1 April 2026
Dear Members
Further to the notices previously issued in relation to EI’s forthcoming Annual General Meeting, taking place on Thursday, 2 April, the Board of Directors writes to inform you of a resolution passed by the Board.
In accordance with Rule 77 of the Society’s Rules and following the passing of a resolution by a majority exceeding two-thirds of the Board, it has been determined that the election process for directors due to retire will be deferred.
Under Rule 77, where directors are due to retire, the Board holds elections. However, the Rule also provides that the Board may, by a two-thirds majority resolution, defer such elections to the next Annual General Meeting convened in the year following the year in which the director or directors retired. The Board has exercised this discretion.
This decision has been taken to ensure an orderly transition of the Society to a company limited by guarantee (CLG), a process on which Mr Richard Ames and Mr Niki Potterton have been working closely.
A deferral of the elections was discussed in advance with the Chairs of the Regional Committees, who have confirmed their agreement to this.
Accordingly:
- The elections previously notified to members for this year’s AGM have been postponed until the AGM to be held in early 2027.
- Mr Ames and Mr Potterton will continue to serve on the Board until the 2027 AGM.
- Elections for directors in 2027 will be conducted in accordance with the Constitution of the CLG.
The Constitution of the CLG, ratified last week, provides for a revised structure of director representation which will take effect upon incorporation of the CLG. Elections held following incorporation, will be in accordance with the CLG Constitution. In the interim, the Society continues to operate with a sufficient number of directors to meet all legal and governance requirements.
The Board considers that this approach is in the best interests of EI and its governance during this period of transition.
An announcement of this decision will also be made to the membership at the AGM.
Yours sincerely
On behalf of the Board of Directors
