Annual General Meeting

The Science Council’s Annual General Meeting is a formal meeting of Member Bodies, providing them with an opportunity to hear from the Board on the work of the charity, progress on the strategy and plans for the future.

The business of the Annual General Meeting includes members’ receipt and consideration of the annual report and accounts of the Council, the appointment and determination of the remuneration of the auditors, announcement of new Board members, and any other business relating to the charity. When applicable, the business of the AGM will include the election of the President and the Elected Trustees.

Annual General Meeting 2020

Notice is hereby given that the 2020 Annual General Meeting of the Science Council will be held on Monday 7th September 2020 from 11.00am to 2.00pm. The meeting will take place by teleconference, with further details to follow.

Formal business of the Annual General Meeting will include:

  1. To approve the Minutes from the Ordinary General Meeting held on 23rd October 2019.
  2. To receive and consider the Annual Report and Financial Statement for the year ending 31st December 2019.
  3. To approve the appointment and remuneration of the Auditors.
  4. To approve amendments to the Bylaws of the Council.
  5. To receive the results of the 2020 Trustee Election.

All Members are welcome to attend. Register to attend.

Other upcoming General Meetings

As per our Bylaws, in addition to the Annual General Meeting, the Board convenes at least one additional General Meeting per year. To provide Members with further opportunity to come together the Board will usually look to convene at least two General Meetings per year.

Who can attend a General Meeting?

All Member Bodies are welcome to attend and each Member is entitled to send two representatives.

Who can vote at a General Meeting?

All Member Bodies have the right to vote at on the resolutions at any General Meeting. Each Member has 1 vote.

How do I bring a motion or resolution?

So that Members are able to raise issues of concern, the Science Council has a process by which Members can bring motions and resolutions to a General Meeting for discussion by the wider membership.

Who can bring a motion or resolution?

Only Member Bodies can bring a motion or resolution to a General Meeting.

How do I bring a motion or resolution?

You will need to complete the form (link), and include the details of a proposer from your organisation and a seconder from a different organisation. Your motion should be no more than 100 words. The wording of the resolution is at the discretion of the Member Bodies submitting the resolution. Members may also submit with the resolution, a statement on the reasons for its submission. If the motion has more than 1 seconder, the names of additional supporters should be included in the statement.

Resolutions must be received by the Science Council (via email, website or post) no later than 1 month before the date of a General Meeting; this is so that the Board can be informed of any resolutions received and make arrangements for a suitable response, which may include proposing alternative resolutions.

What’s the difference between a motion, an ordinary resolution and a special resolution?

  • Motions

Motions are designed to make it simple to bring forward matters of policy or issues of concern to a General Meeting which you would like to see debated by the wider membership. It’s designed to be a much easier process than proposing an ordinary resolution or a special resolution, and only requires the support of one other member organisation. Motions are passed by a simple majority.

  • Special or ordinary resolutions

To propose a special or ordinary resolution requires the signatures of at least 5%? of the membership (currently this would mean 2 members). Special resolutions are reserved for formal business, such as but not limited to constitutional or name changes. Special resolutions require at least a two-thirds majority to pass. Ordinary resolutions are for other business which is less significant in nature and can be passed by a simple majority.

Will my motion or resolution be accepted automatically?

All proposals for motions and resolutions will first be considered by the Board of Trustees. If, in the Board’s opinion, a motion or resolution would be ineffective when passed (whether by reason of inconsistency with any enactment or with the charity’s Charter, Bylaws or Regulations or otherwise), is defamatory of any person or is frivolous, it reserves the right to dismiss the resolution. In this instance, the Board will inform the signatories of the resolution of its reasons for doing so.

The Board will work with proposers to help clarify anything in the motions or resolutions that is unclear or ambiguous and produce composite motions when there is one more than one submission in the same area. The aim is to make sure that the motions, resolutions and amendments are clearly articulated to the wider membership and there is a clear issue to vote upon.

Could my proposal for a motion or amendment be rejected?

It is very unlikely that a motion or amendment would be completely rejected. The only circumstance in which this would happen is if the same issue has been discussed at two previous GMs or if the issue is not regarded by the Board as specifically relevant. In all other circumstances the Board will work with proposers to produce a motion or resolution that is clear and concise, and ready for consideration by the wider membership.

If you are not happy with the decision of the Board and want to appeal, an appeal panel made up of XXX, will be set up to consider the points raised, and report back to the Board and the proposers with their recommendations. The decision of the appeals panel is final.

What happens after my motion or resolution is accepted?

If the Board accept the proposed motion or resolution, it will circulate the meeting agenda, which will include the motions or resolutions (and any accompanying statement from Members and any response from the Board) to all Member Bodies no later than 2 weeks prior to the General Meeting.

Once a Member has received the agenda, and they want to make a counter-resolution, they can do so during the General Meeting by invoking Bylaw 54 (“Every resolution put to a General Meeting shall be decided in the first instance on a show of hands in accordance with any procedures prescribed in the Regulations. Before or upon the result of the show of hands representatives of any two Member Bodies present and entitled to vote may demand a ballot on any issue”).

What should I do if I want to withdraw my motion or resolution?

If prior to a General Meeting, a Member wishes to withdraw a proposed motion or resolution they must inform the Chair no later than 2 weeks prior to the General Meeting so that the information is not circulated to all Members. Consent to withdraw a motion or resolution must be received from every Member Body that supported the motion or proposal. If consent from all supporting signatories is not received before the 2 weeks prior to the General Meeting, or not all signatories have agreed to withdraw the motion or resolution, the motion or resolution will be tabled at the General Meeting. If within 2 weeks of the General Meeting, any Member that wishes to propose that the motion or resolution is not tabled, must invoke Bylaw 54.

If the motion or amendment is passed at the AGM, what happens next?

The Board will take very seriously any motion passed at the General Meeting, and will report back to the membership at the next General Meeting how it has met or plans to meet the terms of the motion or resolution. In practice, the Board will respond to Members’ concerns much more quickly. The only circumstance in which the terms of a motion or resolution will not be complied with, is when it contradicts the strategic direction of the Science Council or is not felt to be in the best interests of the charity; in either case, the decision would be explained to the membership.

Are there other ways of raising issue of concern?

There are many ways to raise issues of concern to the Board. Members can contact the Chair of the Board or staff at the Science Council any time. Your issue can be raised in confidence and we will help you find the best route to bring any appropriate concerns to the wider membership.

Although General Meetings take place periodically throughout the year, we don’t see these as the only fora by which issues of concern should be raised. As there are many routes both formal and informal that can be used to bring issues to wider attention, we feel that General Meetings should be used to raise issues where all other options have been exhausted. Please talk to us first if you are at all uncertain about which channel to use.

Motions and resolutions proposed by the Board

A motion proposal can be submitted by the Board in writing to Member Bodies. The proposal will be circulated as part of a General Meeting agenda. The Board may include a paper or statement on the subject of the resolution. The wording of the resolution is at the discretion of the Board.

Resolutions must be received by Member Bodies no later than 2 weeks before the date of a General Meeting. The resolution can be sent by email to the leader of every Member Body (as per the Member Body record on Salesforce) or by post to the Member Body’s registered office. Details of the resolution will be made available on the Members’ area of the Science Council website.

If any Member wishes to submit a counter-resolution, they can do so during the General Meeting by invoking Bylaw 54.

As per the Bylaws, a resolution must be approved by a majority of Members for it to be passed.

Prior to a General Meeting, the Board cannot withdraw a proposed resolution if it has already been circulated to all Members. Consent to withdraw a Board-proposed resolution after its circulation must be proposed by the Board at the General meeting, and voted on by Members at the General Meeting and must receive a majority vote for it to be withdrawn.

How can my organisation vote on resolutions?

Members can vote on resolutions in two ways:

1. By attending the AGM in person; or

2. If no representative from a Member Body can attend, they can appoint a proxy to vote on their behalf. This means that a Member can appoint someone else who will be at the meeting (either a named individual or the chairman of the meeting) to vote on their behalf.  A named individual does not need to be an employee or member of the Member Body that is submitting the proxy vote. Members can:

direct the proxy how to vote

leave the proxy to vote as they think fit

The proxy form is circulated with the AGM agenda and papers. If you have any questions about voting by proxy or by email/post, please contact Oli O'Hanlon.

Can I submit a question to the Board in advance of the Meeting?

The AGM is an opportunity for Members and the Board to discuss the charity's past performance and future prospects. To that end, the Board invites Members to provide feedback and comment to inform the charity's activities. However, if you would like to submit a question in advance of the Meeting because, for example, you are not able to attend in person, you can do so by emailing chair@sciencecouncil.org.