Notice is hereby given that the Annual General Meeting of the Company will be held at Leicester Outdoor Pursuits Centre, Leicester, LE4 5PN on Wednesday 5 July 2017 at 7.00pm to transact the following ordinary business:

1. Annual Accounts and Reports

To receive and consider the Annual Accounts and Reports of the Directors and of the Auditor for the year ended 31 March 2017.

2. Election and re-election of Trustees and Directors

To elect or re-elect Trustees and Directors. One single resolution will be proposed for the election or re-election of:

  1. Mrs. A. Barwell
  2. Mr. A. D. Parker
  3. Mr. D. K. Rumsby
  4. Mrs. R. S. Paterson
  5. Mrs. K. J. Cane
  6. Mr. R. J. Tinley
  7. Mr. K. R. Hampton

3. Election of Officers

To elect the Officers. One single resolution will be proposed for the election or re-election of:

Chair              Mrs. A. Barwell

Vice Chair     Mr. R. J. Tinley

Treasurer       Mr. D. K. Rumsby

4. Reappointment of Auditors

To reappoint UHY Hacker Young LLP as Auditor for the year ended 31st March 2018

5. Changes to the Articles of Association

To amend the Articles of Association as follows:

a.    Article 1: To change the area of benefit to: The city of Leicester, county of Leicestershire and bordering counties.

b.    To delete Article 5 and replace with: Subject to what follows, membership of the Company shall be open to all individuals irrespective of their characteristics.

c.    To delete Articles 6 iii and 6 iv.

d.    To add Article 8f: A Member of the Company shall cease to be a Member if they do not attend, nor give their apologies, for three successive AGMs.

e.    To delete Article 16 and replace with: Notices of each general meeting shall be given to the Auditor and each Member at their email address last notified to the Secretary in writing. The amount of notice shall in any case be at least twenty-one days. Each notice shall state the date, time and place of the general meeting and the general nature of the business to be transacted at it. No general meeting and nothing done at a general meeting shall be invalidated just because of some accidental failure to give notice of it to someone entitled to receive notice of it nor any accidental non-receipt of notice of it by any such person.

f.     To delete Article 30 and replace with: An Officer of the Company or other Directors shall automatically cease to be so:

a.         on dying,

b.         on resigning in writing to the Secretary,

c.         on being detained or made subject to guardianship under the Mental Health Act 1983 or equivalent,

d.         on becoming bankrupt or having a receiving order made against him or seeking the making of an administration order or making any composition with or entering into any deed for the benefit of his creditors,

e.         if they allow a company to continue trading when it can’t pay its debts

f.          if they do not keep proper company accounting records

g.         if they do not send accounts and returns to Companies House

h.        If they do not pay tax owed by the company

i.          If they use company money or assets for personal benefit

j.          If they are under restrictions from bankruptcy or a Debt Relief Order.

k.         on the passage by the Directors of a resolution terminating his status as an Officer of the Company or Director on the grounds that, without the consent of the Directors or proper excuse, he has failed to attend three consecutive meetings of the Directors, or

l.          on the passage by the Company in general meeting of a resolution terminating his status as Officer of the Company or Director, provided that there is good and sufficient reason for passing such a resolution and that he be entitled to be heard before such resolution is passed.

g.    To delete Article 50 and replace with: All cheques, promissory notes, drafts, bills of exchange or other negotiable instruments of the Company shall be signed, drawn, accepted, endorsed or otherwise executed on behalf of the Company in such manner as the Directors may from time to time determine. All expenditure shall be executed in line with the Financial Policy of the organisation as in force at the time.

h.    To delete Article 56 and replace with: A notice to be served by the Company on a Member may be served personally or by emailing the same addressed to such Member at his email address as appearing in the Register of Members.

i.      To delete Article 57.

j.      To delete Article 58 and replace with: Any notice to be given by the Company to a Member shall be deemed to have been served on the day following that on which the notice in question is sent by email. In providing such service, it will be enough to show that the email was sent to the email address as provided by that Member.

6. Changes to the Memorandum of Association

To amend the Memorandum of Association as follows:

a.    To delete Memorandum 3 and replace with: The AIM of the Centre is to provide adventurous outdoor activity experiences designed to stimulate, educate and motivate young people and others at affordable prices in a challenging and safe environment.

b.    To add Memorandum 4: The vision of the Centre is that by successfully delivering challenging but safe activities to a wide range of Centre users LOPC will be financially cost-neutral, setting and meeting annual cost-neutral budgets whilst applying for capital funding to support ongoing developments of facilities and activities.

c.    To delete the Objectives and replace with:

1.         To provide a Centre which will make available a wide range of adventure activities creating opportunities for the community of Leicester and surrounding areas.

2.         To provide a Community Centre which will make available a wide range of community facilities for the use of residents of Leicester and the surrounding areas.

3.         To encourage and help all, especially young people, to promote their health, well-being and education, to develop their self-reliance and independence, and to acquire a greater knowledge, enjoyment and care for the natural world through the use of adventure and leisure activities in both recreational and competitive activities.

4.         To provide curriculum enrichment activities to local educational organisations.

5.         To provide affordable childcare for parents living or working in Leicester and surrounding areas.

6.         To provide alternative education provision for children and young people from Leicester and surrounding areas.

7.         To encourage personal development through participation in a wide range of leisure activities at all levels.

8.         To provide educational and training opportunities for individuals and groups within the facilities at the centre and elsewhere.

9.         To encourage a greater awareness and participation in adventurous activities by people with disabilities.

10.       To maximise the use of the centre and its resources.

11.       To do anything incidental or conducive to the above objects.

7. Termination of memberships

To resolve to terminate the following memberships of the company:

·         Jonathan Billington

·         Matthew Boyce

·         Jan Bruce

·         Jon-Luc Furlong

·         Brian Gibson

·         Ben Hawthorne

·         Ann Kaczmar

·         Gary Longland

·         Felicity Manning

·         Ian Sargent

·         Shaun Siddons

·         Steve Smith

·         Anna Wilcox

By order of the Board

E. M. G. Sibson                                                                                            7th June 2017

Company Secretary

Refreshments will be available from 6.30pm.

Full versions of the current and proposed Articles and Memorandum of Association are available to view below.