For members of the Dulwich Society only

Dear Dulwich Society member,

I am writing to you to alter the time of the AGM on 20 May 2024 and to give you notice of a Special General Meeting that will be held shortly before the AGM and which has been called by 34 of the Society's members.

I am sorry for the length of this letter, but the trustees think that it is important to set out their reasons for recommending that you vote against all four motions to be considered at the SGM and in favour of the motion to adopt the new rules at the AGM.

Annual General Meeting and Special General Meeting on 20 May 2024
The 14 trustees elected by the members of the Dulwich Society are responsible, not only for achieving the Society's charitable objectives, but also to ensure its good governance. 

Our activities are restricted to our objects which are agreed with the Charity Commission and set out in detail in our rules (see clause 2 of the old and new rules). The objects of the Society can be summarised as: “to foster and safeguard the amenities of Dulwich”. 

Your Society has had a dynamic year of activities and we have issued our annual Report and Accounts. You will also have read about what we have achieved in our monthly eNews and our quarterly Journal.

The AGM, for which we have already given notice (see here), is another opportunity for you to learn more about the good works of the many volunteers that support our activities and the functioning of your Society. I encourage you to attend the meeting to be held at Alleyn's School, Townley Rd, SE22 8SU on 20 May 2024:

7:30pm Special General Meeting (see below)
8:30pm Annual General Meeting

Please find the minutes of the 2023 AGM here (PDF)
The Annual Report 2023 can be found here (PDF)
The Accounts for the year ended 31 December 2023 can be found here (PDF)
The list of nominees for the Executive Committee can be found here (PDF) and brief biographies here (PDF).
The draft Rules proposed for adoption in item 6, can be found here

In order to ensure a fair hearing for all arguments whilst maintaining a cordial discourse, please see the meeting procedures that will apply to the meetings. All participants at the meetings are expected to behave in a respectful manner. The meetings are covered by the Society's policies, in particular those relating to behaviour and discipline: code of conduct and complaints.

Nomination forms for election as an Officer or Member of the Executive Committee can be found here or obtained from the Secretary. Nominations must be submitted in writing to the Secretary by two Society members not later than fourteen days before the AGM (i.e. by Monday 6 May 2024) and must be endorsed by the candidate in writing, (Rule 9). Candidates must be members of the Society.

Annual General Meeting
The AGM is an important part of governance as it is not only our opportunity to tell you what has been going on over the past year, but also your opportunity to elect the trustees and hold the trustees to account. 

The Dulwich Society has a very good record of governance. As part of that good governance, this year an additional and important function of the AGM is to adopt a new set of rules governing the Society.

New rules to govern the Society
The old rules are showing their age and need updating. At last year's AGM we announced draft new rules and a year-long consultation with members which recently came to an end. 

The proposed new rules follow very closely the model constitution published by the Charity Commission. Three members responded to the consultation and the trustees accordingly made certain revisions where such suggestions were not inconsistent with the Charity Commission model constitution. The full text of the proposed new rules is available on our website (section “About the Dulwich Society”). We will have, without doubt, a “gold standard” constitution subject to their adoption. 

The motion to adopt the new rules is number 6 on the agenda of the AGM and requires a two thirds majority of members voting. The trustees strongly recommend that you attend the AGM and that you vote in favour of the adoption of the new rules. 

All of the trustees, subject to their ability to attend the AGM, will be voting for adoption of the new rules.

Special General Meeting
We hereby give notice, at the request of 34 of our members, of a Special General Meeting (“SGM”) to take place on 20 May at 19:30 also at Alleyn's School, Townley Rd, SE22 8SU, immediately preceding the AGM.

Three of the four SGM motions proposed are germane to the new rules and we have scheduled the two meetings to be adjacent to avoid the need for you to attend to two separate meetings in quick succession on matters of a similar topic, and also to ensure the best attendance at both meetings to achieve the widest democratic mandate for the decisions you are being asked to make. 

The holding of both general meetings together also minimises the outlay to the Society's funds which could otherwise be used for its charitable activities. 

In spite of the significant impact on the rules of the Society of motions two and three, the wording of each of motions two, three and four, means that they require only a simple majority to be adopted and not the two-thirds majority that would normally be needed to change the rules. 

Any one of the SGM motions two, three and four, if passed, would prevent the adoption of the new rules at the following AGM. Accordingly, the trustees strongly recommend that you attend the SGM and that you vote against motions two, three and four of the SGM.

All of the trustees, subject to their ability to attend the SGM, will be voting against these motions.

The trustees consider motion one to be misguided. The Society has not, does not and will not engage in misrepresentation. 

The Society, as part of its charitable activities, engages with third parties. We recently wrote to certain of the more significant of them. None reported any misunderstanding in relation to who we are communicating on behalf of. 

Accordingly, the trustees recommend that you attend the SGM and that you vote against motion one of the SGM. 

All of the trustees, subject to their ability to attend the SGM, will be voting against motion one.

The trustees are proud of the work that the Dulwich Society has achieved over the past year and the 60 years since the Society was formed. We are keen to continue this work in the future. Please attend the SGM and AGM for an interesting talk, an update on the work of our volunteers, and to pass the new rules in order that the Society is equipped with a gold standard constitution to ensure its continued good governance for the future.

Yours sincerely,

James Thompson
Chair of the board of trustees of The Dulwich Society
For and on behalf of the trustees