Agenda
- Introductory matters
- Voting procedures
- Special resolutions
- Director election
- Any other business
- Close of meeting
Introductory matters
The Members of RZZT CIC met online via IRC on Saturday 9 February 2019 at 07:00 UTC±0.
Present were:- Matthew Ferrero (also Director)
- Akhilesh Jamdar (also Director)
- Michael Mackenzie
- Mozart Olbrycht-Palmer (also Company Secretary)
- Joerg Reisenweber
- Victor Rincones Rodriguez (also Director)
- Susan Sons
Quorum was satisfied in accordance with the Articles of Association.
Mozart Olbrycht-Palmer was duly appointed chair of the meeting.
The Members confirmed that the required period of notice for the meeting was met.
Voting procedures
The Chair confirmed that no proxies had been appointed to vote on behalf of the members, that all seven members of the Company were present, and that each member was entitled to vote once on each resolution.
The Chair explained the voting procedure for ordinary and special resolutions as follows:
- After the resolution has been presented and adequate time allowed for discussion, the Chair will call a vote. Each member is to respond with ‘aye’, ‘nay’ or ‘abstain’ to have their vote recorded. If a member does not respond, the member is deemed to have abstained.
- Ordinary resolutions require a simple majority, being four votes.
- Special resolutions require a majority of 75%, being six votes.
The Chair explained the voting procedure for the will be either by ordinary resolution if there is one nominee, or by preferential vote if there is more than one nominee, with the details to be further explained when the situation became apparent.
Special resolutions
Mozart Olbrycht-Palmer proposed eight Special Resolutions as previously circulated among the members (PDF).
As proposed by Mozart Olbrycht-Palmer and Akhilesh Jamdar, the Members resolved by unanimous ordinary resolution to amend the proposed Special Resolution 2019-2 to read: ‘The members of RZZT CIC resolve to amend Article 14.1 of the Articles of Association by replacing “Two Directors” and “two Directors” with “Any director” and “any director” respectively.’
In the opinion of the Chair this did not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
The Chair acknowledged, at the request of Joerg Reisenweber, that during a conversation immediately prior to the meeting Mr Reisenweber and Mozart Olbrycht-Palmer had discussed an additional Special Resolution that could not be considered at this meeting, but which Mr Reisenweber and Mr Olbrycht-Palmer intended to raise at the next meeting. That resolution was:
- To amend Article 14.4(a) to read: ‘the place or nominated medium, day and time of the meeting’; and
- to insert a new definition that reads: ‘“nominated medium” means a telecommunications system unanimously agreed, formally or informally, by the Directors for the purposes of holding Directors’ meetings’.
As proposed by Mozart Olbrycht-Palmer, the Members resolved by unanimous ordinary resolution to vote on the proposed Special Resolutions 2019-1 through 2019-8, including Special Resolution 2019-2 as amended, with a single vote.
The Members resolved by unanimous special resolution to adopt Special Resolutions 2019-1 through 2019-8 (PDF).
Director election
The Chair acknowledged the resignation of Victor Rincones Rodriguez had been received by the Company and would be effective from Monday 11 February 2019.
The Members acknowledged and thanked Mr Rincones Rodriguez for his work as a Director since the Company’s founding.
The Chair called for nominations to fill the imminent vacancy. No nominations were forthcoming, and the Chair acknowledged that the Directors would appoint a new Director in accordance with the Articles of Association.
Any other business
The Chair opened the floor for any other business, but no further business was discussed.
Close of meeting
The meeting was closed at 07:40 UTC±0.