Incorporation of the New IMIA CLG
Where are we with the new CLG and what does it mean for members?
You will remember the overwhelming decision by members in the September 2020 Conference to accept the change in status of IMIA from an Unincorporated Association (UA) to become a Company Limited by Guarantee (CLG) and the consequent changes in the constitution required to follow the UK Governments proposed model articles of association.
We wanted to keep you appraised of the progress we have made to date and the subsequent tasks that remain to enact the change.
1. We have drafted New Articles of Association; these are based on the UK Government Model Articles for Companies Limited by Guarantee that are now available for review. These have been reviewed by a UK solicitor and by the legal departments of several of our EC members. These become in effect our new constitution and have been unanimously agreed by your EC.
2. Most of the existing EC members have agreed in principle to become directors of the new company they with some non-directors will continue as our Executive Committee/Board of Directors.
3. We have renamed our old Constitution our Charter; this document will be the document we retain for the day to day running of the Association. This document will however be subservient to the Articles. (New Charter under Review)
4. The main change in our new Articles as compared with our old Constitution will be around voting rights for certain regulated decisions as defined in the UK Companies Act (IMIA Transformation Changes Overview 02). These decisions must be made in a General Meeting which will be separate from our Annual Conference and must be based on a one Member one Vote basis. Our intention is to have General Meetings where necessary at the end of our Annual Conferences, this means in practice that each Member which has more than one delegate at the Annual Conference will be required to assign one of their Delegates to act in any General Meeting.
This will not necessarily change our usual procedures such as voting for new directors, chairman/EC members. The typical decisions that would be done on the regulated basis which involves formal resolutions are:
1. Any change of name of the Association
2. A change in the Articles
3. Should Members want to remove a director or instigate a major change in the way the Association is run
4. Should Members want an external audit of the Association accounts
The remaining tasks we need to enact are:
1. To register the new company in the UK Companies House. We will register with the existing EC members as founding members.
2. Cancel all the existing contracts we have with our existing partners and set up anew for the CLG.
3. To transfer the existing assets of the UA to the CLG with a new bank account, this means in effect donating the existing surplus in the Association bank account to the new entity.
4. To draft our new Charter to compliment the Articles. This will be as close as possible to our existing Constitution.
We need to complete these tasks before we ask you for your membership subscription for 2021. We expect this to be later in April.
When you subscribe to the new CLG you will be officially registered as members on the Memorandum of Association with an authentication by each member. By subscribing to the Memorandum of Association subscribers also sign a Statement of Guarantee confirming their liability being limited to £1 (as opposed to being unlimited before).
If you agree with the actions your EC are taking to date and the remaining tasks we need to carry out, there is no need to contact us, if there is any more information you need from the EC or if there is anything you do not agree with please do not hesitate to contact us.
If you feel there is a need for a further vote by existing members around all these changes please contact the secretariat.