Dear Voting Member, (representatives of the Nations & Regions)

 

In order to make amendments to the BWA’s Articles of Association, it is necessary for Voting Members to signify their agreement (or not) to a Special Resolution which may be written.

 

This 4th December 2015 special resolution is to make the following amendments to the British Wrestling Association 2008 Articles of Association in the form of a written resolution which is proposed as a special resolution.

 

This written resolution is proposed by Jem Lawson, Chair and a Director of the British Wrestling Association.  This written resolution has effect as if passed by the company in general meeting.  The circulation date of this written resolution is as per the date of this website posting.  The date by which the resolution must be passed if it is not to lapse is 1st Jan 2016, (28 days from 4th Dec 2015).

 

 

Amendment 1:

To enable the Board to take decisions between meetings by adding a new clause, 11.13

 

Change to Articles required: new, additional article 11.13

11.13   “Directors may pass a resolution as a written resolution, without the need to convene a board meeting. A written resolution may be circulated and voted on by way of email.”

 

 

Amendment 2:

To change the portfolios of the independent non-executive directors

From: Finance; Commercial; Communications & PR

To: Finance (unchanged); Business and Legal; Marketing and Communications

 

Changes to Articles required:

 

1.1.27    “Non-Executive Director (Commercial Business and Legal)” means the non-executive director of the Association appointed in accordance with Articles 10.14 and 10.15.

1.1.28    “Non-Executive Director (Communications and PR Marketing and Communications)” means the non-executive director of the Association appointed in accordance with Articles 10.14 and 10.15

1.1.30    “Non-Executive Directors” means, together, the Non-Executive Director (Finance), the Non-Executive Director (Communications and PR Marketing and Communications and the Non-Executive Director (Commercial Business and Legal)

10.14The Non-Executive Directors shall be appointed through an open recruitment process overseen by the Interim Appointments Committee or (following the first Annual General Meeting following the adoption of these Articles) the Appointments and Remuneration Committee, following a formal, rigorous and transparent process, which will be competence based and conducted in accordance with the Association’s recruitment policy.  As well as commitment to the needs and aspirations of the Association, members of the Association and the stakeholders in wrestling, the Non-Executive Directors will be required to have specialist skills, knowledge and experience in the areas of finance (in the case of the Non-Executive Director (Finance), communications and public relations (in the case of the Non-Executive Director (Communications and PR)) and revenue generation from commercial and other sources (in the case of the Non-Executive Director (Commercial)). commerce (in the case of the Non-Executive Director (Business and Legal), finance (in the case of the Non-Executive Director (Finance)) and marketing and communications (in the case of the Non-Executive Director (Marketing and Communications)).

 

10.19At each Annual General Meeting after 2010, each Director other than the Chief Executive and the Performance Director shall retire from office in the years described below: