Annual General Meeting of the Publishers Association

Name: Annual General Meeting of the Publishers Association
Start: 2020-05-14
End: 2020-05-14
Location: Virtual

Member meeting

14 May

17:00 - 18:00

Organiser: Publishers Association - rsvp@publishers.org.uk

Venue: Virtual

Open To: Members

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Dear Member

The Publishers Association Annual General Meeting

I have pleasure in enclosing the Notice and preliminary Agenda for the AGM, to be held on Thursday 14 May 2020 at 5pm.

In the interests of ensuring the safety of our members during the COVID-19 pandemic, it is our intention to hold this AGM as a ‘hybrid’ meeting, meaning that, while there will be a nominated physical place of meeting, members will be asked (and required) to participate virtually using a video conferencing platform. The enclosed Explanatory Notes contain specific instructions for joining and participating in the meeting (including procedures for speaking and voting).

I also enclose Nomination Forms for the position of Vice President and for the PA Council. Please return nominations to us as soon as possible and no later than Friday 29 April 2020. This year there are five places on Council available for election.

If you have any proposed amendments or items of business for the Agenda, please also send these to us by Friday 29 April 2020.

In the interests of ensuring the safety of our members, staff and partners during the COVID-19 pandemic, this year we intend to issue and distribute the AGM Notice, Agenda, Nomination Forms, Annual Report and Accounts, AGM 2019 Minutes and other documents and information, as required (the Documents and Information) in electronic form only. The Documents and Information will be sent to you by email and put on the website https://www.publishers.org.uk/ (the Website). If you have not opted out of receiving Documents and Information via the Website within 28 days of the date of this letter, we are entitled to (and we will) assume this is acceptable to you. However, if you wish to opt out and receive hard copies, please email rsvp@publishers.org.uk as soon as possible and we will do our best to accommodate this.

Following conclusion of the formal proceedings at the AGM, we will have the first opportunity to hear from the incoming PA President and Chief Executive of Taylor & Francis, Annie Callanan.

I look forward to meeting with you and thank you in advance for your cooperation with the alternative arrangements in place this year.

Yours sincerely

Stephen Lotinga
Chief Executive and Secretary

The Publishers Association

NOTICE OF ANNUAL GENERAL MEETING

To be held on Thursday 14^th May 2020 at 5:00 PM at the Publishers Association, First Floor, 50 Southwark Street, London SE1 1UN.

This meeting will be a hybrid meeting with participants required to attend using a video conferencing platform. Unfortunately, physical attendance at the venue will not be possible. Please see the Explanatory Notes for further information.

AGENDA

Minutes of the last Annual General Meeting held on 14^th April 2019
Matters arising from the Minutes not otherwise included in this Agenda
Accounts 2019: to receive and adopt the audited Accounts for 2019
Annual Report 2019:to receive and adopt the Annual Report for 2019
Election of Auditors for the ensuing year. BKL, Chartered Accountants & Tax Advisers have indicated their willingness to be re-elected
Announcement of elections
1. Vice President 2020 – 2021
2. Council Members to serve until 2023
3. Chairs of CPC and HFEPC Groups
Installation of new Officers Ms Annie Callanan will take office as President in succession to Mr Peter Phillips, and the elected nominee will take office as Vice President and Treasurer. Mr Peter Phillips will take office as Immediate Past President in succession to Mr Charlie Redmayne.
Questions from the floor
Any other business

This will be followed by an address from the new President

EXPLANATORY NOTES TO NOTICE OF AGM

PLEASE READ CAREFULLY

The nominated place of the AGM is: The Publishers Association, First Floor, 50 Southwark Street, London, SE1 1UN.
In accordance with the Government’s Stay At Home measures in response to the COVID-19 pandemic, it is not possible for participants to attend the nominated physical place of the meeting and they will be unable to gain entry if they do so. The AGM will therefore be a ‘hybrid’ meeting, meaning that, while there is a nominated physical ‘place’ of the meeting, participants are asked (and required) to attend using video conferencing facilities rather than physically attending the AGM.
The holding of a hybrid AGM is possible under the PA’s existing constitution because: (a) there is no provision in our Articles of Association which restricts or prohibits the AGM being held, or members participating in the meeting by, electronic means; and (b) the Articles do not contain any requirement that members must be physically present. This means that the PA, as a company limited by guarantee, can rely on the permissive regime under section 360A of the Companies Act which permits a hybrid meeting provided that those persons who are not present together at the ‘place’ of the meeting may attend, speak and vote at the meeting by electronic means. Further details on how this will be possible are set out below.
Nomination Forms for the position of Vice President and for the PA Council have been circulated and responses are required no later than Friday 29 April 2020. In the event of a contest, a pre-AGM vote will be required and further announcements will be made as to how voting can take place validly and safely in light of the COVID-19 pandemic.
The Notice of AGM will be made available on the PA website, but the AGM will not be open to the general public. Members will be asked to register for the event and joining instructions will be sent to verified and registered PA members only. Members are asked to keep joining instructions secure.
The AGM will take place using the Zoom video conferencing platform. Ensuring that participants are able to vote and to raise questions on the business of the meeting remains a key priority and the Zoom platform will help achieve this.
Participants should ensure they enable both Video and Audio when joining the meeting. Zoom may prompt participants to Join with Video first and then further prompt them to Join with Audio. Participants will have the opportunity to speak, ask questions and indicate responses during the AGM, but are requested to mute their mic when not speaking. Both participants and meeting hosts will have the facility to mute and unmute participants’ mics. Zoom has a ‘Chat’ function which is a useful mechanism for communicating practical matters or issues arising. Participants are encouraged to use the Chat function to communicate during the meeting, particularly if they are having issues with their internet connection which is affecting their ability to be heard clearly.
If participants require any assistance with the features of Zoom, they are invited to contact the PA in advance of the meeting. Participants are encouraged to ensure in advance of the meeting that they can access Zoom and join meetings via the app or through a web browser.
Please note: the PA does not intend to circulate any links (URLs) using the Chat function during the AGM, and for security reasons participants must not click on any such links that may appear unless expressly instructed otherwise by the meeting Chair. Participants should take note of any further announcements relating to the security of the meeting circulated by the PA.
In circumstances in which the meeting Chair would ordinarily ask participants of a physical meeting for a ‘show of hands’ on a particular issue, participants may be requested by the Chair to respond using the ‘Raise Your Hand’ or ‘Chat’ functions in Zoom. Please follow the Chair’s instructions in this regard and, if in any doubt as to what is required, ask.
If you are a participant who is entitled to attend and vote at the meeting, but do not wish to attend the AGM via electronic means, you are entitled to appoint one or more proxies to exercise all or any of your rights to attend, speak and vote at the meeting via electronic means in the manner set out above. The Chair of the meeting can typically be appointed as proxy to vote on your behalf, however, if you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the chair) and give your instructions directly to them. Please email rsvp@publishers.org.uk by Friday 29 April 2020 if you would like to appoint a proxy and we will send you the relevant paperwork.
If participants have formulated any questions for Officers in advance of the meeting, they are invited to submit these to the PA in advance, to assist in the smooth running of the meeting, by sending them by email to rsvp@publishers.org.uk. This does not preclude the asking of questions on the day.
Members will be provided with instructions as to how to join the meeting by phone in case they are unable to access the online meeting. Any member joining by phone only should make the PA aware of this before the meeting (or during if necessary) so that we can ensure they have the opportunity to speak and respond as required.
In the event of technical issues arising during the meeting, participants are invited to contact the PA by email at rsvp@publishers.org.uk. A contact phone number will also be provided together with the joining instructions.
The PA will arrange for the AGM to be recorded but the recording will only be used for the PA’s internal administrative purposes and will not be made public.
As the COVID-19 pandemic continues to evolve, further announcements regarding the practical arrangements for the meeting may become necessary and, where this is the case, will be communicated promptly. The PA would like to thank all participants for their co-operation and understanding in these challenging times.

NOMINATION FORMS

To:

The Secretary
The Publishers Association

First Floor, 50 Southwark Street
London SE1 1UN

Email: rsvp@publishers.org.uk

NOTE: Please copy and paste the relevant section (i.e. Proposer, Seconder or Candidate) from the text below into an email, complete the required fields and return to rsvp@publishers.org.uk no later than 29 April 2020.

NOMINATION FOR PA VICE PRESIDENT

I, the [Proposer] [Seconder] listed below, being a duly authorised representative of a company in membership of The Publishers Association, hereby nominate the following for election to serve as Vice President of The Publishers Association for a one-year term.

Name of Candidate …………………………………………………………..

Company …………………………………………………………..

Position in Company …………………………………………………………..

Name of [Proposer][Seconder] …………………………………………………………..

Company …………………………………………………………..

Date …………………………………………………………..

Certificate of person proposed

I, ………………………………………………………….., agree to be nominated as a candidate in the election for the Vice Presidency of The Publishers Association and agree that if elected I am willing to serve in that capacity in accordance with the Regulations.

Date………………………………………………………………

To:

The Secretary
The Publishers Association
First Floor, 50 Southwark Street
London SE1 1UN

Email: rsvp@publishers.org.uk

NOMINATION FOR PA COUNCIL

NOTE: Please copy and paste the relevant section (i.e. Proposer, Seconder or Candidate) from the text below into an email, complete the required fields and send to rsvp@publishers.org.uk no later than 29 April 2020.

I, the [Proposer] [Seconder] listed below, being a duly authorised representative of a company in membership of The Publishers Association, hereby nominate the following for election to serve as a member of the Council of The Publishers Association for a three-year term.