17/07/2026
Message to all our seniors:
Dear Members,
I am writing to provide clarity following the recent communication issued by the HQC regarding the proposed Extraordinary General Meeting (EGM).
It is important that members have accurate information based on the Companies Act 2006 and the BJC’s existing Articles of Association and Bye‑Laws.
1. Directors’ Quoracy and AGM Date Selection
The HQC states that the directors “have been unable to hold a quorate meeting” and therefore selected the AGM date via an online voting system.
Under the Companies Act 2006, directors must act collectively at properly convened meetings unless the Articles expressly permit alternative procedures. If quoracy has not been achieved, this is a governance issue that should be addressed transparently.
2. Members’ Statutory Right to Call an EGM
The HQC states that the call for an EGM is “not legally valid”.
Under Section 303 of the Companies Act 2006, members holding at least 5% of the voting rights have a statutory right to require the directors to call an EGM.
This right:
Exists at all times
Does not depend on the AGM date
Does not require High Court involvement
Does not require signatories to sign on the same date
Does not require signatories to sign the final formatted version
Does not require signatories to sign each resolution individually
The law is clear: If the 5% threshold is met, the request is valid.
3. HQC’s Stated Reasons for Invalidity
The HQC lists several reasons why they believe the petition is invalid, including signing dates and resolution subsets.
None of these reasons appear in the Companies Act.
The Act requires only:
A written request
Signed by members holding at least 5% of voting rights
Stating the general nature of the business
There is no legal requirement for identical signing dates or identical resolution formatting.
4. “Frivolous or Vexatious” Claim
The HQC states that the petition is “frivolous or vexatious” under s.303(5)(c).
This clause applies only where a resolution would be:
Legally ineffective
Defamatory
Or genuinely frivolous (i.e., without legitimate purpose)
A resolution to remove directors is explicitly lawful. Members may do so at any time, not only at an AGM.
Therefore, the petition is not frivolous or vexatious in law.
5. High Court Injunction Suggestion
The HQC states that “the correct route” is for me to apply for a High Court injunction (N16A).
This is incorrect.
The Companies Act provides a direct statutory mechanism:
If the Board refuses to call an EGM within 21 days,
Members may call the meeting themselves under Section 305.
No injunction is required unless the Board seeks to block members’ statutory rights — and even then, the burden lies on the Board.
6. Notice Distribution and Validity
The HQC states that EGM notices “lack legal validity” because some members did not receive them.
Under the Companies Act:
A notice is valid once sent to the member’s last known contact details.
Actual receipt is not required for legal validity.
If any member did not receive a notice, the correct action is to update contact details — not to invalidate the request.
7. IMPORTANT CLARIFICATION REGARDING LICENCE STATUS BASED ON BJC ARTICLES & BYE‑LAWS
For clarity, members should be aware that under the existing BJC Articles of Association and Bye‑Laws, membership is defined as holding a current, paid‑up licence. A lapsed licence results in automatic loss of membership, voting rights, HQC eligibility, and directorship.
It is my understanding that Mr Sherwood’s licence has expired, and therefore he is not currently a member of the company within the meaning of the Articles. This is not a personal criticism; it is simply a factual clarification of the legal position under the BJC’s governing documents and the Companies Act 2006.
This clarification is essential because the email issued by Mr Sherwood purports to speak on behalf of the HQC and the company, of which he is no longer a member under the existing BJC Articles and Bye‑Laws due to his lapsed licence.
8. Allegations of “Vote Rigging”
The HQC suggests that holding an AGM in August may be perceived as “vote fixing” and that the EGM may appear to be “vote rigging”. The HQC urge you, for the sake of the BJC, to remain calm, avoid contralesionally gossip and to allow the AGM to take place.
Members should be aware:
Exercising statutory rights is not vote rigging.
Governance communications should remain factual and neutral.
Language implying misconduct should be avoided unless supported by evidence.
Members should also be aware that the timing of an EGM is not chosen by any individual. The date is governed strictly by the BJC’s Articles of Association and the statutory timescales set out in Sections 303–305 of the Companies Act 2006. Once a valid member request is submitted, the directors are legally required to call the meeting within 21 days, and the meeting itself must be held within 28 days thereafter. These timelines are mandatory and not subject to personal discretion.
Members should also be aware that, prior to the circulation of Mr Sherwood’s email, two directors who had been supporting his position formally resigned from office. Under the Companies Act 2006 and the BJC’s Articles of Association, a director’s resignation takes immediate effect. As a result, the HQC and the Board were not quorate at the time the communication was issued, and the statements made in the email do not represent the decisions of a properly constituted Board.
9. My Position
I respect the HQC’s right to express its view. However, several statements in the communication are legally inaccurate, and members deserve clarity.
My position is simple:
The Companies Act gives members clear rights.
Those rights must be respected.
Governance must remain lawful, transparent, and fair.
Members should be able to make informed decisions based on accurate information.
I encourage all members to remain calm, avoid misinformation, and rely on the Companies Act and the Constitution as the authoritative sources.
Yours sincerely,
Ron Hall Member, British Judo Council
