Incorporation of the New IMIA CLG
By an overwhelming decision in the September 2020 Conference, members voted 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.
After many months of discussion, research by the EC and legal companies. On the 17th of September 2021 IMIA is now officially registered with Companies House in the UK.
Then again after all the results of the research of taking such a step they once again voted in favour during the September conference on the 14th of September 2021.
This had as a consequence a set of new Articles and a new Charter.
1. The Articles of Association are based on the UK Government Model Articles for Companies Limited by Guarantee that are now available, 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. Some of the existing EC members are directors of the new company. Some of the EC are non-directors and will continue as our Executive Committee.
3. The old Constitution became the Charter; this document we retain for the day to day running of the Association. This document will however be subservient to the Articles. (Charter)
4. The main change in our new Articles as compared with our old Constitution are around voting rights for certain regulated decisions as defined in the UK Companies Act. 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 did 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
When existing members subscribed to the new CLG they were 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 in an Unincorporated Association).
Yours faithfully
IMIA EC