Today we are giving notice of an Extraordinary General Meeting (EGM) of Kilmardinny 71 Ltd (trading as The Jags Foundation). This will take place as a hybrid meeting on Thursday 1st September 2022 at 7:00pm. Members can attend either in person at Maryhill Burgh Halls, 10-24 Garbraid Avenue, Glasgow G20 8YE or they can ask to participate remotely via Zoom.
The main item of business will be to ask members to approve a new set of Articles of Association for the Company.
You can find the full set of documents here:
- Formal notice of general meeting (PDF)
- Proposed new Articles of Association (PDF)
- Proxy Form (PDF or DOCX) to be completed if you can’t attend but want a vote cast on your behalf, return by 7pm Wednesday 31st August
- Voting Form (PDF or DOCX) to be completed by those attending in-person when casting a vote
What are Articles of Association?
Every company has Articles of Association. They are the rulebook or constitution of the organisation. Getting the rulebook right, especially for members organisations like ours, is important. It makes sure that we, the Foundation Board, are accountable to you, the members, and that we can take effective and timely decisions on your behalf.
Why do we need new Articles?
When the Foundation was formally created, the model Articles of Association for a private company limited by guarantee were used. These are useful when you’re starting out (an “off-the-shelf” solution) but they are generic and can be quite inflexible.
It is important, as part of the fan ownership process, that we demonstrate we have robust governance arrangements in place. This helps to reassure Three Black Cats (3BC), the Club Board, and the Scottish Football Association that the Foundation is a “fit-and-proper” organisation suitable to be the majority shareholder of PTFC.
We consulted 3BC on an earlier draft of these Articles, to flag-up any obvious areas of concern. It is important that our governance arrangements work well with those of the Football Club, so that any future relationship proceeds on a firm footing. It may be that other changes to our rules are needed further down the line, but getting this set of rules in place is an important step for now.
Who can attend the meeting?
Anyone who is an active member of the Foundation can attend the meeting. All members should have received notice of the EGM at the email address with which they joined the Foundation, earlier this afternoon.
If you are unsure if you are an active member, and/or you haven’t received this formal notice, please email membership@thejagsfoundation.co.uk.
You can attend in-person at Maryhill Burgh Halls, or you can attend remotely via Zoom. If you wish to attend by Zoom, please email secretary@thejagsfoundation.co.uk no later than Friday 26th August 2022.
Will there be a vote on the new Articles?
Yes. Under our existing rules, we need what is known as a “special resolution” to amend or replace our Articles of Association. This can be passed at the general meeting if 75% or more of those voting support the change. The text of the resolution is set out in the notice of the general meeting and on the proxy form and voting form.
If you are attending the meeting in-person, you will be able to vote in-person on the night. You can either pre-fill a voting form and bring it with you or you can complete one at the meeting itself. We will provide spares in case you forget!
If you are attending the meeting via Zoom, you will be able to vote using the online voting facility at the appropriate time during the meeting itself.
I can’t make the meeting. Can I send someone else in my place?
Under our rules, any member who is unable to attend a general meeting has the right to nominate a “proxy”. This is someone who attends the meeting on their behalf and who has the right to vote and speak for them. A proxy nominee must attend in-person, and the nomination must be received by us not less than 24 hours before the meeting. We will email you to confirm receipt of a proxy form.
Nominating a proxy is the most straightforward way to ensure you have a say on the special resolution if you cannot make the meeting.
You can nominate a proxy by completing this form and returning it either:
- by email to secretary@thejagsfoundation.co.uk; or
- by post to our registered office at 6 Atholl Crescent, Perth, Scotland, PH1 5JN.
What else will happen at the meeting?
There will also be a Q&A segment of the evening, where members can put questions to the Foundation Board.