Offa’s Dyke Association
(Charity Commission No 503821)
Notice of 53rd Annual General Meeting
2pm 1st July 2023 – Offa’s Dyke Centre, Knighton
The Annual General Meeting for financial year 2022 was postponed pending registration of the new charity, the Offa’s Dyke Association Charitable Incorporated Organisation (CIO). The Charity Commission has since registered the CIO which is now a legal entity in its own right. There now remains the task of asking members to approve the winding up of the old ODA and to transfer its assets to the new.
As per our constitution a vote on a special resolution needs to be carried by a two-thirds majority of those paid-up members present at a meeting (refer Appendix, extract from ODA constitution). You are, therefore, invited to the final meeting of members of the Offa’s Dyke Association (1969) to consider the following special resolutions:
1. ‘To wind up the affairs of the existing Offa’s Dyke Association charity (Charity Commission No 503821).
2. To transfer its financial, intellectual, property, equipment and any other assets, including library and archive, to the new Offa’s Dyke Association CIO (Charity Commission No 1203068).
Note that only those paid-up individual, joint and life members present in the building are entitled to a vote. Assuming that members approve the resolutions then after the meeting a closure form will be submitted to the Charity Commission to formally remove the old ODA from the Register of Charities.
Background to the resolutions
Please refer to correspondence circulated earlier this year to all members and to ODA journal Borderland issue No 148. Legal advice in December 2022 was that the ODA’s existing status as an unincorporated charity is incompatible, not only with its day-to-day functioning but also with its longer term aims. The creation of a CIO would provide it with a clear, legally sound framework with which to employ staff, enter into contracts and, if its conservation work took it down that line, even to own property i.e. a section of Offa’s Dyke.
The CIO’s new governing document uses the Charity Commission’s template so is fully compliant with charity law. It provides members with new benefits including the facility to attend future AGMs and EGMs via electronic means, also the safety net, should it ever be required, to remove a trustee from office. In the event that the new charity were ever to be wound up than CIO status would afford trustees limited liability.
The new Offa’s Dyke Association respects its heritage and the aspirations of its founders. Its charitable object remains as focused as ever – towards Offa’s Dyke and associated archaeology, thus:
‘To promote for the public benefit, in the border counties region of England and Wales, the conservation, preservation, protection and understanding of Offa’s Dyke and similar or linked sites and structures of archaeological or historical interest’.
Trustees encourage members to attend this historic meeting and recommend approval of the resolutions. The meeting agenda and reports of the Executive Committee will be circulated to members within the next few days.
Chair Offa’s Dyke Association (1969)
Founder Chair, Offa’s Dyke Association CIO
Appendix (extract from ODA constitution)
The Association may at any time be dissolved by a resolution passed by a two-thirds majority of those paid-up members present and voting at a meeting of the Association of which at least twenty-one days’ notice in writing shall have been sent to all members of the Association. Such resolution may give instructions for the disposal of any assets held by or in the name of the Association provided that if any property remains after the satisfaction of all debts and liabilities such property shall not be paid to or distributed among the members of the Association but shall be given or transferred to such other charitable institutions having objects similar to some or all of the objects of the Association as the Association may, with the approval of the Court or Charity Commissioners or other authority having charitable jurisdiction, determine.