AGM 2026 – Special Resolution

This resolution makes a number of changes to Resolution’s Articles of Association, as part of a general governance review.

The changes, which have been discussed and approved by National Committee prior to the special resolution, ensure that our Articles are up to date, in line with equalities legislation, and more clearly define how members can participate in the running of the organisation.

You will be able to vote on the Special Resolution in person at the AGM, or by proxy, which you can do here.

You can read the proposed changes to the articles in full here, where they are shown in a tracked document. We have also produced this useful summary below.

Why these changes are needed

 Resolution’s Articles of Association are important, as they set out how the organisation is run, how decisions are made at board level, and who can be a member of Resolution.

The last major review was 10 years ago and so, as part of National Committee’s ongoing work to ensure the Articles continue to serve the needs of our members and the organisation, a review was recently carried out by NC.

This identified a number of necessary changes which will, in essence:

• Ensure our Articles are in line with equalities legislation
• Update our governance in line with best practice
• Clearly define how members can participate in decision making.

We want members to approve these changes so that our organisation continues to be run in the best way possible.

Summary of changes to the Articles of Association

 You can read the changes in full here, but here is a brief summary of what these changes mean.

Once approved, our new Articles of Association will:

• Clearly state who can be a director, to remove any ambiguity for our members.
• Make it clear that decisions made by the board outside a meeting can now be made by a majority, rather than unanimous vote.
  • This is important because, at present, it is almost impossible to make a decision outside of a board meeting where a quorate is present.
  • There may be a time-sensitive matter that needs to be decided upon between meetings by other means, e.g. email or a video call.
  • Decisions made by the board in meetings remain by majority.
• Detail that NC can delegate decision making and implementation of decisions to a committee or individual.
• Detail that the NC determine the nomination and election process to NC.
• Set out how a director can be removed from the board by National Committee members.
  • Currently the NC has no ability to remove directors who behave in a way contrary to our values and principles without consulting the entire membership via an Annual or Extraordinary General Meeting.
• That the NC is given discretion to decline an application for membership, for example by someone who has acted in a way that undermines our Code of Practice.
• Application for membership has been updated to reflect the language in the Equalities Act
• Detail that Resolution can hold a virtual or hybrid AGM if it is deemed necessary by NC (e.g. if the planned physical venue becomes unavailable at short notice).
• That all member categories must comply with the Code of Practice to the extent applicable and otherwise in the spirit of the code.
  • This includes members’ conduct and engagement with Resolution, its committees and staff.