EGM Tuesday 15th March 2005

 

Convened by the Members, as recorded in the minutes of the AGM held on the 31st of January 2005.

 

 

Directors Code of Conduct

 

 

The Directors of this Company are responsible to the Members and the wider Community for the day-to-day management of Company business and for representing the Company image to outside bodies.

 

Unfortunately, the recent conduct displayed by five of the six incumbent Directors has fallen far below that required to represent the Company and the Community in this most important and high profile project, in that they;

 

  1. At a Board meeting held on the 29th of November 04, disrupted the business for an hour, by refusing to recognize the Chair, and exhibited “lager loutish” behaviour by leaving the meeting to fetch beer  from one of their cars and drinking it during the proceedings.

 

  1. Misled the Members of the Company and the Community, by sending an e-mail to the local newspaper, without consulting the Chair or the other Directors, misinforming the editors that the well-publicised AGM scheduled for the 31st of January had been cancelled.

 

  1. Boycotted the AGM held on Monday the 31st of January 05 by walking out of the venue minutes before the start of the meeting, thus showing contempt for the other Directors and interested Members of the Company and Community, who were arriving as the Directors were leaving.

 

  1. Obstructed the proper management of the Company’s financial business by non-cooperation when the necessary bank account applications were being processed, to the detriment of the Company’s image and future credit rating with suppliers.

 

  1. Deliberately convened unofficial Board meetings at unreasonable times (during the normal working day), knowing that Directors who may not have agreed with some of the resolutions passed at those meetings would be unable to attend.

 

All of these actions are breaches of the Company’s Memorandum & Articles of Association, and give grounds for dismissal from the Board of Directors.

 

The Directors should be given the opportunity to resign and stand for re-election to the Board; otherwise, the Members will decide by unanimous vote whether or not to confirm the incumbent Directors membership of the Board.

 

Under the circumstances, an independent Chairperson and Minute Secretary should be appointed for this EGM.

 

 

The Members.