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NOTICE – EXTRAORDINARY GENERAL MEETING of the CHAMBER

When:
25 June 2018 @ 18:30 – 21:00 Europe/Bucharest Timezone
2018-06-25T18:30:00+03:00
2018-06-25T21:00:00+03:00
Where:
World Trade Center - Pullman Hotel
Cost:
Free
Contact:
Agata Stefan
0752 003 066
NOTICE - EXTRAORDINARY GENERAL MEETING of the CHAMBER @ World Trade Center - Pullman Hotel

Registered Number: 3581440

THE BRITISH ROMANIAN CHAMBER OF COMMERCE

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Chamber will be held at 6.30pm on 25 June 2018 at the Pullman Hotel, 10, Montreal Square, Sector 1, Bucharest, Romania, for the purpose of for the purpose of considering and, if thought fit, passing the resolution set out below:

Ordinary Resolution

At the recommendation of the Board, to admit Her Majesty’s Ambassador to Romania, Paul Brummell CMG, to honorary membership of the Chamber.

Vice-Chairman Neil Mc Gregor

8 June 2018

Registered Office:
Global House
303 Ballards Lane
London N12 8NP

NOTES

  1. The agenda of the meeting will be
  • to consider the minutes of the preceding General Meeting of the Chamber (attached);
  • to consider the proposal to confer honorary membership of the Chamber on H.M. Ambassador Paul Brummell CMG; and
  • Any other competent business.

(A business mixer for members of the Chamber will follow the formal meeting.)

  1. Any member of the Company entitled to attend and vote at the above-mentioned meeting may appoint a proxy to attend and, on a poll, vote instead of that member. A proxy for a corporation may vote on a show of hands as well as on a poll.  A proxy may demand, or join in demanding, a poll.  A proxy need not be a member of the Company.
  2. To be effective, a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy thereof must be received by the Chamber not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.  A form of proxy and postal votes is attached.

 

Minutes of the Annual General Meeting of the British Romanian Chamber of Commerce, held at World Trade Center, 10, Montreal Square, Bucharest, Romania, at 6.00pm on 22 November 2017.

Present:            Colin Lovering (Chairman)
and other members.

  1. The Chairman opened the meeting and noted that a quorum was present.
  2. There were no matters arising from the minutes of the Annual General Meeting of the Chamber held on 4 October 2016.
  3. The financial statements of the Chamber for the year ended 31st December 2016 were LAID for consideration, and the auditors’ report thereon was taken as READ. It was thereafter resolved that the financial statements of the Company for the year ending 31st December 2016, together with the reports of the directors and the auditors, be approved.
  4. It was resolved, subject to their agreement, to appoint Messrs Pittalis Gilchrist LLP of Global House, 303 Ballards Lane, London N12 8NP, to hold office as auditors of the Chamber until the conclusion of the next Annual General Meeting at which financial statements are required to be laid in accordance with the Companies Acts, and that their remuneration be fixed by the directors.
  5. It was resolved to change the Chamber’s accounting reference date to 31 March in each year and accordingly to extend the current accounting reference period so as to end on 31 March 2018.
  6. It was resolved, on the recommendation of the Board, to admit the former Chairman of the Chamber, Raymond Breden MBE, to honorary membership of the Chamber.
  7. It was resolved as a special resolution that the Articles of Association of the British Romanian Chamber of Commerce be amended by the substitution of Articles 51 and 52 in the following form for the existing text thereof:

“51.     For the purpose of requiring Elected Directors to retire from office by rotation, each Elected Director shall retire from office at the conclusion of the third Annual General Meeting following the Annual General Meeting at which they were last elected or re-elected, as the case may be.

  1. An Elected Director retiring pursuant to Article 51 shall, subject to the By-laws and the Articles of Association of the Chamber, be eligible for re-election. At the Annual General Meeting at which Elected Directors retire in the manner set out in Article 51, the Chamber may fill all or any of the vacated or vacant offices by re-electing any of the retiring Elected Directors or by electing other eligible Active Members or Eligible Persons connected with Active Members.  In the event that the number of candidates exceeds the number of vacancies, the vacancies shall be filled by the candidate or candidates receiving the highest number of votes.  Where the number of candidates is equal to or fewer than the number of vacancies, such candidates shall be deemed to be elected or re-elected unopposed.  Successful candidates shall assume office at the conclusion of the meeting at which they were elected.”

and that consequential amendments be made to Article 1 (interpretation) and elsewhere as required; and also for the avoidance of doubt that such provisions shall apply with retrospective effect to the Elected Directors who were elected at the Annual General Meetings of the Chamber in 2015 and 2016.

  1. The Chairman reported to the meeting that, the number of candidates for election or re-election as directors of the Chamber being equal to the number of vacancies on the Board, no formal election of directors would take place and the following were accordingly elected or re-elected as directors of the Chamber pursuant to the Articles of Association of the Chamber:

Colin Lovering

Neil McGregor.

  1. There being no further formal business, the meeting terminated.

Chairman / Vice-Chairman

 

FORM OF PROXY

(Please complete and return to the Chamber if you are not attending the EGM in person)

I, (full name) ______________________________________________________________________________

of (member company)______________________________________________________________________

being an active member of the British Romanian Chamber of Commerce will not be attending the extraordinary general meeting on 25 June 2018, and nominate:

(Either)

The Chairman of the meeting

(please insert X in the box)

(Or) (name an alternative attending proxy)

(Name of proxy)________________________________________________________________________

as my proxy to vote for me on my behalf at the meeting and at any adjournment thereof as indicated below (the proxy may exercise discretion to vote for, against or to abstain if no indication is given below).

Signed _____________________________________________________(Member of the BRCC)

Votes and proxies to reach the BRCC office no later than 18:30 (Bucharest time) on 23 June 2018

Ordinary resolution For Against
At the recommendation of the Board, to admit Her Majesty’s Ambassador to Romania, Paul Brummell CMG, to honorary membership of the Chamber.

Voting rules:

  • ONLY THE NAMED MEMBER REPRESENTATIVE MAY VOTE AT THE MEETING
  • IF THE NAMED MEMBER REPRESENTATIVE IS NOT ABLE TO BE PRESENT AT THE MEETING OF MEMBERS, HE/SHE IS ENTITLED TO APPOINT A PROXY TO VOTE ON HIS/ HER BEHALF.
  • A PROXY MAY OR MAY NOT BE A CURRENT MEMBER OF THE CHAMBER.
  • THE VOTING REPRESENTATIVE MAY CHOOSE TO NOMINATE THE CHAIRMAN OF THE MEETING AS PROXY AT THE MEETING.
  • VOTE BY EMAIL – BY SENDING THIS COMPLETED FORM BACK TO THE BRCC (astefan@brcconline.eu) BY THE DEADLINE MENTIONED.
  • ONLY THOSE MEMBERS WITHOUT ANY OUTSTANDING FEES/ DUES TO THE CHAMBER ARE ABLE TO VOTE AT THE EGM