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Changes to Board Regulations

The following changes to the Board Regulations were approved at AW6 on Sunday, 10 September 2023. Additions / amendments are in italics.

1. Board Regulation 5 is amended to read:
There will be a Governance Advisory Committee to advise in matters concerning governance within British Mensa. This will consist of five members, four of whom will be elected by a poll of the membership and one of whom will be a Director appointed by the Board. The four elected members will serve three year terms, after which they may stand again for re-election. The poll will be conducted in accordance with guidelines issued by the Company Secretary. If there are no more candidates than vacancies then those candidates will be declared elected and will take up office after the Annual General Meeting.

In the event that terms become synchronized and all four members are due to stand down at the same time, staggered rotation will be achieved by awarding three year terms to the first and second ranked successful candidates, a two year term to the third candidate, and a one year term to the bottom ranked candidate. If there are four candidates or fewer and no poll is held, lots will be drawn.

2. Board Regulation 7 is amended to read as follows:
At least 60 days’ notice will be given of the AGM, specifying the date, time and venue, together with the agenda. Notice of the meeting must be available to all Members and sent to the auditors. The notice will remind Members that they are entitled to vote at the meeting or to appoint another person to vote as their proxy, provided the proxy appointment is submitted in writing to the Company Secretary in compliance with any advertised instructions. Proxy holders do not have to be British Mensa Members.

3. Board Regulation 9 is amended to read as follows:
Members may request the Board to call an EGM by contacting the Company Secretary, in writing, stating the desired purpose of such a meeting. The request must be supported in writing by at least 40 Members, who must deposit with the Company Secretary a sum sufficient, in the Company Secretary’s opinion, to cover costs associated with the meeting. The meeting will be arranged within 12 weeks. No changes will be made to the Board Regulations during the period between a request for an EGM being lodged and the conclusion of that EGM.

Members requesting and/or supporting an EGM may present Resolutions to the meeting in accordance with Board Regulation 15, except that such Resolutions must be submitted to the Company Secretary along with the request for the meeting. They will then be circulated to Members with the notice of the meeting.

4. Board Regulation 15 is amended to read as follows:
A Member may present a Resolution to a General Meeting, with the support of at least ten other Members. Such Resolutions must be notified to the Company Secretary in advance of the Meeting, following whatever guidelines and timescales have been set for the Meeting. The closing date for submission of motions must be no more than 150 days before the date of the General Meeting, and no earlier than 28 days after the notice of the meeting is sent to Members. Any limit on the number of motions a Member may propose or support will not be less than three.

5. The following paragraph is added to Board Regulation 62:
Any permanent changes to Standing Orders for General Meetings will also be governed by these maintenance arrangements; however, Standing Orders may be varied for the duration of individual meetings by agreement of a majority of attendees at the meeting.

Changes to Board Regulations

The following changes to the Board Regulations were approved at AW6 on Sunday, 10 September 2023. Additions / amendments are in italics.

1. Board Regulation 5 is amended to read:
There will be a Governance Advisory Committee to advise in matters concerning governance within British Mensa. This will consist of five members, four of whom will be elected by a poll of the membership and one of whom will be a Director appointed by the Board. The four elected members will serve three year terms, after which they may stand again for re-election. The poll will be conducted in accordance with guidelines issued by the Company Secretary. If there are no more candidates than vacancies then those candidates will be declared elected and will take up office after the Annual General Meeting.

In the event that terms become synchronized and all four members are due to stand down at the same time, staggered rotation will be achieved by awarding three year terms to the first and second ranked successful candidates, a two year term to the third candidate, and a one year term to the bottom ranked candidate. If there are four candidates or fewer and no poll is held, lots will be drawn.

2. Board Regulation 7 is amended to read as follows:
At least 60 days’ notice will be given of the AGM, specifying the date, time and venue, together with the agenda. Notice of the meeting must be available to all Members and sent to the auditors. The notice will remind Members that they are entitled to vote at the meeting or to appoint another person to vote as their proxy, provided the proxy appointment is submitted in writing to the Company Secretary in compliance with any advertised instructions. Proxy holders do not have to be British Mensa Members.

3. Board Regulation 9 is amended to read as follows:
Members may request the Board to call an EGM by contacting the Company Secretary, in writing, stating the desired purpose of such a meeting. The request must be supported in writing by at least 40 Members, who must deposit with the Company Secretary a sum sufficient, in the Company Secretary’s opinion, to cover costs associated with the meeting. The meeting will be arranged within 12 weeks. No changes will be made to the Board Regulations during the period between a request for an EGM being lodged and the conclusion of that EGM.

Members requesting and/or supporting an EGM may present Resolutions to the meeting in accordance with Board Regulation 15, except that such Resolutions must be submitted to the Company Secretary along with the request for the meeting. They will then be circulated to Members with the notice of the meeting.

4. Board Regulation 15 is amended to read as follows:
A Member may present a Resolution to a General Meeting, with the support of at least ten other Members. Such Resolutions must be notified to the Company Secretary in advance of the Meeting, following whatever guidelines and timescales have been set for the Meeting. The closing date for submission of motions must be no more than 150 days before the date of the General Meeting, and no earlier than 28 days after the notice of the meeting is sent to Members. Any limit on the number of motions a Member may propose or support will not be less than three.

5. The following paragraph is added to Board Regulation 62:
Any permanent changes to Standing Orders for General Meetings will also be governed by these maintenance arrangements; however, Standing Orders may be varied for the duration of individual meetings by agreement of a majority of attendees at the meeting.

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