The CW Board is the forum that sets and reviews the strategy of CW – so it’s important that the Directors include a wide diversity of knowledge, experience and opinion. The current CW Board has therefore decided to ask the membership to increase the number of Directors by three (from 9 Directors to 12).
This entails an alteration to the Articles of Association. As CW is legally owned by its Founder members, altering the Articles of Association means that it is necessary for the Founder members to agree to these changes.
If you have any queries about the General Meeting or changes to the Articles of Association, please contact articles2016@cambridgewireless.co.uk
Please note all members are welcome to attend the meeting, but only Founder Members will be eligible to vote.
Details of the proposed changes are below:
WRITTEN RESOLUTIONS of Cambridge Wireless Limited (Company)
Company number 06529916
PRIVATE COMPANY LIMITED BY SHARES
Under Chapter 2 of Part 13 of the Companies Act 2006, the directors of the Company propose that:
- Resolutions 1, 2, 3 and 4 below are passed as special resolutions (together Special Resolutions).
SPECIAL RESOLUTIONS
- Article 39 of the Articles of Association is to now read as: "The minimum number of Directors shall be three. Unless otherwise determined by ordinary resolution, the number of Directors (other than Alternate Directors) shall not exceed twelve"
- Article 40 of the Articles of Association is to now read as: "Founder Members may elect and appoint five Directors in accordance with Articles 51-52 and another two Directors representing Associate Members and shall be appointed in accordance with Articles 53-57"
- Article 56 of the Articles of Association is to now read as: "Subject to article 39 Founder Directors may appoint, as they see fit, up to 5 persons who are willing to act as Additional Directors"
- Article 57 of the Articles of Association is to now read as: "Any Additional Directors (subject to a maximum of 5 Additional Directors holding office at any time) appointed by the Founder Directors shall serve for a period of 3 years"
NOTES
Founder Members will be invited to vote in support of all of the Special Resolutions or none of them. They will not be able to agree to only some of the resolutions.
