13 April 2019

Minutes of general meeting


Introductory matters

The Members of RZZT CIC met online via IRC on Saturday 13 April 2019 at 06:00 UTC±0.

Present were:

  • Mozart Olbrycht-Palmer (also Director and Company Secretary)
  • Akhilesh Jamdar (also Director)
  • Neal Wright
  • Michael Mackenzie

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.

Special resolutions

The Chair explained the procedure for voting on the special resolutions:

  • Each special resolution will be presented by the Chair.
  • The Member who has proposed the special resolution may then give a statement.
  • Members may then ask questions and make comments.
  • A vote will then be taken, to which Members must respond ‘aye’ (in favour), ‘nay’ (against) or ‘abstain’ (no vote).

The Chair stated that the draft resolutions are available on the Company website (PDF) and had been circulated to the Members by email.

Special Resolution 2019-9: Appointment of Directors

The special resolution was proposed by Neal Wright. Mr Wright declined to make a statement.

Akhilesh Jamdar said he felt that the proposed Article 23.4 is excessive and unnecessary, being reasonably covered by the proposed Article 23.3. The Chair responded that the proposed Article 23.4 is a slightly improved version of the current provision and is intended to provide a way to resolve the situation where there are more nominees than vacant directorships.

The Members resolved by unanimous special resolution to adopt Special Resolution 2019-9 (PDF).

Director appointments

The Chair acknowledged that there was currently one vacancy for a Member-Director as a result of the passing of Special Resolution 2019-9 and invited nominations for a Member to fill that role. No nominations were made.

The Chair invited nominations for other Directors. No nominations were made.

Appointment of Managing Director

The Chair acknowledged that the Directors had delegated the decision to appoint the Managing Director to the Members in accordance with section 2(2) of the Instrument Establishing the Role of Managing Director (IERMD) (PDF).

The Chair acknowledged that the Members may make the decision to appoint the Managing Director by ordinary resolution in accordance with section 2(3) of the IERMD.

Akhilesh Jamdar stated on behalf of the Directors that their preferred nominee is Mozart Olbrycht-Palmer.

The Chair invited competing nominations. No nominations were made.

The Members resolved to appoint Mozart Olbrycht-Palmer as Managing Director. Mr Olbrycht-Palmer wished the minutes to reflect he had abstained from the vote.

Akhilesh left the meeting at 06:46 UTC. The meeting ceased to be quorate.

Close of meeting

The meeting was closed at 06:46 UTC±0.