INCA AGM 2026

The INCA AGM will be held on Wednesday 20th May 2026 at the Holiday Inn Milton Keynes East. In advance of this meeting INCA members are invited to vote on the following:

1: Proposed changes to the INCA Articles of Association.

2: Re-Appointment of Chair

3: Appointment of the INCA Board of Directors.

In order to place your votes (one vote per member company) please confirm the following:

INCA AGM - Special Resolution

Following a Special Resolution at the INCA AGM 2025 the INCA Articles of Association have been professionally reviewed and amended in accordance with and following member approval for the proposed changes voted on at the AGM held on 20th August 2025. The Articles of Association were last updated back in July 2014.

IT IS RESOLVED THAT the Company adopts the new Articles of Association as distributed and attached below.

Reasons for the resolution:

1: To update the Company’s governance structure
2: To reflect current operational requirements
3: To align with modern model articles for companies limited by guarantee

All members are therefore invited to consider the draft document and submit their vote on adopting the revised Articles of Association  by Friday 15th May - key changes as follows.

Approved by special resolution at the 2025 AGM:

1: Potential to increase the size of the INCA Board of Directors: Allowing for the flexibility to increase the size of the INCA Board of Directors to 4 system designers (currently 3) and 4 contractors (currently 3) leaving the associate numbers unchanged (currently 2)  should the board ever decide it to beneficial to do so.

2: Appointment of Directors for 2 year term (previously 1 year): INCA Directors to be appointed for a term of 2 years rather than having to be reappointed annually.

3: Directors to serve a maximum of 4 (2 year) terms (currently no maximum): A maximum number of (2 year) terms a director can serve on the INCA Board to be set at 4 plus a term in the role of Chair / Vice-Chair.

4: Chairpersons term extension: An option for the INCA Chairperson's term (currently 2 years) to be extended by a single additional year if deemed appropriate to do so.

5: Alternate Director: Removal of the option for any Director to appoint an alternate Director to attend meetings on his/ her behalf.​

6: Director Remuneration: Removal of any entitlement for Directors to receive remuneration thus keeping the position voluntary.​ This does NOT affect any option to reimburse any reasonable expenses.​

Additional Changes Proposed:

7: Appointment of Chair & Vice Chair: Flexibility in the requirement for the appointment of Chair and Vice Chair to alternate between System Designer and Contractor member.

8: General Update: Wording amended to bring up to date (gender neutral terminology, online meetings, electronic voting etc).

DOWNLOAD: INCA Articles of Association. April 2026 DRAFT

VOTING: SPECIAL RESOLUTION