeting

18.15, Tuesday, 30th October 2018
Room 301C in the Royal School of Mines at Imperial College London, South Kensington.

Dear CGCA Member,

At the request of more than 30 members, I am calling a Special General Meeting (SGM) of the City & Guilds College Association to be held on Tuesday 30 October 2018 at 18.15 in Room 301C in the Royal School of Mines at Imperial College London, South Kensington.  The meeting will be chaired by the CGCA President. The room will be open from 17:30 hrs.

The SGM is being called to discuss and vote on the conversion of CGCA to a Company Limited by Guarantee (CLG).

The specific motion to be voted on is:

“To grant the CGCA Executive Committee the authority to do whatever is necessary to convert CGCA to an operational Company Limited by Guarantee with articles of association that, as far as it is practicable to do within Company Law, mirror the current CGCA Constitution, any provisions of the Constitution not able to be included in the Articles to be set down in an operational procedure that will be adopted by the CLG.”

A vote for the motion will grant the Executive Committee the authority and CGCA will be converted to a CLG.

A vote against the motion will mean CGCA will continue to operate as a unincorporated body.

Your Committee urge you to vote for the motion as it may be difficult for CGCA to continue to operate as is, due to the potential penalties that officers have to bear on a personal basis due to Privacy legislation.  Further information on the conversion can be found at http://cgca.org.uk/conversion

The way your membership operates will not be changed by conversion.

The Agenda for the Meeting is:

  1. President’s Welcome

  2. Presentation on Conversion, Roger Venables

  3. Discussion, time limited to a maximum of 30 minutes

  4. Voting by show of hands of members present and collection of proxy votes. Decision will be on a simple majority of yes/no votes*

  5. Announcement of result (President) 

Please note that a SGM can only consider one topic so there will no opportunity for Any Other Business.

If you cannot attend, you may grant a proxy to another member or your representative to attend and vote on your behalf.  Please see the attached suggested wording and method of granting a proxy.  Proxy representatives attending will be counted towards the quorum of the meeting, with each proxy held being equal to an attending member, as well as counted in the voting for the or against the motion before the meeting.


Nigel Cresswell

CGCA Hon Sec

23 October 2018

* By the CGCA Constitution, in the event of a tied vote the Chairman of the meeting has the casting vote) 

Voting By Proxy

As a member of CGCA you have the right to be represented at the meeting by a proxy.  Your proxy may be another member or your representative.

In either case, documentation declaring who is representing you and your instructions to them must be received by the Honorary Secretary no less than three hours before the start of the meeting.

It is recommended that you send the following email, suitably edited to show your instructions to your representative, to the CGCA Hon Sec at email address GuildsHS2018@outlook.comwith a copy to the email address of your representative.

If you do not know a member that can attend, then the following members are happy to act as your representative:  Roger Venables ( roger@venablesconsultancy.co.uk) Colin Kerr ( c.j.kerr@imperial.ac.uk) or CGCA Hon Sec ( guildshs2018@outlook.com)

*start of email text*

To the CGCA Hon Sec​

(your name, CID if known)

I will be represented at the CGCA Special General Meeting on 30thOctober 2018 by

(Your Representative’s name)

They will identify themselves at the meeting by bringing a printed copy of this email.

I have instructed my representative that I wish:

(Choose one)

To vote for the motion as in the agenda

To vote against the motion as in the agenda

To abstain, but be counted for the purposes of the meeting being quorate

My representative to listen to the discussion and vote on my behalf as they think fit.

*End of email text*

Please note it is vital your representative presents a copy of your email at the meeting.  If they do not your proxy cannot be included in the quorum or voting on the motion before the meeting.

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