APPENDIX 1
MEMBER AND MEMBER COUNCIL APPROVALS
MATTERS WHICH
REQUIRE CONSENT
OF SPECIFIED
MAJORITIES
Part 5 of Milk Link's Rules covers all the matters
which require the consent of specified majorities.
All Member Meetings
The matters set out below must be referred to an
All Member Meeting and must be approved by an All Member Special
Resolution.
(iii)Members Capital Accounts;
(c) any material change to the number of votes
each member has in the event of a postal vote, or vote taken by
poll where the number of votes per Member depends on the litreage
of Milk which he supplied to the Society in the quota year immediately
before the date of the vote;
(d) any increase (above the level set out in
the Rules) in the Members Liability; and
(e) any increase in the level of the Processing
Interest Percentage above 10% in any given financial year.
An All Member Special Resolution means
a resolution passed either in accordance with Rule 6.26 (see below)
or passed on a show of hands by Members representing at least
two thirds of the Members who vote in person, or where proxies
are allowed, by proxy.
Rule 6.26 allows a resolution in writing executed
by each Member or Council member who would have been entitled
to vote on it if it had been proposed at a General Meeting to
be effectual as if it had been passed at a General Meeting duly
convened.
Any amendment to the Rules to increase the figure
of five pence per litre regarding the Members Liability must be
approved by a resolution passed by three quarters of the votes
validly cast (whether in person or by proxy) at an All Member
Meeting.
Council Special Resolution
The matters set out below must be referred to
a Council Meeting and must be approved by a Council Special Resolution.
(a) the setting aside to reserves of profits
of the Society of any excess over the Board Permitted Amount;
ie more than 0.5ppl and less than 1.00ppl;
(b) any increase (above the level set out in these
Rules) of the borrowing powers of the Society (five hundred million
pounds sterling);
(c) the disposal of a substantial part of the
undertaking or assets of the Society or any interest in them except
to a person in the same Group as the Society;
(d) any borrowing or other financial facility
of any nature to the extent that it is secured by any of the commitments
of Members given pursuant to the Rules relating to the Member
Liability;
(e) any amendment to the Rules other than an
amendment required to be approved by an All Member Special Resolution;
(f) any acquisition which will require capital
expenditure in excess of £100,000,000;
(g) the creation of any share capital in the
Society;
(h) any shortening or extension of the period
during which the Member Liability under the Rules remains outstanding;
(i) amendments to any Financial Support Agreement;
and
(j) any issue of, or variation of the rights
attaching to, or repayment or cancellation of Qualifying Loans
pursuant to the Rules.
A Council Special Resolution means a
resolution passed either in accordance with rule 6.26 or passed
on a show of hands by Council members representing at least two
thirds of the Council members who vote in person, or where proxies
are allowed, by proxy.
Amalgamation, Transfer of Engagements and Conversion
The Society may, by Special Resolution passed
in the manner prescribed by sections 50 to 52 of the Act, amalgamate
with or transfer its engagements to any other society or company,
or convert itself into a company registered under the Companies
Act 1985.
The Society may accept a transfer of engagements
and assets by Resolution of the Board or a Council Simple Resolution.
Dissolution
The Society may at any time be dissolved by
the consent of three quarters of the Members, testified
by their signatures to any instrument of dissolution in the form
prescribed by the Treasury Regulations; or by winding-up in a
manner provided by the Act.
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