More about the resolutions

What resolutions are being voted on? 

We will be asking members to approve four ordinary resolutions covering issues that come up at the AGM every year. We will also be asking members to vote for two ‘special resolutions’ to approve the new constitution.

Ordinary resolutions

Resolution one

In resolution one, we ask members to approve the Annual Report and Financial Statements for the year ended 31 March 2017. This comprises: 

  • the report of directors – a report from our Trustee Board explaining performance against targets and our future plans
  • the annual accounts – which set out our financial position
  • the auditors’ report – confirmation from our auditors that our accounts are correct and that the National Deaf Children’s Society is in a sound financial position.

Resolution two

In resolution two, we ask members to agree to appoint Crowe Clark Whitehill as our auditors for the coming year. Crowe Clark Whitehill LLP is a chartered accountancy firm who will be responsible for inspecting our accounting records and procedures for the financial year 2017/18. We also ask members to authorise the Trustee Board to decide the auditors’ fees for the next year.

Resolutions 3 and 4

We have rules about who our trustees are, how they are elected by our members and how long they can serve as a trustee. We can have up to eight elected trustees. Our elected trustees have to be parents and carers of deaf children, and members of the National Deaf Children’s Society.

We also have a rule that says that at every AGM a third of our elected trustees must stand down (‘retire by rotation’) and put themselves up for re-election. In total, a trustee, if re-elected, can serve for up to nine consecutive years.

Resolution three

In resolution three, we ask members to elect two new members to the Trustee Board.
Currently we have 2 vacancies.

This year Jennie Rayson and Dominic Holton have been nominated for election to the Trustee Board.

Resolution four

In resolution four, we ask members to re-elect two members of the Trustee Board who have retired by rotation.

This year, Lisa Capper and Tim Polack are standing for re-election.

Special resolutions

This year we are asking members to approve an updated constitution (311 kb) [pdf] for the National Deaf Children’s Society. By law this has to be a ‘special resolution’ at our AGM. Our constitution (formally known as the Memorandum and Articles of Association) sets out what the charity is for and how it must run itself. You can find details of why and how we have revised our constitution on the changes to our constitution page.

Resolution five

In resolution five, we ask members to approve the new Articles of Association. A copy of the proposed Articles of Association can be found on can be found on pages 3 to 22 of the draft constitution.

Resolution six

In resolution six, we ask members to approve the Memorandum which has been separated from the Articles. The ‘objects’ and ‘powers’ of the charity that were previously in the Memorandum have been moved to the Articles. We have done this because it is required by the Companies Act 2006. A copy of the proposed Memorandum of Association can be found on page 2 of the draft constitution.