THE YORKSHIRE COUNTY CRICKET CLUB LIMITED (THE “CLUB”)
NOTICE OF ANNUAL GENERAL MEETING (“AGM”)
Notice is given that the AGM of the Club will be held at the East Stand Long Room at Headingley Stadium, Leeds LS6 3DP on 24 March 2023 at 6pm for the purpose of transacting the following business.
1. To receive apologies for absence.
2. To confirm the Minutes of the Annual General Meeting held on 28 May 2022 and the Extraordinary General Meeting held on 11 November 2022. (If any member has a query as to the accuracy of the Minutes, it should be raised with the Club in advance.)
3. To receive a report from the Co-Chairs.
4. To receive a report from the Chief Executive Officer.
5. To receive a report from the Managing Director of Cricket.
6. To receive a report from the Regional Director of Women’s Cricket.
7. To receive and approve the Accounts, together with the Independent Auditor’s Report thereon, for the year ended 31 December 2022.
8. To consider the election of Dr Jane Powell as President.
9. To consider the following special resolution to amend the rules of the Club.
THAT the Rules of the Club be amended as follows:
1. to reflect the renaming of the Members’ Committee as the Members’ Representative Group by deleting references to the Members’ Committee and replacing them with references to the Members’ Representative Group in Rules 8.9.2, 220.127.116.11, 18.104.22.168, 21.2, 21.3.3 and 33.
2. to allow the Board at its discretion to issue proxy appointments in electronic form and to allow them to be sent or submitted by electronic means or by Website Communication and to give the Board a wider discretion to make whatever arrangements it considers appropriate to enable those attending a general meeting to exercise their rights to speak and vote at it including by electronic means:
Amending Rule 13.5 by deleting, in lines 1-2, the words “through a notice on the Club’s website” and replacing them with the words “by a Website Communication”; by deleting, in line 6, the words “Club’s website” and replacing them with the word “Website”; and by adding the following at the end of the Rule: “but this posting shall not affect the deemed service of the notice as stated in this Rule”.
Amending Rule 14.4 by deleting the words “Club’s website” and replacing them with the word “Website”.
By inserting a new Rule 14.5:
“A member is able to exercise the right to speak at a general meeting and is deemed to be in attendance when that member is in a position to communicate with all those attending the meeting. The Board may make whatever arrangements the Board considers appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it including by electronic means. In determining attendance at a general meeting, it is immaterial whether any two or more members attending are in the same place as each other.”
By amending Rule 15.6.2 by adding the following at the end of the Rule:
“At the discretion of the Board an instrument appointing a proxy may be in electronic form and may be sent and submitted by electronic means or by Website Communication.”
By amending Rule 15.6.4 by adding the following at the beginning of line 1: “in the case of an instrument in hard copy”; by adding, at line 5, the following: “In the case of a proxy appointment by electronic means or by Website Communication, the appointment must be received at the electronic address previously specified by the Club not less than forty-eight hours before the time appointed for holding the meeting. In default the instrument or appointment shall not be treated as a valid proxy”; and by inserting the words “or appointment” after the word “instrument” in the last line.
By amending Rule 33 by the addition of the following to the definition of “Website”: “, and “Website Communication” means any notice, document or information given by means of the Website”;
By amending Rule 33 by the insertion of the following definition: ““writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.”
By amending Rule 33 by the insertion of the following:
“Any reference in these Rules to a document or information being sent or supplied in electronic form is to a document or information which is sent or supplied by electronic means, or by any other means while in an electronic form.
Any reference in these Rules to a document or information being sent or supplied by electronic means is to a document or information which is sent initially and received at its destination by means of electronic equipment for the processing (which expression includes digital compression) or storage of data, and entirely transmitted, conveyed and received by wire, by radio, by optical means and other electromagnetic means.
References to electronic means have a corresponding meaning.”
3. to remove out of date provisions:
By deleting, in lines 3-5 of Rule 18.1.2, the words “save for the first candidates to be approved following the adoption of these rules in 2022 who may be appointed pursuant to the process set out in Rule 18.1.3”.
By the deletion of Rule 19.16 in its entirety and renumbering accordingly.
By removing the reference to the Industrial and Provident Societies Act 1965 and its replacement with the “Acts” in the definition of “Annual Return” in Rule 33.
4. to provide transparency and openness and in compliance with the mandatory requirements of Sports England Code of Governance Tier 3 by disclosure in its report and accounts for the years ending 31 December 2023 onwards the total amount of remuneration payable to each member of the Board (excluding ex officio members such as the Chief Executive Officer and the Managing Director of Cricket):
By adding the following words to Rule 21.6 after the existing wording:
“The total amount of remuneration payable to each member of the Board (excluding ex officio members such as the Chief Executive Officer and the Managing Director of Cricket) for each of the accounting periods ending on 31 December 2023 and thereafter shall be included in the annual report and accounts of the Club;”
By adding the following definition in Rule 33 in alphabetical order:
““Remuneration” means the total amount of payments made either direct to the board member or indirectly on their behalf by way of salary, fees, pension contributions, repayment of expenses or otherwise for the benefit of that board member;”
10. To consider the election of Geoff Cope as a Honorary Life Member.
11. To consider the election of Katherine Sciver-Brunt as a Honorary Life Member.
12. To appoint Azets Audit Services Limited as auditor of the Club until the conclusion of the next Annual General Meeting of the Club at which the accounts of the year ending 31 December 2023 are laid.
13. Any other business.
The Baroness Grey-Thompson, Co-Chair
THE YORKSHIRE COUNTY CRICKET CLUB LIMITED
1.1 All votes under the postal ballot must be delivered on the prescribed voting form to the Yorkshire County Cricket Club, Clean Slate Pavilion, Headingley Cricket Ground, Kirkstall Lane, Leeds, LS6 3DP, to arrive by 6pm on Wednesday 22 March 2023. Online votes must be returned to [email protected] and completed by the same time.
1.2 With regard to the meeting, a member may appoint another person as proxy to exercise all or any of their rights to attend, speak and vote at the meeting. A proxy must be a member of the Club entitled to attend and vote at a general meeting. The appointment of a proxy will not preclude a member from attending and voting in person at the meeting.
1.3 To be effective, any proxy form must be completed, signed, and sent:
1.3.1 by post to the Yorkshire County Cricket Club, the Clean Slate Pavilion, Headingley Cricket Ground, Kirkstall Lane, Leeds, LS6 3DP marked for the attention of the Club Secretary; or
1.3.2 during normal business hours on any weekday (Saturdays, Sundays and bank or public holidays in England excepted) by hand to the Yorkshire County Cricket Club, Headingley Cricket Ground, Leeds LS6 3BU marked for the attention of the Club Secretary; or
1.3.3 to [email protected] specified in the accompanying proxy form:
in each case so as to be received not later than 6pm on 22 March 2023 or, if the meeting is adjourned, not less than 48 hours before the time appointed for holding any adjourned meeting.
1.4 Proxy forms may be sent by electronic means to the electronic address specified in the accompanying proxy form and will not be validly received by the Club if they are sent to any other electronic address. Only proxy forms will be validly received at that address. No electronic address set out in this notice, the accompanying proxy form or any other document relating to the meeting may be used for the purpose of sending information or documents to the Club, including documents or information relating to proceedings at the meeting, except as provided in this Note 1.4. Any electronic communication received by the Club that is found to contain any virus will not be accepted.