2024
The 2024 AGM is on Thursday 16th May 2024, online at 19:30, with the intention of working through the required legal and regulatory business. All primary and secondary stakeholders are encouraged to attend. The meeting lasts about 30 minutes.
Copies of the formal notices, in respect of the AGM, and of the EGM which will precede it, are set out below, along with their explanatory notes. The notices set out the proposed resolutions in each case.
EGM agenda
EGM explanatory notes
Disapply audit requirements
AGM agenda
AGM explanatory notes
Standard AGM business
2023 accounts
2023
The 2023 AGM is on Thursday 20th April 2023, online at 19:30, with the intention of working through the required legal and regulatory business. All primary and secondary stakeholders are encouraged to attend. The meeting lasts about 30 minutes.
Copies of the formal notices, in respect of the AGM, and of the EGM which will precede it, are set out below, along with their explanatory notes. The notices set out the proposed resolutions in each case.
Join the meeting
The Board of Highbridge Community Farm invites all primary and secondary stakeholders to the EGM and AGM of 2023.
Time: April 20th, 7:30pm
Link to join the Zoom meeting:
https://us06web.zoom.us/j/9273254280?pwd=THBhTHh6OFUyaHJXQlAyU1hZY1J1UT09
Meeting ID: 927 325 4280
Passcode: 1966
If you cannot connect via a computer, dial in with:
0131 460 1196 United Kingdom
0203 481 5237 United Kingdom
EGM agenda
EGM explanatory notes
Disapply audit requirements
AGM agenda
AGM explanatory notes
Standard AGM business
2022 accounts
2022
The 2022 AGM is on Thursday 21st April 2022, online at 19:30, with the intention of working through the required legal and regulatory business.
Copies of the formal notices, in respect of the AGM, and of the EGM which will precede it, are set out below, along with their explanatory notes. The notices set out the proposed resolutions in each case.
Presentations from the meeting (to be added after the meeting)
For the financial returns, see the Finance reports page.
AGM 2021
The 2021 AGM is on Tuesday 20 April 2021, online at 19:30, with the intention of working through the required legal and regulatory business. Non-regulatory discussions will be deferred to a community event at the farm when we are able to meet in that way. We hope that will be June or July.
Copies of the formal notices, in respect of the AGM, and of the EGM which will precede it, setting out the proposed resolutions in each case, and of the explanatory notes which have been prepared in connection with the notices, are set out below.
For the financial returns, see the Finance reports page.
Presentations from the meeting
AGM notices
HIGHBRIDGE COMMUNITY FARM
Registered Office: 134 High Street, Eastleigh, Hampshire SO50 5LR
NOTICE OF MEETING
HIGHBRIDGE COMMUNITY FARM LIMITED (‘the Society’)
NOTICE IS HEREBY GIVEN that the FIFTH ANNUAL GENERAL MEETING of the Society will be held, electronically, on-line, pursuant to Rule 62 of the Society’s Rules, on Tuesday 20 April 2021 at 19:45 for the purpose of considering and, if thought fit, passing the following resolutions:
RESOLUTIONS:
1. THAT the Society’s Accounts and Balance Sheet and/or other financial statements in respect of the Society’s most recently ended financial year be accepted and approved.
2. THAT, (pursuant to the resolution in that regard passed at the Extraordinary General Meeting of the Society held immediately prior to this Annual General Meeting), no Auditor be appointed in respect of the Society’s Accounts and Balance Sheet and/or other financial statements in respect of the Society’s most recently ended financial year
3. THAT:
i. the following Directors of the Society:
(i) Martin Benning
(ii) Tudor Rees
who, pursuant to Rule 62 of the Society’s Rules have tendered their resignations but have put themselves forward for re-election, be re-elected, so as to serve, in the case of each such Director, until next due for re-election in accordance with the Society’s Rules, (or any earlier termination of office), and accordingly,
ii. the Society’s Secretary is instructed to amend the Society’s register of Directors and other officers accordingly
DATED: 29 March 2021
By order of the Board
L. Sheil – Director & Secretary
EGM notices
HIGHBRIDGE COMMUNITY FARM
Registered Office: 134 High Street, Eastleigh, Hampshire SO50 5LR
NOTICE OF MEETING
HIGHBRIDGE COMMUNITY FARM LIMITED (‘the Society’)
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Society will be held, electronically, on-line, pursuant to Rule 62 of the Society’s Rules, on Tuesday 20 April 2021 at 19:30 for the purpose of considering and, if thought fit, passing the following resolutions:
1. THAT:
a. Given that the Society currently satisfies the financial criteria set out in section 84(1), (‘s.84(1)’) of the Co-operative and Community Benefit Societies Act 2014, (‘the 2014 Act’), for being able to do so,
and
b. Pursuant to
i. S.84(1)
and
ii. The specific dispensation dated 3 November 2016, a copy of which is annexed to this Notice, issued by the Financial Conduct Authority to the Society for the purpose,
the Society shall disapply, for the purposes of the Society, the requirement contained in s.83 of the 2014 Act to appoint one or more qualified auditors to audit the Society’s accounts and balance sheet for the Society’s financial year ending on 31 December 2020
2. THAT Rule 35, (‘Rule 35’), of the Rules of the Society shall be amended so as to read as follows:
35. Notices of general meetings of the Members shall either be given to Members personally or sent to them at their Address, or alternatively, if so agreed by the Co-operative in general meeting, notices of general meetings may be displayed conspicuously:
(a) at the registered office of the Co-operative and in all other places of business of the Co-operative to which Members have access, and
(b) in any section of the Co-operative’s website that is available for inspection by all Members throughout the period commencing with the date upon which the notice in question shall be first uploaded to that website, and ending no earlier than the date immediately after the date of the meeting specified in that notice.
In the event of them being conspicuously displayed as described above pursuant to an agreement of the Co-operative in general meeting, such notices shall be deemed to have been duly given to all Members
Notices shall specify the date, time and place at which the meeting is to be held, and the business which is to be transacted at that meeting. A general meeting shall not transact any business other than that specified in the notices calling the meeting.
3. THAT:
a. Pursuant to Rule 35, (as amended pursuant to Resolution 2 above), and
b. By way of substitution for Resolution 2, which shall no longer have effect, passed at the Extraordinary General Meeting of the Society held at St. Peters Church, Shakespeare Road, Boyatt Wood, Eastleigh, Hampshire SO50 4FP, on Thursday 1 March 2018,
notices of meetings of members of the Society may, (by way of an alternative to being given to the members personally, or sent to them at their postal address (or, for the purposes of electronic communication, a fax number, email address or telephone number for receiving text messages)), as currently provided for by Rule 35), be displayed conspicuously:
a. at the registered office of the Society and in all other places of business of the Society to which the members of the Society have access, and
b. in any section of the Society’s website that is available, throughout the period commencing with the date upon which the notice in question is first uploaded to that website and ending no earlier than the date immediately after the date of the meeting specified in that notice, for inspection by the members of the Society
DATED: 29 March 2021
By order of the Board
L. Sheil – Director & Secretary
Explanatory notes
EXTRAORDINARY GENERAL MEETING
Resolution 1 – Appointment of Auditor
i. Depending on :
(i) the aggregate amount of the monies paid and received by HCF in its financial year ending on 31 December 2019, and
(ii) the total value of HCF’s assets as at the end of that year
HCF has a statutory obligation either :
(i) to appoint a qualified auditor formally to audit its accounts and balance sheet in respect of that financial year, or
(ii) to appoint two or more persons, who are not qualified auditors, to audit its accounts and balance sheet in respect of that financial year
ii. However, the relevant legislation gives HCF the legal power, in certain circumstances, to dispense with the obligation to make whichever of the above appointments would be the appropriate one
In order for HCF to be able to dispense with the above obligation to appoint a qualified auditor:
(i) HCF has to satisfy the applicable financial criteria set out in the relevant legislation, and, if it does
(ii) (As required by, the relevant legislation), the shareholders of HCF who are present in a general meeting of HCF must pass a specific resolution to dispense with the obligation, i.e. a resolution where:
i) At least 80% of the votes cast are in favour of dispensing with the obligation, and
ii) Those, if any, voting against represent, in number, less than 10% of all HCF’s registered shareholders (i.e. not just 10% of those present and voting)
iii. The board is satisfied that HCF satisfies the applicable financial criteria set out in the relevant legislation
iv. Furthermore, the board’s view is that
(i) the scale of HCF’s financial operations are, currently, in relative terms, extremely small in scale and simple by nature
(ii) in the circumstances, appointing a qualified auditor, or two or more persons, who are not qualified auditors, to carry out a full audit would be disproportionate and
(iii) the cost would be an excessive expense
v. The board therefore unanimously recommends that, (just as in the case of previous HCF financial years), a HCF shareholders’ resolution be passed dispensing with the obligation to appoint a qualified auditor, or two or more persons, who are not qualified auditors, to audit the accounts and balance sheet in respect of HCF’s financial year ending on 31 December 2019
Resolutions 2 & 3 – Means of Giving Notice of General Meetings
Particularly with the advent of the new website, the board considered that it would be advantageous if HCF had greater flexibility/wider options as to the various methods of giving notice of general meetings that are authorised by HCF’s Rules, in particular, the added options of
i. uploading copies to the new website and
ii. displaying copies on either (HCF’s choice) the farm notice board inside the main shed or on the one outside it.
To do this requires a two-step process, i.e.:
a. Firstly, amending the relevant Rule (R.35), (hence Resolution 2), so as to say that, provided HCF passes a resolution sanctioning methods i. & ii. above, those methods would then be formally authorised
b. Secondly, passing the authorising resolution itself, (hence Resolution 3)
ANNUAL GENERAL MEETING
Resolution 3 – Retirement & Re-Election of Directors
i. Rule 62 of HCF’s rules states that, in every AGM of HCF other than the first, (at which all then-existing directors had to resign, subject, if they chose, having the right tooffer themselves for re-election):
(i) One third, or, if an exact one third can’t be numbered, the number, (being above one third), nearest to one third, of HCF’s Directors, who are:
i) the longest serving since the time of their most recent election as such, (whether that happened to be their initial election or a subsequent re-election), and
ii) are willing to continue in office,
(‘the resigning directors’), must tender their resignations to the AGM, although they can then, if they wish, immediately offer themselves for re-election
(ii) If, when it comes to identifying a resigning director, there are two or more directors who have served for the same length of time and are willing to continue, lots will be drawn to determine which one/s shall be the relevant director/s
ii. Therefore, whenever there are five directors of HCF, as is currently the case, namely:
Jim Malpuss (JM); Lynn Sheil (LS); Steve Grundy (SG); Martin Benning (MB); Tudor Rees (TR),
Rule 62 requires two resigning directors
iii. One of the main reasons for Rule 62 is that it gives the shareholders of HCF a degree of say over the composition of the board year on year
iv. For the record, the history so far, in relation to the current directors is:
(i) 18-5- 2016 (Incorporation): JM &TR elected as Directors
(ii) 2-3-2017 (1st AGM): Under Rule 62, All then-existing Directors – JM & TR, resign as Directors, but take up the option of offering themselves for re-election, & are re-elected.
LS elected as additional Director
(iii) 8-3-2018 (AGM): JM resigned. Re-elected
(One other Director, (since resigned), selected by lots drawn, resigned. Re-elected)
(iv) 21-4-2018 (EGM): SG & MB elected as additional Directors
(v) 7-3-2019 (AGM): TR & LS resigned. Both re-elected
(vi) 6-2-2020: Lots drawn as between SG & MB – because they joined at
the same time. SG selected
(vii) 20-2-2020 (AGM): JM & SG resigned. Both re-elected
v. Therefore, going forward re 2021 & 2022:
(i) 29-3-2021 Lots drawn as between TR & LS – because of equal length
of service since last re-elected. TR selected
(ii) 20-4-2021 (AGM) MB & TR to resign & offer themselves for re-election
(iii) 2022 AGM (date TBC) Lots to be drawn as between JM* & SG* – because of
equal length of service since last re-elected
*LS & SG*/JM* to resign & offer her/himself for re-election
*If still then a Director & Willing to be Re-elected