NOTICE OF MEETINGS
NOTICE OF GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting (EGM) of the QEH Old Boys Society Benevolent Fund will be held at QEH on Thursday 3rd May at 6pm. The EGM will be held for the purposes of considering and, if thought fit, passing the following Special Resolution.
The members of the QEH Old Boys Society Benevolent Fund meeting in general meeting hereby endorse the recommendation of the trustees that the QEH OBS BF (the Benevolent Fund) (registered charity number 1072306) should wind itself up and transfer its assets to Queen Elizabeth’s Hospital (the School) (company no 05164477, registered charity number 1104871). The winding up and transfer of assets constituting a merger of the Benevolent Fund with the School.
The merger shall be IMPLEMENTED as follows:
(a) The charity trustees of the Benevolent Fund having undertaken and been satisfied with the outcome of a due diligence investigation undertaken on the School as the receiving body.
(b) The School having undertaken a similar due diligence investigation on the Benevolent Fund have not identified any issues of concern.
(c) The trustees of the Fund being satisfied with the terms on which the School have
agreed to hold the assets of the Benevolent Fund to be transferred to it and the terms of the policy for use of the funds set out by the School.
(d) The merger shall take effect on 31 August 2018 (or such later date as the Benevolent Fund and the School may decide) (“the merger date”).
(e) The members hereby confirm that the trustees of the Benevolent Fund are authorised to transfer all assets of the Benevolent Fund to the School on the merger date by way of a grant and accordingly to make arrangements with the School to take over all activities of the Benevolent Fund from that date.
(f) For the avoidance of doubt, this resolution authorises the Benevolent Fund’s trustees to
take such steps as they consider necessary to implement the provisions above, without further reference to the members, in particular:
(i) to enter into agreements with the School and/or to execute deeds of transfer, in order to ensure the effective transfer of the assets and activities of the Benevolent Fund to the School;
(ii) to enter into any necessary agreements with the School to cover any transitional arrangements prior to the merger;
(g) Following the merger, on such later date as the Benevolent Fund’s trustees shall decide and provided they are satisfied that the Benevolent Fund has no outstanding liabilities, to apply to the Charity Commission to record the merger of the Benevolent Fund into the School on the Register of Charity Mergers and seek its removal from the register of charities.
PROVIDED that this resolution shall not take effect unless a similar resolution has been passed by the board of the School as the receiving charity prior to 31st August 2018.
Date 27 March 2018 J G Mason Chairman
NOTICE OF GENERAL MEETING
Notice is hereby given that a Special General Meeting (SGM) of the Queen Elizabeth’s Hospital Old Boys Society (the Society) will be held at QEH at 6 pm on Thursday 3rd May 2018. The SGM will be held for the purpose of considering and, if thought fit, passing the following resolution as a Special Resolution:
The members of the QEH Old Boys Society meeting in general meeting hereby endorse the recommendation of the Committee that the QEH Old Boys Society (the Society) should wind itself up such winding up to take effect from 31st August 2018 or the date of winding up of the Old Boys Society Benevolent Fund if later, and transfer any assets under its control at the date of such winding up to Queen Elizabeth’s Hospital (Scholarship Bursary and Prize Fund) charity number 1104871-2.
Date 27 March 2018 J G Mason Chairman
Date 27 March 2018
This letter accompanies Notices of Special Meetings and the Resolutions of both the QEH Old Boys Society (“the Society”) and the QEH Old Boys Society Benevolent Fund (“the Benevolent Fund”) and explains why the Committee considers action is necessary, what action is proposed and what the result of the changes will be;
1) Why are we taking this action?
For some time, the Committee has been facing difficult challenges:
a) Over the last few years, we have been unable to attract members to take on committee posts and several offices have been left unfilled.
b) The Society only runs one function a year, namely the Annual Dinner, and this is generally better supported by the older members of the Society.
c) The maintenance of the website and the provision of regular newsletters to members is an onerous task. The objectives of providing much of this information are also provided by the School.
d) The practicalities of maintaining an effective database of all former pupils who are members of the Society in compliance with database legal regulations is increasingly onerous (and will become more so later this year with the introduction of the “opt-in” rules). It also duplicates what the School is doing already with the benefit of fully trained staff and appropriate technical help.
e) The School also runs the Leeds, Cambridge and London Dinners, and is currently providing information and running functions, which are available to all former pupils. It is effectively, in many areas, carrying out many of the functions which the Society is finding increasingly difficult to perform.
Given the seriousness of the above challenges, the Committee has been reviewing the best way forward. Over the last few years, the functions of many schools and former pupils associations have become intertwined which results in either closer cooperation or the assimilation of the functions of the former pupils associations within schools themselves. The Committee, which remains aware of the need to carry forward the good work carried out by previous members of the Society, has decided that the best way forward in the long term is to incorporate the functions of the Society within those of the School. We therefore instigated discussions with the School, which has agreed to form and run a new alumni association, to be called the Elizabethan Society (“The New Society”)
2) What action are we taking?
a) We are calling an Extraordinary General Meeting of the Benevolent Fund with a proposed resolution that the Fund, which is a registered charity, merges with the School which is the QEH Charity, which is also a registered charity. If passed it will mean that the Benevolent Fund becomes a restricted fund, and the term “restricted” means that it is effectively ring-fenced so that it can only be used for the same objects which are to provide assistance to pupils at the school or to former pupils and/or their dependents who have fallen on hard times.
b) We are calling, at the same time, a General Meeting of the Society with a proposed resolution that the Society be dissolved and that any surplus funds, after payment of expenses and liabilities, are distributed to The School’s Scholarship Bursary and Prize Fund, which is in accordance with the provisions of clause 20 of the existing Rules of the Society.
3) What will the position be in the future?
Assuming both resolutions are passed at the meetings, then the following will apply from 31st August 2018:
a) The assets of the Benevolent Fund will be transferred to the School Charity, to be held as a restricted fund the proceeds of which will be used for the same purposes as are currently in the charitable objects of the Benevolent Fund, subject to the proceeds being used for all pupils. This means that the money is effectively “ring-fenced” and can only be used for the purposes set out in the objects.
b) The Society will be no more and all its existing members will automatically become members of The New Society at no charge provided they opt in to receive the relevant information under database legislation.
Existing pupils at the school can opt to join The New Society by payment of a fee during their time at the school. The New Society will be run by a committee comprising members of the school staff and former pupils. A President of The New Society will be chosen, to represent the alumni at certain events held by the school (e.g. Charter Day and Prize giving), much as is the current case with the President of the Society. The New Society will also offer additional, and possibly local, events in addition to the current programme which will include the autumn school meeting.
4) Other Safeguards
We and the School have taken legal advice from a specialist firm of lawyers to ensure we follow the correct processes. We have been advised that it is unnecessary to obtain the consent of the Charity Commission to the merger of the two charities.
Due diligence has been carried out by the School and the Society into each other’s businesses to ensure there are no commercial, legal or financial risks in merging the two charities.
A short formal agreement will be entered into between the two charities recording the terms of the merger.
The QEHOBS Committee and the Trustees of the QEHOBS Benevolent Fund are unanimous in recommending these changes to the members. We would be delighted to see as many of you as possible at the meetings so we can have a good discussion, explain any issues in more detail and hopefully make the changes we are proposing to strengthen the relationship between the School and its former pupils in the years to come.
Chairman-QEH OBS Executive Committee
Date 27 March 2018
As you will see from the enclosed letter from the Old Boys Society, the Society is proposing that a new Alumni Association is formed by the school. Their separate letter explains some of the reasons behind this, what this will mean for the Benevolent Fund and the details around the more technical aspects of how this will happen.
The members of the Old Boys Committee have put in a lot of hard work over the years and we would like to take the opportunity to thank them for this, and the legacy that their work leaves. We are, however, extremely excited about the opportunity that this change presents and hope to engage with a larger number of our former pupils.
We are looking forward to the newly formed ‘Elizabethan Society’ offering a series of new events throughout the year, some of which will be held in Bristol, as well as others further afield. We are also committed to continuing to host an annual reunion event at the school.
The current Old Boys Society website will move to the school website, under the heading ‘Elizabethan Society’ and will continue to be updated with details of forthcoming events, news of former pupils and items of interest. The school will also be producing an annual newsletter for members of the Elizabethan Society and we welcome contributions from former pupils.
How can you help?
We hope to encourage active participation in the new society, from alumni of all ages! The following are some of the ways in which you could be involved:
Let us know what you are doing now – we would love to hear where life after QEH has taken you. Pass on your experience – our pupils always enjoy career talks and one-to-one advice sessions given by former pupils so please do get in touch if you think you could inspire the next generation.
Volunteer for our new committee – we are looking for a few volunteers to be part of an advisory group helping the school organise events for Old Elizabethans and suggesting ways in which former pupils can support current and future generations of pupils.
All existing members of the Society will automatically become members of the Elizabethan Society at no charge, providing they opt-in to receive the relevant information under Data Protection legislation. Former pupils who did not join the Society on leaving the school are now able to join by paying a one-off fee of £90.
If you have any questions about the Elizabethan Society, would like to join or put yourself forward for one of the committee volunteer roles, please contact Emily Down, Head of Marketing and Communications on EDown@qehbristol.co.uk or 0117 930 3042.