ORDINARY STANDING ORDERS OF THE INCORPORATED PRE-SCHOOL LEARNING ALLIANCE ( THE CHARITY ) 1. Timetable for Annual General Meetings 1.1 Notification of the date of the next Annual General Meeting ( AGM ) of the Charity shall be given at the end of each AGM. 1.2 Fifteen (15) weeks prior to the date of the next AGM shall be the deadline for the submission of proposals ( Proposals ) for consideration at the AGM. 1.3 Thirteen (13) weeks prior to the date of the next AGM shall be the deadline by which preliminary written notice of the AGM and the circulation of all Proposals shall be notified to the Members. Such preliminary written notice shall include the date, time and place of the meeting and the nature of the business to be transacted. 1.4 Eight (8) weeks prior to the date of the next AGM shall be the deadline for the Members to have submitted amendments to Proposals ( Amendments ) circulated in Paragraph 1.3. 1.5 Four (4) weeks prior to the date of the next AGM shall be the deadline by which the final agenda, which shall include all Proposals and proposed Amendments, shall be circulated to Members. 2. Procedures for Proposals and Amendments 2.1 PROPOSALS A Proposal or an Amendment to a Proposal for a General Meeting may be proposed by: 2.1.1 Any Member and must be seconded by another Member. 2.1.2 The Board, four Divisional Forums or any sub-committee. 2.2 SUBMISSION OF PROPOSALS AND AMENDMENTS Proposals or Amendments shall be submitted to the Company Secretary duly signed by the proposer ( Proposer ), together (where applicable) with the signature of the seconder ( Seconder ). 2.3 SIMILAR PROPOSALS AND AMENDMENTS Where in the opinion of the Company Secretary a Proposal or an Amendment is substantially the same in content as one proposed at any of the three (3) preceding General Meetings, the Company Secretary shall have absolute discretion to decide whether the Proposal or Amendment (as applicable) proceeds to the General Meeting or not.
2.4 MINOR ALTERATIONS The Company Secretary may clarify the meaning or improve the wording of a Proposal or Amendment and may also combine Proposals or Amendments of similar intent in consultation with the proposers. 2.5 SPECIFIC AND GENERAL PROPOSALS The Company Secretary shall decide whether a Proposal is Specific or General. 2.5.1 A Specific Proposal is one concerned with the Charity s memorandum and articles of association ( Memorandum & Articles ) or policy, structure, staffing or any other matter to do with the internal conduct of the Charity. 2.5.2 All other Proposals and Amendments are General Proposals. The Company Secretary shall subject to Paragraph 2.7 list Proposals for consideration at the General Meeting in such order as the Company Secretary thinks fit subject to consultation with the BOARD ( the Priority List ). 2.6 EMERGENCY PROPOSALS 2.6.1 An Emergency Proposal, proposed and seconded by any two Members, may be proposed at the General Meeting if it concerns matters which, in the opinion of the Company Secretary alone and endorsed by a vote at the meeting if the Company Secretary recommends such a vote, merits urgent consideration and in circumstances where the normal procedure for proposals could not have been followed. 2.6.2 In the event of an Emergency Proposal being proposed, the meeting may be adjourned by the Chair to allow consideration of the proposal. 2.7 ORDER OF PROPOSALS BEING PUT AT GENERAL MEETING Subject to Paragraph 2.5 the order for dealing with Proposals shall be as follows: 2.7.1 Firstly, Specific Proposals in the order of the Priority List; 2.7.2 Secondly, General Proposals in the order of the Priority List. The Chair of the General Meeting shall have discretion to terminate the putting of General Proposals if the Chair considers that the time scheduled for the General Meeting is insufficient to allow due consideration. 2.7.3 Thirdly, the Chair of the General Meeting shall read to the meeting each Emergency Proposal and an immediate vote shall be taken as to whether the meeting wishes to consider each one in turn. In respect of each Emergency Proposal, where the voting is in favour, such Emergency Proposal(s) shall form the next business of the General Meeting.
2.8 COMPANY SECRETARY S DECISIONS All decisions of the Company Secretary shall be final other than those in respect of which another person has the power to decide under these Standing Orders or the Memorandum & Articles. 2.9 AMENDMENTS TO PROPOSALS 2.9.1 Amendments are subject to the rules in Paragraphs 2.1, 2.2, 2.3 and 2.4. 2.9.2 Amendments may not be contrary to the basic intention of the Proposal which they seek to amend or alter it substantially. 2.9.3 Amendments, if accepted by the Proposer and (where applicable) Seconder of the original Proposal, shall together become the substantive Proposal. If not so accepted, the Amendment shall be considered by the General Meeting at which the Proposal is put. After the Proposer and (where applicable) Seconder of the Amendment have spoken to the Amendment, the Proposer of the relevant Proposal shall have a maximum of three (3) minutes to explain to the meeting why he/she does not agree with the Amendment. A vote shall be taken on the Amendment immediately thereafter. 2.9.4 Amendments to a Proposal shall be debated in the order in which they relate to the text of the Proposal, and shall be considered and voted on before any general debate on the Proposal in question, but after the opening speeches of the Proposer and (where applicable) Seconder of the applicable Proposal. When an Amendment is being debated, no other Amendment can be discussed until the first Amendment is either accepted or rejected. The original Proposal, together with those Amendments which have been carried by the meeting, shall become the Proposal put to the meeting. 2.9.5 Where in the opinion of the Company Secretary the passing of one Amendment supersedes the intention of a subsequent Amendment, or where the intention of a subsequent Amendment is contrary to an Amendment already carried, whether to the same Proposal or not, the Company Secretary shall, having given an explanation to the meeting, invite the Proposer and (where applicable) Seconder of the subsequent Amendment to withdraw it. If the Proposer and Seconder agree, the subsequent Amendment shall be withdrawn without further debate or vote. In the event that the Proposer and (where applicable) Seconder do not agreed to the withdrawal of the subsequent Amendment, the Proposer of the subsequent Amendment shall have three (3) minutes to address the meeting as to why they do not agree to the withdrawal, immediately after which a vote shall be taken whether to allow the Amendment to be debated or not.
3. Conduct of General Meeting 3.1 CHAIR The Chair of the General Meeting shall be: 3.1.1 The Chair of the Board of Trustees. 3.1.2 In the Chair s absence it shall be a Vice Chair. 3.1.3 In the absence of both the aforementioned the BOARD shall choose a Chair for the meeting. 3.2 All speeches shall be addressed to the Chair. 3.3 The ruling of the Chair on a Point of Information, on time limits and on the admissibility of speaker shall be final and not open to discussion. 3.4 The Chair in consultation with the Company Secretary shall have the power to alter the order of business to be conducted at the General Meeting. 3.5 SPEECH DURATION 3.5.1 The Proposer of a Proposal shall have a maximum of five (5) minutes to speak. 3.5.2 A maximum of three (3) minutes shall be allowed for each subsequent speech. 3.5.3 If in the reasonable opinion of the Chair sufficient time has elapsed for discussion of the Proposal or Amendment the Chair shall have the right to curtail any further speeches on that Proposal or Amendment. 3.6 No member shall, without permission from the Chair, address the meeting more than once on the same Proposal or Amendment, except that the Chair shall afford the Proposer of the original Proposal three (3) minutes to sum up at the end of the discussion of a Proposal before the vote is taken. 3.7 ORDERS Any Member may propose that the proposal be now put or that the amendment be now put. If seconded, such Proposal shall be put to the meeting without discussion. If carried, the Chair shall allow the Proposer of the relevant Proposal or Amendment three (3) minutes to sum up before the Proposal or Amendment is put to the meeting. 3.8 Any Member desiring that the discussion be curtailed may propose that the meeting proceed to the next business. If seconded, this Proposal shall be put to the meeting without discussion and, if passed, there shall be no further discussion on the matter then under consideration and the meeting shall move on to the next item of business (if any).
3.9 Any Member desiring that the discussion be adjourned may propose that this matter be adjourned for further discussion. If seconded, this proposal shall be put to the meeting without discussion, and, if passed, the Chair will decide when further discussion shall take place. 3.10 Any Member may, with the consent of the Chair, raise at any time during a meeting a Point of Information which shall be a question about a matter of fact related to the matter then under consideration. Any Member, or non-member present at the meeting may be invited by the Chair to respond to a Point of Information if he/she is considered by the Chair to have such relevant information. 3.11 A Proposal or Amendment may be withdrawn at any time by the Proposer with the consent (where applicable) of the Seconder. Any Proposal or Amendment for which a Proposer and (where applicable) Seconder shall fail to speak shall fall automatically. 3.12 VOTING 3.12.1 All Proposals and Amendments shall (except where expressly stated otherwise in these Standing Orders or the Memorandum & Articles), in order to be passed, require a simple majority of those present and voting or who have voted by proxy in accordance with Paragraph 4. On a show of hands every Member present in person or by proxy shall have one vote. On a poll those Members present in person or by proxy who have more than one vote by virtue of the Memorandum & Articles shall be entitled to exercise those additional votes. 3.12.2 After a vote by a show of hands has been taken and the result added to the proxy votes cast, a poll of those present and voting in person and by proxy may be required by the Chair or demanded by any five (5) Members present. 3.12.3 If this first recount gives a result whereby there is a majority of less than fifty (50) votes in total, there will automatically be a second recount. 3.12.4 If the first recount shows a majority of fifty (50) votes or more in total, the decision of the Members will thereby be confirmed and shall be final. 3.12.5 If the second recount confirms the first recount, the decision of the Members shall thereby be confirmed and shall be final, but if the second recount reverses the decision of the Members, then a third recount shall be taken which shall be final. 3.12.6 Tellers shall be used for all recounts. Tellers shall be nominated by the Company Secretary and appointed by the Chair of the General Meeting. 3.12.7 No vote shall be valid unless a quorum is present. For this purpose proxy votes shall not count towards a quorum.
3.13 Subject to paragraph 3.16, only those holding voting cards and those properly voting by proxy are entitled to vote. Apart from proxy votes, when a vote is initially taken Members shall raise their hands holding their voting cards until the Chair indicates otherwise or until the tellers have completed counting in a recount. 3.14 Members who are unable to attend the General Meeting may (a) send an open proxy vote with any paid up Member who is attending to vote or abstain from voting on their behalf as such attending Member may decide or (b) may give the Chair of the meeting an open proxy to vote or abstain from voting on their behalf as the Chair may decide or (c) may give the Chair a closed proxy instruct the Chair how they wish the Chair to vote (or abstain) on their behalf on each resolution to be put at the meeting. 3.15 Resolutions amending the Constitution and in relation to the dissolution of the Charity must be passed by a two-thirds majority. 3.16 Notwithstanding any other provisions in these Standing Orders, where an Emergency Proposal is put only those members present and voting in person shall be entitled to vote. Proxy votes shall not be counted. 3.17 Tellers who are entitled to vote shall be allowed to exercise their vote, or to appoint a proxy. 4. Procedure for Proxy Voting 4.1 With the final papers to be circulated in accordance with Paragraph 1.5 or 6 all Members eligible to attend and vote shall be sent a proxy form. Members will be notified of the date by which the proxy form must be returned to the National Centre ( the Return Date ). 5. Suspension of Standing Orders The Chair may during the course of a General Meeting propose that these Standing Orders are suspended, which if carried by a seventy five per cent (75%) majority of the Members present in person and voting shall have the effect of suspending these Standing Orders for the appropriate period of time, during which the conduct of the meeting shall be governed by the procedures laid down by the Chair at his or her absolute discretion.
6. Extraordinary General Meetings 6.1 In the event that an Extraordinary General Meeting ( EGM ) is called in accordance with the Memorandum & Articles, then subject to the following, such a meeting shall be conducted in accordance with the terms of these Standing Orders (or any variation thereof in effect at that time) so far as they are appropriate. 6.2 Not less than 28 clear days prior to the date of the EGM shall be the deadline by which notice of the EGM and the circulation of the subject matter of the meeting shall be notified to Members. Such notice shall include the date, time and place of the meeting and the nature of the business to be transacted. 6.3 It shall be at the sole discretion of the BOARD to determine whether or not to invite the submission of Amendments to Proposals put at an EGM having regard to the time available and the business to be transacted.