Monday 1st of February 2010
Special General Meeting
SPECIAL GENERAL MEETING 18th FEBRUARY 2010
7.30pm OLD PARISH CHURCH KIRRIEMUIR
KIRRIEMUIR PLAYERS GOLF CLUB
PROPOSED AMALGAMATION WITH KIRRIEMUIR GOLF CLUB LIMITED
The purpose of the meeting is to advise the members of the Players Club of the discussions that have been on-going between the representatives of the Players Club, and Kirriemuir Golf Club Limited regarding the amalgamation of the clubs, and to approve a motion endorsing continued discussions with the Golf Club Ltd; with the aim of unifying the Clubs, putting in motion steps to wind up of the Kirriemuir Players Golf Club.
The following points and principles are included for information:
The proposal is to merge Kirriemuir Players Golf Club (KPGC) in to Kirriemuir Golf Club Limited. The use of a Limited Company structure for the future provides Members and directors with Limited Liability protection.
The existing Limited Company Shareholders who have been identified will retain their current shares.
- Playing Members of Kirriemuir Golf Club Ltd will be issued with one share.
- This share will be surrendered on ceasing to be a playing member.
- No dividend is payable on any shares.
On all decisions at AGM or Special General Meeting of the Company it will be ‘One Member / Shareholder – One Vote’ except:
If a Poll vote is requested, which can only be for:
Dissolution of Company
Change to Company’s Articles of Association
Present Directors (9) continue in (2 of whom are Players Club representatives) position, plus 3 new Directors from Players Club. The additional 3 Directors to be appointed once agreement in principle is reached. If this is prior to the August 2010 AGM of the Limited Company, the 3 new Directors will retire and may stand for re-election.
All Directors appointed for 3 years, so 1/3 to retire each year – can be re-elected.
The proposed structure of the Board of Directors, and other posts as attached.
All ‘Other posts’ are elected only by Playing Members.
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The Limited Company will acquire all assets of The Players Club
Payment, by issue of shares in the Limited Company, equal to the net asset value.
These shares held in Trust – only of significance in event of winding up the Company
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Shareholders of existing Company have authorised Board to negotiate merger.
The Limited Company’s Articles of Association to be revised to reflect the negotiated decisions reached, and then formal amalgamation can proceed.
If all progress is satisfactory the Players Club will be wound up – target November2010.
The proposed structure is viewable in this excel document.
Players Club Committee