Thank you for all those members who attended the 38th Annual General Meeting (AGM) of British Orienteering Federation Limited on Friday 19th April 2019 in The Garretts Clubhouse, Queens Avenue, Aldershot.

The meeting took place after a fantastic day of Sprint orienteering in the glorious sunshine.

This year’s AGM was the first year that British Orienteering has used electronic voting and a total of 937 members voted through the system plus the members eligible to vote at the meeting out of an eligible total membership of 7,333 comes to nearly 13%.

The AGM consisted of the following proposals:

Proposal 1: To approve the accounts for 2018

On the summary on page 1, it states that in 2018 we made a surplus of £42,039. This should be 2017 and not 2018.

The 2018 Accounts were approved by a show of hands at the meeting.

Proxy votes through electronic voting: To approve the accounts for 2018

Proposal 2: Appointment of Auditors

That haysmacintyre as the auditors for the 2019 accounts be appointed.

Grant Thornton informed British Orienteering in 2018 that they would have to increase the costs and given that they have been the auditors for British Orienteering since 2008 the Board felt that it would be prudent to have a full tender process.

Following the tender process where Grant Thornton did not submit a bid, haysmacintyre LLP was recommended to the Board to carry out the Audit.

haysmacintyre is the leading advisers to sport’s national governing bodies.  They act for over 20 governing bodies and have a broad understanding of the sector and we feel are able to provide the best commercial advice and value.

haysmacintyre were appointed as the auditors for the 2019 accounts by a show of hands at the meeting.

Proxy votes through electronic voting: Appointment of Auditors

Proposal 3: Membership Fees and Event Levy 2020

To APPROVE the Membership and Levy fees from 1st January 2020, until amended, as follows:

The increase is primarily about getting British Orienteering into a position where they are no longer dependent on supporting operations from money from funding bodies and also have greater flexibility on what to spend it on.

The membership fees and event levy were approved by a show of hands at the meeting.

Proxy votes through electronic voting: Membership Fees and Event Levy 2020

Proposal 4: Adoption of the revised Articles of Association.
This proposal changes the Articles of Association to create an additional place on the Board for the Chair. It would increase the total number of Directors on the Board to eleven, with the six Directors elected by the members continuing to form a majority. The Chair would be recruited through an open competition, with the appointment panel using published criteria to select the best candidate for the role.

Under the current Articles, the Chair must be drawn from within the existing pool of Elected and Independent Directors. However, this approach relies on someone in that small pool of nine people having both the additional skills and the necessary time to take on the role of Chair in addition to their existing duties as a Director.

The chair called for a poll to vote on this proposal as opposed to a show of hands. The votes were cast at the meeting and counted, the result of the vote along with the proxy votes are below. When a poll is cast, the proxy votes are also disclosed.

Proxy Votes through electronic voting: Adoption of the revised Articles of Association.

Poll Votes at the meeting: Adoption of the revised Articles of Association.

Total Votes: Adoption of the revised Articles of Association.

The Chair used her proxy instructions to vote ‘For’, so the 418 votes were added to the ‘For’ total.

As this is a change in the Articles - Section 21(1) of the Companies Act says that the Articles may be amended by special resolution, Section 283 of the Companies Act says that a special resolution is a majority of not less than 75%.

The proposed changes the Articles of Association were passed with a total of 84.86% of the votes.

Elections

Proposal 5: Appointment of President

Sir Chris Bonington CBE to continue as British Orienteering’s honorary president. Sir Chris agreed to continue as honorary president

The appointment of President was approved by a show of hands at the meeting.

 Proxy votes through electronic voting: Appointment of President

Proposal 6: The Board of Directors

Following the success of Resolution 4 The Board consists of:

• A Chair - appointed by a Panel
• 6 Elected Directors – elected at the AGM and serving a maximum 3 terms of 3 years
• 3 Appointed Independent Directors –and serving a maximum of 3 terms of 3 years
• The Chief Executive of British Orienteering who is an Executive Director and serves as Company Secretary.

At each AGM, a minimum of two Elected Directors are required to be elected.

Drew Vanbeck was appointed as Chair and withdrew his nomination from the Board as an elected Director and therefore there no election was required as the number of nominations equalled the number of vacancies.

Graham Patten (Warrior Orienteering Club WAROC) and David Rosen (South Ribble Orienteering Club SROC) were elected as Directors of the Board replacing Julie Webster and Bob Dredge. Judith Holt stepped down as Chair but remains on the Board as a Director to complete the final year of her final term.

Director Presentations

Judith Holt (Chair) presented Julie Webster and Bob Dredge with a certificate and an engraved Brunton Compass as recognition of their dedication, commitment and hard work on behalf of British Orienteering.

Bob Dredge stepped down as Treasurer to take up the role of Finance Director of the World Orienteering Sprint Championships 2022.

Julie Webster stepped down as Vice-Chair to spend more time helping to develop her club, Nottinghamshire Orienteering Club (NOC).