Scottish Parent Councils Association

Registered Office:

Newall Terrace

Dumfries

DG1 1LW

Tel and Fax 01387 260428

E-mail:

Web Site:

14 May 2009

To: Chairs of all Parent Councils

cc Scottish Directors of Education

Dear Chair and Parent Council Members

SPCA Extraordinary General Meetingto be held on

Saturday 13 June 2009 at 5 pm

in the Novotel Hotel, Pitt Street, Glasgow

It is proposed to hold an Extraordinary General Meeting on Saturday 13th June at 5 pm in the Novotel Hotel, Pitt Street, Glasgowinviting you to discuss the winding-up of the organisation and to progress this idea. The following motion has been tabled by the Executive Board -

“This EGM resolves that the SPCA should be formally wound up and cease trading on 30th June 2009 in accordance with the regulations pertaining to Companies House and the Office of the Scottish Charities Regulator and our own Memorandum and Articles of Association”.

The relevant section of SPCA’s Articles of Association are as follows –

“Notice of general meetings

48An annual general meeting and an extraordinary general meeting convened for the passing of a special resolution or a resolution requiring special notice shall be called by at least twenty one clear days’ notice; all other extraordinary general meetings shall be called by at least fourteen clear days' notice.

49A notice convening a meeting shall specify the time and place of the meeting; it shall also state the terms of any resolution which is to be proposed as a special resolution or extraordinary resolution (winding-up) or which constitutes a resolution requiring special notice (removal of a director or removal of the auditors), and shall indicate the general nature of any other business to be transacted at the meeting.

50A notice convening an annual general meeting shall specify the meeting as an annual general meeting.

51Notice of every general meeting shall be given to all the Full Members and Associate Members, to all the directors, and to the auditors.

52The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting”.

PROXY VOTE FORM

NOT COMING? Proxy form for the EGM on 13th June 2009 at 5 pm in the Novotel Hotel, 181 Pitt Street, Glasgow, G2 4DT

(We need YOU or your PROXY VOTEto make sure that our EGM is quorate)

If you arebooking to attend as below you do not need to complete this.

I, the undersigned, being a Member of ...... Parent Council which is a fully paid up member of SPCA for the current academic year, hereby nominate the Chair of the Meeting to act on our behalf at the meeting and in the event of any vote, to vote on our behalf.

Signature ......

Print Name ......

Please complete and return to:-

Jennifer Gallacher

Office Manager

SPCA

Newall Terrace

Dumfries, DG1 1LW

by Saturday 6th June 2009 orgive to someone attending the meeting.

(Or email details to – )

......

ATTENDANCE FORM

Please let us know if you are able to attend –

Name ...... Name of Parent Council ......

(this can be emailed to – to save postage.

......

If you are unsure if your Parent Council is currently a member, please email Jennifer Gallacher at and she will be able to confirm the position.

It is very important that as many members as possible attend this EGM to ensure the meeting is quorate.

Yours sincerely

James Ewens

President

The Scottish Parent Councils Association is a private limited by guarantee company registered in Scotland.

Company Registration number - SC152749 Scottish Charity Registration number – SC030585