16 June '05 - Minutes of the 1st Board Meeting of Equitable Members Action Group Limited

1. Incorporation Details
   It was noted that the Company had been incorporated on 3rd June 2005 with company number 5471535. There was produced the certificate of incorporation and a copy of the Memorandum and Articles of Association.
   
   
2. Officers of the Company
   It was noted that with effect from the date of incorporation the offices of Director and Secretary had been assumed as follows:
   
   Directors: Paul Braithwaite, Alex Henney, Tom Lake, John Newman, Colin Slater.
   
   Secretary: Paul Braithwaite.
   
   The Directors of the Company invited Mike Neal and in their absence, Chris Carnaghan, Betty McCann, Nic Bellord and Leslie Seymour to be Directors of the Company and Mike Neal, being present, accepted appointment. The Chairman reported that Chris Carnaghan, Betty McCann and Nicolas Bellord had verbally accepted the appointment. The Company Secretary was instructed to file completed Forms 288a with the Registrar of Companies when the appointed directors had completed them.
   
   It was noted that the directors present constituted a quorum.
   
   
3. Chairman
   It was resolved that Tom Lake be appointed Chairman of the Board of Directors.
   
   
4. Registered Office
   It was reported that notice had been given to Companies House that the Registered Office was situated at 27 New Dover Road, Canterbury, KENT CT1 3DN.
   
   
5. Seal
   It was resolved that the seal, an impression of which is made hereon, be adopted as the common seal of the Company.
   
   
6. Auditors
   It was resolved that The Secretary should draw up a shortlist of firms of Auditors who might accept the appointment of Auditors of the Company for resolution at the next Board meeting.
   
   
7. Accounting Reference Date
   It was resolved that the Company’s accounting reference date be 30th April and that the first set of accounts be prepared as at the 30th April 2006 for the period of 10 months and 27 days from incorporation.
   
   
8. Bankers
   It was resolved that Barclays Bank plc Canterbury branch and Abbey National plc Business division be appointed Bankers to the Company with Tom Lake, Paul Braithwaite and Betty McCann being signatories on the accounts and the aforementioned were empowered to complete the bank’s mandate forms and supply copies for attachment to the minutes. The currency of the accounts would be sterling and euros as appropriate.
   
   
9. Members
   The following persons are the first members having subscribed to the Memorandum and Articles on incorporation: Alex Henney, Tom Lake, John Newman, Paul Braithwaite, and Colin Slater. The terms of Article 3.1 were noted and it was resolved that the Company would accept the application for membership made by the Committee of the Equitable Members Action Group in respect of and on behalf of all the members of the Equitable Members Action Group. The Secretary was instructed to advise the members of their membership forthwith and that in communicating this to the members he should bring to all the members attention that if they did not consent to membership of the Company or wished to withdraw from membership of the Company under Article 3.2 then they should give notice in writing, electronically or otherwise by the 3rd August 2005 to this effect. All persons who give such notice will be treated for all purposes as if they had not been members of the Company. The Secretary is instructed to enter the names of the members at the 3rd August 2005 in the Register of Members and to make all necessary returns to Companies House.
   
   
10. Articles of Association
    It was resolved that the a committee initially consisting of Chris Carnaghan, Tom Lake and John Newman be constituted to revise the Articles of Association in order to align them with the rules of the Equitable Members Action Group and best corporate practice and to report to the Board prior to the first Annual General Meeting in 2006. The committee would seek assistance in its efforts from the members.
    
    
11. Extraordinary General Meeting
    It was resolved that the Company should hold an Extraordinary General Meeting on 3rd August 2005 at the National Liberal Club on the occasion of the final Annual General Meeting of the Equitable Members Action Group in order to report to the members on the formation of the Company and put to the meeting a resolution to confirm the appointment of the officers of the Company and the Secretary was instructed to give 21 days notice of the Meeting to members.
    
    
12. Date of next Board Meeting
    Preceding the Extraordinary General Meeting it was agreed that the Second Board meeting should be held immediately beforehand and the Secretary was instructed to circulate an agenda in due course.
    
    
13. Contribution for membership
    It was resolved that the members of the Company should be asked to contribute an amount towards the costs of the activities to be carried on by the Company. The Secretary was instructed to seek contributions at a suggested level of £25. The Board resolved to recognise the special circumstances of those members who had contributed to the Equitable Members Action Group in the period of six months from 1st January 2005 to 30th June 2005 and the secretary was asked not to seek a contribution from them until 2006. The Board would institute a policy of excluding from membership those members who had made no contribution over a significant period of time at a later date and this matter would be carried forward to the next board meeting.
    
    
14. Contribution from the Equitable Members Action Group
    It was noted that the Committee of the Equitable Members Action Group proposed to contribute all funds held by the Group when the Bank accounts for the Company had been opened. It was resolved that the Secretary should issue a receipt for the contribution when the transfer takes place and that on behalf of the Company the Secretary and Chairman were empowered to sign and grant such indemnities as were necessary to cover the Committee of the Equitable Members Action Group for their actions whilst acting as Committee members.
    
    
15. Contracts
    It was noted that the Committee of the Equitable Members Action Group had terminated all contracts for the supply of goods and services. It was resolved that the Company Secretary should approach such suppliers and start negotiations, as appropriate, on the terms and conditions for the supply of such goods and services. In particular the web-site and the domain name www.emag.org.uk should be re-registered in the name of the Company and this should be clearly shown on the home page of the website. It was further resolved that the Secretary should be empowered to commit the Company after he had obtained the consent of the majority of the Board of Directors for a contract.
    
    
16. Circulation and publication of minutes
    It was resolved that the minutes of the Board and all subsequent minutes of the Board should be freely available to all members. Following circulation to all directors and upon approval as a true record by the Chairman and Secretary, the minutes should be available and should be published on the website of the Company as described above. The Chairman and the Secretary were instructed to consider that some matters might be sensitive or confidential and hence that minutes should be brief.