FOBGA Extraordinary General Meeting (EGM)
Monday 24 March 2025
Dear Friends and Patrons,
Please find with this letter papers for the Extraordinary General Meeting (EGM) of the Friends of Oxford Botanic Garden and Arboretum (FOBGA) to be held on Monday March 24th 2025 at the Pavilion, St Hilda’s College Oxford at 6.30pm.
Since the AGM on September 24th 2024, the Board of Directors of FOBGA has consisted of three University employees (myself, Professor John Geddes, and Marius Apetrei) and four ‘independent’ Directors not employed by the University (Dr Janita Good, Richard Deverell, John Leighfield and Professor Sally Shuttleworth). The election of the ‘independent’ Directors at the AGM followed legal advice from the lawyers representing the Friends, BDB Pitmans LLP (now Broadfield Law UK LLP) to help manage potential conflicts of interest.
Following the AGM, the Board of Directors has worked with the lawyers to negotiate the terms of the asset transfer to transfer assets and liabilities of FOBGA to the University/Department of OBGA. The first draft of the deed was prepared by University Legal Services and amended after a number of discussions between FOBGA Directors and the Lawyer representing FOBGA. During these discussions it was agreed that to avoid conflicts of interests from three of FOBGA Directors being employees of the University that they should recuse themselves from meetings involving the final amendments to the deed. The conflicts arose because effectively the University employee Directors are principals on both sides of the asset transfer transaction and so are unable to act solely in the interests of FOBGA. All Directors agreed to manage the conflicts by constituting a board committee comprising the four non-University Directors to negotiate and agree the terms of the asset transfer deed and instruct Broadfield Law UK LLP accordingly. Following these discussions, the revised deed was presented to University Legal Services for further discussion and approval. After some further minor amendments requested by the University, the terms of the deed were agreed. These were approved at a meeting of the Board of Directors of FOBGA on February 28th and are among the documents accompanying this letter. At that Board Meeting, Dr Janita Good was elected as Chairman of the Board of Directors and will speak on behalf of the FOBGA Board of Directors at this EGM.
You will find accompanying this letter, a letter from Dr Good, notice of the EGM which sets out the resolution that will be put to you at the meeting, which the Directors strongly urge you to support. Also enclosed are forms of proxy which in the event of your not being able to attend the EGM should be returned to the Friends’ Administrator before 21st of March 2025.
Yours sincerely
Professor Simon Hiscock
Director of Oxford Botanic Garden and Arboretum
Letter from the Chairman of the Friends
