[EVERTON FOOTBALL CLUB COMPANY
LIMITED]
[MINUTES OF EXTRAORDINARY GENERAL MEETING
HELD AT THE CHAMBER OF COMMERCE, OLD HALL STREET, LIVERPOOL,
ON TUESDAY, 17th APRIL, 1962]
Present: Mr. John Moores (Chairman) and Messrs. R. E. Searle, J. C. Sharp, N. W. Coffey,
C. E. Balmforth, F. Micklesfield, J. Taylor and E. Holland Hughes, Directors, and 62 Share-
holders, together with the Secretary.
NOTICE
The Secretary read the notice convening the Meeting, the Special Resolution having been
circulated was taken as read.
PRESS
It was agreed that the members of the Press should be admitted.
The Chairman gave the reasons for the proposed alterations to the Articles of Association,
views opposing the proposals were expressed by Messrs. R. G. Nuttall and G. F. Barton, the
main objection being the clause stating that the number of Directors of the Company shall be not
less than five. Views were also expressed by Messrs. D. M. McPhail, W. Macaulay, F. De Longa
and G. H. Garner.
AMENTMENT
It was agreed to accept an amendment for the minimum number of Directors to be seven, and
Mr. T. Parker then proposed that the special resolution be adopted subject to the substitution of
the word "seven" for the word "five" in Paragraph (3) 12. (1). This was seconded and duly
carried by the requisite three-fourths majority.
The Chairman then declared that the following Special Resolution as amended in Red was
duly carried.
SPECIAL RESOLUTION
That the Articles of Association of the Company be altered in manner following:—
(1) Clauses 52 and 53 of Table A (1862) shall cease to apply to this Company and the existing
Article 12 of this Company's Articles is repealed and shall be deleted.
(2) In clause 57 of Table A aforesaid there shall be added (so as to constitute an additional
ground of disqualification) after the words "any Contract with the Company" the words-—
"If he resigns his office by notice in writing to the Company".
(3) There shall be inserted a new Article (to be numbered 12) as follows:—
“12. (1) The number of Directors of the Company shall be not less than seven.
(2) Unless otherwise fixed by the Directors under the power conferred upon them
by clause 66 of Table A, the quorum necessary for the transaction of the
business of the Directors shall be three.
(3) If and so long as the number of Directors is reduced below the number fixed by
or pursuant to the regulations of the Company as the necessary quorum of
Directors, the continuing Directors or Director may act for the purpose of
increasing the number of Directors to that number, or of summoning a General
Meeting of the Company, but for no other purpose, and clause 56 of Table A
shall operate subject to this present provision.
(4) The number of Directors of the Company shall be not more than eight until such
time as the number of Directors in office shall be reduced to seven by reason
of the death, voluntary resignation, disqualification, or removal of any one
Director (but so that retirement by rotation shall not be treated as voluntary
resignation, disqualification or removal). After the number of Directors in office
shall have been so reduced to seven, the number of the Directors of the Company
shall be not more than seven.
(5) While the Board of Directors consists of eight members under the provisions of
the last preceding sub-clause they shall retire in the following rotation: Three
of their number shall retire at the Annual General Meeting to be held in 1962,
three in the following year, and two in the next following year. The Directors to
retire as aforesaid in the successive years shall, unless the Directors agree among
themselves, be those who have been longest in office since their last election,
and in case those who have been longest in office are more than the number to
retire, then those to retire shall be determined by lot. If in any year the number
of those who have been longest in office is less than the number due to retire,
then (unless the Directors agree among themselves) those who have been longest
in office shall retire, and the additional Director to retire shall be determined by
lot from among those who have been next longest in office. If the Board still
consists of eight members after the said third year, then the said cycle of three
years shall continue in force from time to time so long as the Board remains
composed of eight members, and accordingly, in each successive cycle of three
years, three Directors shall retire in the first year of the cycle, three in the
second year, and two in the third year.
(6) If and when the Board shall be reduced to seven in number under sub-clause (4)
hereof, a new series of cycles of three years shall commence to operate, and
accordingly at the first Annual General Meeting after the Board has been so
reduced, three Directors shall retire by rotation, two shall retire in the next year,
and two in the next following year, and so on from time to time. In case those
who have been longest in office are more than the number to retire, then those
to retire shall be determined by lot. If in any year the number of those who have
been longest in office is less than the number due to retire, then (unless the
Directors agree among themselves) those who have been longest in office shall
retire and the additional Director to retire shall be determined by lot from
among those who have been next longest in office.
(7) Clauses 58, 59, 61, 62, 63, 64 and 65 of Table A shall apply only subject to the
provisions hereinbefore contained."
