ITCO Ltd 2017 Annual General Meeting

Please find below information about the 2017 Annual General Meeting of ITCO Ltd.

As you will note, we are requesting all Members to vote (either “for” or “against”) the introduction of new Articles of Association, to replace the existing Articles.

We expect all members to submit a vote (either in person at the AGM or by proxy, in advance).

1.       Date, Time and Venue of the Meeting

The AGM will take place as at 17:30 on Monday 8 May 2017. (Arrival from 17:00 onwards)
The Venue for the Meeting will be Room B11, Messe München, Munich, Germany (further details it Item 7, below)

2.       Meeting Agenda

The Agenda for the Meeting will cover three main items:

  • Statement and summary of ITCO 2016 financial status
  • Status on merger of ITCO and @TCO
  • Special Resolution: Proposed new ITCO Articles of Association

3.       Special Resolution: New ITCO Articles of Association

The Special Resolution which will be proposed and voted on at the AGM is for the current ITCO Articles of Association to be replaced by a new version.

The current version has been in place since ITCO started in 1997. The new Version updates a number of items.

For the vote to be successful, at least 75 percent of the Members (attending the AGM in person or voting by proxy) need to vote in favour of changing the Articles.

Before Members vote (either in person or by proxy) at the AGM, we have prepared some notes about the contents of the proposed new Articles of Association of the Company.

The main amendments to the Articles and the reasons for amendments are as follows:

  • The updated ITCO Articles of Association are generally in line with the UK Companies Act 2006 (the present Articles were dated 1996, so they pre-date the latest Companies Act);
  • To simplify the Articles, some of the details relating to the ITCO Divisions have been removed and included in a separate “Rules of the Association” document – attached;
  • The process of the delegation of the directors’ powers have also been removed from the Articles and these details have also been included in the “Rules”;
  • The process for how a member joins ITCO (the Company) has been clarified (membership applications have to be approved by President of the Company and the Committee Member from the relevant division);
  • To authorise the company directors to delegate their powers to a Committee of the Company – the Committee comprises the Chair and Vice-Chair of each division and all the company directors;
  • The new “ITCO Rules” document explains how the divisions are run, how they meet, who manages the divisions etc as the divisions are not part of the Company’s legal constitution;
  • The Rules also set out how the committee is run, how the committee members meet, who makes up the committee etc (as the committee is not part of the Company’s legal constitution)

4.       New Version of the Articles of Association and ITCO Rules

Download the proposed new Version of the Articles of Association [members only]

Download the ITCO Rules, which explain how the Organisation is managed [members only]

5.       Voting procedure: in person or by proxy. All Members are expected to vote

  • All Members are requested (and expected) to vote on this Special Resolution
  • Each Member is entitled to one vote
  • If you cannot be present at the meeting, or if you wish to vote in advance of the Meeting – please complete and return the Proxy Form
  • Fill in your details at the top of the Proxy Form document
  • You can appoint the Chairman of the Meeting to be your proxy. Or an alternate member
  • To vote for, or against, the changes, please fill in the box “For” or “Against”. Then sign, date and return the document to, or by post (to the address given on the form)
  • Proxy votes must be received by 12:00 on Saturday 6 May 2017

6.       Participation – pre-registration is essential for all participants

  • Participation at the AGM is for Members only
  • Participation is free of charge, but you MUST register in advance if you (and your colleagues) are planning to participate
  • To pre-register, please click on this link: REGISTER
  • If your travel plans change, so that you have to cancel participation, please let us know as soon as possible

7.       Practical Arrangements

  • Venue: The venue for the Meeting is Room B11, Messe München.
  • Room: The room is on the first floor of hall B1. Entry via West Entrance west. (See Plan).
  • Post-AGM Reception: Following the AGM, there will a reception (light buffet and drinks) for all participants

8.       Any Questions – contact your Divisional Chairman

Please note that the new Articles of Association and the ITCO Rules have been discussed and approved by the ITCO Board

If you have any questions about any item arising from these documents, you should – firstly – contact the Chairman of your Division (details can be found HERE)