Annual General Meeting of Befriending Networks
5 November 2025
Calling Notice: Annual General Meeting of Befriending Networks Ltd.
Dear Members and Supporters,
Notice is hereby given that the Annual General Meeting (AGM) of Befriending Networks Ltd will take place on Wednesday 5 November 2025 at 12:30 via Zoom. Our AGM will be incorporated within the annual conference taking place during Befriending Week.
- Members should book to attend via our website
- Non-members who wish to attend both the conference and the AGM should book to attend via our website.
- Non-members (AGM only) should email susan@befriending.co.uk for the link to the online meeting.
The agenda for the AGM and meeting papers can be found in the Downloads section of this page.
This AGM will include a Special Resolution to be presented to the membership of Befriending Networks to update our governing documents. All members are invited to vote on this Special Resolution and the Election of Directors in advance of the AGM using an online proxy vote. Vote Now
Apologies should be sent to info@befriending.co.uk
For any further information or questions please email susan@befriending.co.uk
By order of the Board of Directors
Susan Hunter, Company Secretary
11 September 2025
Special Resolution
The Board of Directors propose to the membership that the following Special Resolution be voted upon. For the Special Resolution to pass:
- One-fifth of the total membership must cast a vote (either during the meeting or by online proxy)
- And, of those voting, 75% of members must support the resolution.
The Board of Directors invite members to cast their vote by online proxy, ahead of the AGM, using this instrument of proxy.
Special Resolution: Replacement of Articles of Association
Pursuant to section 21 of the Companies Act 2006 and in accordance with the Charities and Trustee Investment (Scotland) Act 2005, it is hereby proposed as a Special Resolution that:
- The existing Articles of Association of the Company {ref 2011} be revoked in their entirety.
- The new Articles of Association {ref 2025}, in the form attached to this resolution and initialled by the Chair of the meeting and available at www.befriending.co.uk/agm, be adopted as the Articles of Association of the Company in substitution for and to the exclusion of the existing Articles.
- The Board has received consent to amend the charitable objects and purposes as required by the Office of the Scottish Charity Regulator (OSCR) to ensure compliance with charity law and to facilitate registration of the revised Articles.
- This resolution shall take effect from the date of filing with Companies House.
Members can vote now.
Special Resolution and Proxy Voting Frequently Asked Questions
Why is this Special Resolution needed?
The Board of Directors have been undertaking a review of our policy, procedures, and organisational governance. The current articles of association were written in 2011 and need multiple areas of revision. The Board of Directors have taken great care to ensure that the proposed articles of association will serve the organisation well for the future. Some of the changes will provide greater procedural clarity to Directors and Members, other changes modernise how we can operate using digital and online means, the changes also include a revision to our meeting quorums and duration of service as a director. A notable change is the update to our charitable objects and purposes.
Why is Befriending Networks updating its charitable objects and purposes?
In undertaking this review and with the clarity of our strategic work and direction, it was important to the Board of Directors that our charitable objects and purposes reflect our activities.
For this reason, we requested consent of OSCR to change our charitable purposes, this has been approved and our purposes, in accordance with the 2005 Act will be:
(f) the advancement of citizenship or community development.
(n) the relief of those in need by reason of age, ill-health, disability, financial hardship or other disadvantage.
Our new object will be โto advance community development through the promotion of befriending, and the provision of support to befriending organisations and their befrienders.โ
Our current object is โto relieve the suffering and distress. Promote the welfare of and advance the education of people by the provision of an organisation to develop befriending services.โ Whilst our purpose in accordance with the 2005 Act states: “any other purpose that may reasonably be regarded as analogous to any of the preceding purposes”.
We believe that these changes give improved clarity as to who we are and who we serve.
What is a proxy vote and who am I giving my proxy to?
A proxy vote is an instruction to another person to cast your vote on your behalf. In this instance we are using an online process which lets you express your voting preferences, which will then be lodged by our Chairperson during the AGM. If you leave your voting preferences blank, the Chairperson of Befriending Networks will vote in the best interests of the charity.
Why should we make a proxy vote?
Providing your vote in advance will help Befriending Networks to ensure that we have the level of engagement and support of our members for this Special Resolution. It will make our AGM a smoother experience and provides all members with the option to vote, even if they cannot attend the AGM. If you are attending our AGM we encourage you to use this proxy vote option โ as we know that plans can change last minute.
When can I vote?
Your proxy vote must be received 48 hours before the AGM. You can vote anytime between 1 September 2025 and 12:30 on Monday 3 November 2025.
Will you accept proxy votes after the closing date (12:30, Monday 3 November 2025)?
No. But you can attend the AGM and vote during the meeting.
What information do we need to provide on the instrument of proxy?
You will be asked to provide:
- your organisation’s name.
- your organisationโs charity or company number (if applicable).
- your name.
- contact email address
- your voting preferences.
How many votes does my organisation have?
Each member organisation has one vote on the Special Resolution. Your organisation must determine who will vote on behalf of the organisation. If two or more votes are lodged by your organisation, we will contact you to discuss.
Vote Now
This AGM will include a Special Resolution to be presented to the membership of Befriending Networks to update our governing documents. All members are invited to vote on this Special Resolution and the Election of Directors in advance of the AGM using an online proxy vote.
