AGM & Amendments to the Constitution

In addition to the standard agenda, the AGM on Wednesday 26th November 2025 will consider and vote on two proposals to amend the Trust’s constitution. There will be an opportunity at the meeting for the Board to explain the changes and for Members to discuss these proposals. 

The first proposal relates to the provision where the Trustees are limited to appoint a maximum of three ad hoc Trustees between Annual General Meetings. This amendment would allow the Trustees to fill vacancies when Trustees resign during the year but still limits the maximum number of Trustees to 12 and the number of ad hoc appointments to 3. 

The second proposal relates to the maximum time a Trustee can serve on the Board with the proposal being to extend this period from 3 to 5 years. 

The proposed amendments are as follows:

Proposal 1: Add new Clause 76A:

‘76A.       Power to Fill Casual Vacancies

The Board shall have the power to appoint any Ordinary Member to fill any casual vacancy (meaning a vacancy arising before the end of a charity trustee’s term, due to resignation, death, disqualification, or removal) arising on the Board so long as the maximum number of Charity Trustees at clause 74 is not exceeded. Any person so appointed shall hold office until the conclusion of the next AGM, at which time they shall be eligible for re-election. For the avoidance of doubt, such appointments shall not be considered co-options for the purposes of the limit on the number of co-opted trustees in terms of clause 74.’

Proposal 2: Amend Clause 82 to read

‘A person who has served on the board for a period of 5 years shall automatically vacate office on expiry of that 5-year period and shall then not be eligible for re-election until a further year has elapsed.’

Agreement to each amendment requires a 2/3 majority of Ordinary Members present in person or electronically at the meeting.