Notice is hereby given that a Special General Meeting (SGM) of The Medical and Dental Defence Union of Scotland (known as MDDUS) will be held on Friday 19 June 2020 at 9.45am.
The Board has agreed, in light of the Corporate Insolvency and Governance Bill and the Scottish Government’s social distancing measures, to prohibit the physical attendance of members and non-member proxies at the SGM.
Members are encouraged instead to vote by proxy (see Note 1).
The meeting is convened for the following purposes:
Articles of Association (i.e. a resolution passed by a majority of not less than 75%)
1. To approve and adopt the amended Articles of Association presented to this meeting as the Articles of Association of MDDUS, in substitution for, and to the exclusion of, all existing Articles of Association.
Dated this day 29 May 2020
By order of the Board
Mr Chris Kenny
Chief Executive and Secretary
1. A Member normally entitled to attend and vote at the SGM convened by the foregoing Notice is entitled to appoint a proxy to vote in the Member’s place. A proxy need not be a Member of MDDUS. An instrument of proxy must, together with any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Board, be deposited at MDDUS, c/o The Secretary, Mackintosh House, 120 Blythswood Street, Glasgow G2 4EA by Wednesday 17 June 2020 at 9.45am.
2. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution
The Board has undertaken a review of the Articles to ensure that they continue to enable the Board to secure the expertise and experience necessary to deliver the objects and strategic plan of MDDUS, subject to the Board’s succession planning needs and the principles of ‘good governance’.
Following the review, the Board recommends the following changes to the Articles:
|Article 15.8||The Board will be able to recommend the re-appointment of any Director, not just the Chair or Vice-Chair, to serve up to three consecutive terms of one year each, where it is necessary for the Board to fulfil its duties. In general, a Director will generally serve not more than a maximum of three terms of up to three years in office, as recommended by the Association of Financial Mutuals’ Corporate Governance Code (January 2019).|
| Article 15.9
||This Article will be deleted in light of the proposed amendment to Article 15.8.|
| Articles 15.10-16
||These Articles will be re-numbered in light of the proposed deletion of Article 15.9.|