Notice of Annual General Meeting

Notice of Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING

TENNIS IRELAND CLG

(THE “COMPANY”)

 Notice is hereby given that the Annual General Meeting of the Company will be held at The Fota Island Hotel, Fota Island, Cork, T45 HX62 on 11 July 2019 at 8 o’clock p.m. for the purposes of considering and, if thought fit, passing the following resolutions of which Resolutions numbered 1 to 6 will be proposed as ordinary resolutions and of which Resolution numbered 7 will be proposed as a special resolution:

  1. To receive and consider the accounts for the Company for the year ended 31 December 2018 together with the reports of the Directors and Auditors thereon and a review of the affairs of the Company.
  2. To authorise the Directors to determine the remuneration of the Auditors.
  3. In accordance with Article 26(f) of the Articles of Association of the Company, and having been nominated as a Representative Director by the Munster Branch, the appointment of Robert Cummins as a director of the Company, be and is hereby approved.
  4. In accordance with Article 26(f) of the Articles of Association of the Company, and having been nominated as a Representative Director by the Munster Branch, the appointment of Clifford Carroll as a director of the Company, be and is hereby approved.
  5. In accordance with Article 26(f) of the Articles of Association of the Company, and having been nominated as a Representative Director by the Leinster Branch, the appointment of Liam O’Donohoe as a director of the Company, be and is hereby approved.
  6. In accordance with Article 26(f) of the Articles of Association of the Company, and having been nominated as a Representative Director by the Connacht Branch, the appointment of Ciara Jennings as a director of the Company, be and is hereby approved.
  7. The draft Constitution of the Company presented to the meeting by the Chairman and, for the purposes of identification marked with the letter “A”, be and is hereby adopted as the Constitution of the Company in substitution for the existing Memorandum and Articles of Association of the Company.

Stephen Reid

Company Secretary

Date: 18 June 2019

Registered Office: DCU, Dublin 9.

Notes:

  1. A Member entitled to attend, and vote is entitled to appoint a proxy to attend, speak and vote on its behalf.  A proxy (other than the Chairman of the Meeting) must be an Individual Associate of the Member appointing him/her.
  2. Unless the Board otherwise determines, no Member shall be entitled to vote at the Annual General Meeting either in person or by proxy, unless all moneys then payable to the Company by such Member (or by the body which shall have nominated the Member) have been paid.
  3. A copy of the draft new Constitution is available on the Tennis Ireland website and will remain so available until the conclusion of the Annual General Meeting.

Proposed Adoption of a new Constitution for Tennis Ireland at 2019 AGM

In order to align the current Memorandum and Articles of Association of Tennis Ireland with the Companies Act, 2014 and the requirements of the Revenue Commissioners, the Board is asking members of Tennis Ireland, at the forthcoming Annual General Meeting, by Special Resolution, to adopt a new Constitution.

Outlined below is a link to the draft new Constitution in redline form (showing the changes as compared to the existing Memorandum and Articles of Association) and in clean form (incorporating those changes) which includes the following;

(i)         the change to Article 26(h)(ii) as resolved at the Annual General Meeting on 16 June 2018,

(ii)        the necessary changes to the Constitution to achieve compliance with the Companies Act, 2014,

(iii)       certain typographical/spelling changes,

(iv)       as required by the Revenue Commissioners, the change to Article 2 (a) to provide for there being a minimum of 3 members and to Article 26 (a) to provide for there being a minimum of 3 directors and;

(v)        those other changes required by the Revenue Commissioners.

Further AGM Documentation can be found at the links below. 

Memorandum of Association – Changes

AGM Proxy Form

Notice of AGM

Memorandum of Association

Tennis Ireland Limited 31_12_2018 – Final Accounts