Notice has been provided to members of the Society’s Annual General Meeting to be held at 11am on
Wednesday 29th April 2015, in Meeting Room 3, 2nd Floor, Central Library, St. Peter’s Square, Manchester M2 5PD.
Details of the notice can be found
Voting packs containing the Notification of AGM,
voting form and Summary Financial Report have been
dispatched to all Society members. The deadline for all postal votes to be received is Friday 24th April 2015.
Any member of the Society may attend the Meeting in person
if they wish to do so. The Meeting provides an opportunity
for members to meet and discuss matters with the Directors and
Agenda for our Annual General Meeting
At our Annual General meeting on Wednesday 29th April 2015 at 11.00am the following resolutions have been proposed:
1. To receive the Directors’ Report, Annual Accounts and Annual Business Statement for the year ended 31st
The full version of the Annual Report and Accounts is available by clicking here
2. To consider and, if thought fit, pass an Ordinary Resolution to appoint PricewaterhouseCooper LLP as Auditors until the conclusion of the next Annual General Meeting.
Auditors are required to be appointed by the members each year.
3. To consider and, if thought fit, pass an Ordinary Resolution to approve the Directors’ Remuneration Report for the year ended 31st December 2014.
Although it is not a legal requirement, members are asked to approve the Directors’
Remuneration Report set out in the Annual Report and Accounts.
4. To consider and, if thought fit, to elect or re-elect the following three Directors:
- To re-elect John Philip Allen
- To re-elect Harry Francis Baines
- To re-elect Paul Andrew Lynch
Directors are required to be elected or re-elected by members of the Society. Brief
details for each director standing for election or re-election are set out in the
Notice of Meeting.
5. To consider and, if thought fit, to pass the following resolution as a Special Resolution:
That the Memorandum of the Society be amended by:
(i) in paragraph 2 deleting “The principal office of the Society is Queens Court, 24 Queens Street,
Manchester, M2 5AH” and inserting in its place
“(a) The principal office of the Society is 125 Portland Street, Manchester, M1 4QD; and
(b) the Society’s Board of Directors may from time to time by resolution change the place of
the principal office.”;
(ii) in paragraph 4(a) deleting "other than by the creation of a floating charge";
(iii) in paragraph 7 in the definition "dispose (or disposing)" deleting "(except by way of floating charge)";
(iv) in paragraph 7 in the definition "parent undertaking" deleting "section 258 of the Companies Act
1985" and inserting "section 1162 of the Companies Act 2006".
That the Memorandum of the Society be amended in the manner specified in the document produced to the
Meeting and initialled by the Chairman for the purposes of identification.
Memorandum Changes: The Board is proposing that the Society's Memorandum be changed at this year's AGM.
The Society last updated its memorandum in March 1998. The proposed changes are to update:
(i) the Society’s Principal Office address with the Rules;
(ii) a reference to an out of date section of the Companies Act 1985;
(iii) the Memorandum with the Financial Services (Banking Reform) Act 2013 by removal of the restrictions
on floating charges. Previously, the Building Societies Act 1986 contained a prohibition on building societies
giving a floating charge (a charge that allows assets covered by the charge to be bought or sold, which only
becomes fixed in certain circumstances such as default by the Society). This prohibition has recently been
removed by Parliament. The Board would only give a floating charge over some or all of the Society's assets
if it thought this was in the best interests of the Society.
The Board believes these Memorandum changes benefit the Society and its members and gives the Society
the powers it needs to align the Memorandum with legislative revisions. In now doing so the Board are
following the publication by the Building Societies Association (BSA) of a new edition of its model
Memorandum (2014) on which the Society’s Memorandum is based. The Board recommends that members
vote for the Memorandum changes.
The schedule of the Proposed Alterations to the Memorandum are set out
The Proposed Changes to the Memorandum set out in a marked up document are available
The Proposed Memorandum in final form is set out
Attending the AGM
Location: Meeting Room 3, 2nd Floor, Central Library, St. Peter’s Square, Manchester M2 5PD.
Transport: The Central Library is next to the St. Peter’s Square Metrolink stop, or a short walk from
Oxford Road train station. There is a car park nearby at Manchester Central, M2 3GX.
Timing: Access to the meeting room will be available from 10.30am. To allow for registration
please arrive in good time prior to the start of the Meeting. Light refreshments will be provided
before and after the Meeting.
Access: In order to gain access to the Meeting please bring your latest statement, your passbook
or the most recent communication from us showing your name and account number.
Directions and further information about Manchester Central Library can be found on the library’s
Documents Available to Download
The following documents provide members with details of the proposed memorandum changes:
Notification of AGM
Summary of Memorandum Changes
Proposed Alterations to Memorandum
Proposed Final Memorandum
The Summary Financial Report and Annual Report & Accounts can be accessed by clicking
The following sections provide answers to the most commonly asked questions regarding the Society’s AGM;
What is an Annual General Meeting (AGM)?
Members are entitled to receive notice of, take part in and (subject to eligibility) vote at the Society’s Annual General Meeting (AGM).
The AGM is held to present the Annual Accounts and Directors’ Report on the Accounts, to appoint or reappoint the auditors, and to elect or re-elect Directors. During an AGM, members are able to ask questions of the Board and make comments on the Society’s business.
Who can vote at an AGM?
Manchester Building Society Rules incorporate the principle of “one member, one vote”. This means that members have one vote each, regardless of the size of their savings account or mortgage loan. If a member is both a saver and a borrower with the Society, they will still normally have just one vote. Members have the right to vote on resolutions put forward at an AGM.
Members unable to attend an AGM (or do not wish to attend) can appoint a proxy to attend and vote on their behalf. The Society will normally send a proxy form on which to indicate voting wishes.
How are directors elected?
At the AGM members elect or re-elect the directors of the Society. Manchester Building Society has a Board of Directors, all of which are members of the Society.
The Board of Directors takes major decisions in the running of the Society, such as deciding on the overall levels of interest rates, the products and services to be offered and the business strategy.
Do all members have rights?
Most people taking out a mortgage or opening a savings account with the Manchester Building Society
become members and therefore have the rights mentioned above. Savings members of the Society may not
have voting rights if their account balance drops below a certain level (currently £100).
This also applies to borrowers whose outstanding mortgage has fallen below a value (currently £100).
What are the results of the 2014 Annual General Meeting?
The Society’s AGM was held on Monday 16th June 2014, at Manchester Art Gallery.
The voting results from the AGM are provided below;
The Ordinary Resolutions were passed by a show of hands from members at the meeting.
|1. To receive the Annual Report and Accounts
|2. To appoint PricewaterhouseCooper LLP as auditors
|3. To approve the Directors' Remuneration Report
Appointment of Directors:
The resolutions to elect or re-elect each of the Directors was passed by ordinary resolutions
based on a poll. The results of the poll are set out below.
|4(a) To elect Harold Francis Baines
|4(b) To elect Ian Andrew Dewar
|4(c) To re-elect Christopher Williamson Gee
|4(d) To elect David Alan Harding
|4(e) To elect Fiona Brown Smith
The resolution to approve the changes to the Rules was passed by special resolution based on a poll. The results of the poll are set out below.
5. To approve the Rule changes
A mutual society is run in the interest of its members, the savers and the borrowers – they are the owners and the business entity is not listed on the Stock Market.
A key advantage of this over a Stock Market listed or “plc” bank is that a mutual does not have to pay dividends to its shareholders. This means that the profit a society makes can be put back into the organisation to benefit its members, through delivering good interest rates and maintaining or improving its services.
For information on your full rights as a society member download the PDF leaflet ‘Your Rights as a Building Society Member’ by