Changes to Articles of Association

At a directors meeting on 29.9.13, we discussed the problem of  members not being able to take paid employment with the SCA, this being particularly relevant to the road job. We agreed to suggest the following changes to the Articles of Association:

4. Employees of the company shall not be eligible for membership; a person who becomes an employee of the company after admission to membership shall automatically cease to be a member.

Proposed: delete this entirely


And to the Memorandum of Association:

4b. No part of the income or property of the company shall be paid or transferred (directly or indirectly) to the members of the company, whether by way of dividend, bonus or otherwise.

Proposed: change wording of this to clarify that payment of eg Highland Council money for road work can be channelled through the SCA.

4c. No director of the company shall be appointed as a paid employee of the company: no director shall hold any office under the company for which a salary or fee is payable

4d. No benefit (whether in money or in kind) shall be given by the company to any director except in (i)repayment of out-of-pocket expense or (ii)reasonable payment in return for particular services (not being of a management nature) actually rendered to the company

Proposed: retain these clauses. (Directors of the SCA will continue not to be able to do road job or any similar for payment.)

We will need to call an Extraordinary General Meeting and hold a vote on whether or not to make these changes. The resolution will only be passed if 75% of the votes are in favour, and there can’t be any postal or proxy votes, so we hope you’ll come along.

We propose to hold this meeting on Sunday 8th December

There will be a reminder sent out nearer the time


Cheers,  Cathy (Secretary to SCA)

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