Talk:2015 Annual General Meeting/Resolutions

"the Charity Commission's recommended level"

The reference to the Charity Commission having a "recommended" quorum strikes me as odd. I double checked against the CC website, and I think there's an important distinction here. The CC say that they "recommend that the quorum for a trustees’ meeting is a minimum of one-third of the total number of charity trustees plus one" (my emphasis). I guess you could read "minimum" as simply implied by the concept of a quorum, but I would assume it is there to say, "look, you should think carefully about this, but don't go lower than 1/3". That is, I really don't think the CC were intending to put downwards pressure on existing quora, but the presentation on-wiki suggests they are. Perhaps this could be clarified, if others agreed? Jarry1250 (talk) 12:57, 20 March 2015 (GMT)

Having re-read the CC advice, I think you may be right. I've suggested a slightly different presentation to avoid any inadvertent implication. --MichaelMaggs (talk) 09:09, 21 March 2015 (GMT)

Election Rules

The Election Rules cannot be changed by an ordinary resolution, it has to be a special resolution.... -- KTC (talk) 13:31, 21 June 2015 (BST)

Corrected, thanks. --MichaelMaggs (talk) 15:35, 21 June 2015 (BST)

Suggestions for additional resolution

I'd like to propose a resolution something along the lines of:

"This meeting requests the Board, as a matter of priority, to examine the systems in place to recruit new members and to approve applications for membership, with a view to putting into place better procedures at the earliest opportunity."

I think that it is becoming urgent for us to examine ways in which we could increase membership significantly, and to make sure that the application process runs as smoothly as possible. Although I'm aware that there are interconnected issues, such as the associated IT systems, I believe that identifying more precisely what we want those systems to do would allow us to anticipate problems and deal with them pro-actively, rather than reactively.

Is there anyone who would be prepared to second a motion along those lines (formerly if you prefer, although I'm happy to liaise with anyone who wanted to speak)? Any suggestions for improvement would be gratefully received. --RexxS (talk) 17:41, 24 June 2015 (BST)

Certainly, but I would also request that it includes the way membership is managed. Actually this leads to a problem in that I do not know whether I am still and member. I had been under the impression that my membership had lapsed but was unable to get a clear understanding of what this meant in practice receiving contradictory e-mails. I was lead to believe that my membership would be confirmed by the Board meeting scheduled for last weekend. However it was only during this week that I realised that the meeting had been postponed. I find it regrettable that as someone needing their membership to be confirmed that I was not informed of what was happening. One practical consequence is that I am not sure I am in a position to second your motion, much as i would like to! Leutha (talk) 12:56, 25 June 2015 (BST)

@RexxS: I'll second your motion if Leutha is unable to (or if he can and you want two seconders). Thryduulf (talk: local | en.wp | en.wikt) 14:39, 25 June 2015 (BST)

Thanks Thryduulf, I have been updated that I have to wait for its renewal. I would suggest that the resolution is amended thus (addition in bold):

"This meeting requests the Board, as a matter of priority, to examine the systems in place to recruit new members, to manage membership and to approve applications for membership, with a view to putting into place better procedures at the earliest opportunity."

Leutha (talk) 15:52, 25 June 2015 (BST)

Thank you both. I'm more than happy to propose the motion you suggest. In proposing I intended to raise the various problems that renewing or newly-joining members can face in order to emphasise that we do need to do some work on the systems (procedures as well as IT), and your wording helps. Hopefully that can now be included in the motions before tomorrow's deadline. Cheers --RexxS (talk) 20:21, 25 June 2015 (BST)

Hi all, thanks for the work on this, looks very sensibly worded to me. Will add the resolution, obviously I'm watching this page if there are any other amendments. Cheers Sjgknight (talk) 21:01, 25 June 2015 (BST)

RexxS and Thryduulf: thanks for the proposal. I've now added it to the main page with Doug and Chris listed as proposer and seconder respectively. I hope that's OK. --MichaelMaggs (talk) 13:48, 27 June 2015 (BST)

Resolutions suggested by KTC

Hi KTC, thanks for the two suggested resolutions. The board is considering them now. Could I ask you to have a look at the issues I've flagged below?

Give members notice of deadline for resolution to AGM

This seems legally straightforward, and discussion would probably focus on practicality and desirability.

Could you please confirm that your real name may be listed as proposer in addition to or instead of your username?

The proposal will need a seconder to come forward by 30th June, in time for the text to be included in the formal notice of the AGM, which will be going out on 1st July. If any member agreeing to second would care to post a statement immediately below, or to email me, the details will be added to the main page. Of course, the seconder will also need to identify by real name. --MichaelMaggs (talk) 15:45, 27 June 2015 (BST)

If no-one else comes forward, I would be happy to second this motion to enable it to be debated. The Land (talk) 11:31, 29 June 2015 (BST)

Thank you Chris, I'll add your name. Just needs now for KTC to confirm that the suggested resolution can be proposed under a real name. --MichaelMaggs (talk) 12:05, 29 June 2015 (BST)

Yes of course, it's not exactly a secret. :) -- KTC (talk) 16:03, 29 June 2015 (BST)

Set out clear procedure on how resolution may be amended

The model articles you refer to are typically applicable to commercial companies, and not to charities. There are model articles for charitable companies - which we expect to use as the basis for an update of our own articles over the next 12 months - and the charity model does not include this wording. That is deliberate, I think, as like us many charities prefer to vote on resolutions by poll to ensure that all members have a chance to vote by proxy. The other option, voting by show of hands at the meeting itself, disadvantages members who are not able to attend.

Where a poll is being held, late amendments that materially alter the scope of a resolution that has already partly been voted on cannot be allowed in any event, and that does not need stating explicitly. Amendments that do not materially alter the scope of the resolution can, under our current articles and the general law of meetings, be accepted at the chair's discretion at any time, even during the meeting itself. The wording you have suggested creates a default 48 hour lock prior to the meeting, after which no amendments can be taken at all. The purpose seems to be to make it easier for the chair to impose a lockout period, as the lock automatically comes into force without needing any positive action by anyone. That said, as the wording does allow the chair to determine that the 48 hour lock should be a shorter period, in practice the only change would be that the chair would have to make a specific determination to override the 48 hour period if he or she wanted to allow the possibility of on-the-day minor amendments.

The wording seems to add an additional level of legal complexity without significant practical benefit in the charity context. If you agree could I ask that you consider withdrawing this proposal, please?

If you do wish to press ahead:

• Could you please confirm that your real name may be listed as proposer in addition to or instead of your username?

• The proposal will need a seconder to come forward by 30th June, in time for the text to be included in the formal notice of the AGM, which will be going out on 1st July. If any member agreeing to second would care to post a statement immediately below, or to email me, the details will be added to the main page. Of course, the seconder will also need to identify by real name.

• Your wording differs from the model wording in several places, apparently to avoid use of the term 'chairman'. That's fine, but the change has created an infelicity in the last clause. Could you please consider changing it as follows:

(c) If the person who is chairing the meeting, acting in good faith, wrongly decides in error that an amendment to a resolution is out of order, the person who is chairing the meeting's error does not invalidate the vote on that resolution.

--MichaelMaggs (talk) 15:45, 27 June 2015 (BST)

• The proposal is not just there to limit how late amendments may be accepted, but also limit how early that deadline may be. As an example, the planning timeline currently states the deadline for amendments as 3 July, the same date as the formal notice of AGM is legally given. How much time does that actually give a member who doesn't check these pages? My initial idea, and what I put into the timeline when I drafted the timeline for this and last year is for the deadline for amendments to be the same as directors nomination. That would provide a reasonable amount of time after members are informed of the resolutions in the formal notice of AGM, but early enough for the charity to be able to give a copy of any amendments at the same time as ballot papers are being sent out. I am happy with the following either going forward as amended, or as an alternative. (I am also happy with changing the last clause as you suggested in either case, and yes to real name.)

10.10 Amendments to resolutions:

(a) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:

(i) notice of the proposed amendment is given to the charity in writing by a person entitled to vote at the general meeting at which it is to be proposed, and

(ii) notice of the proposed amendment is given to the charity no later than the deadline for the return of nominations for the appointment of an Elected Director, or seven clear days after notice of the resolution to be proposed is given, whichever is later (or such later time as the person who is chairing the meeting may determine), and

(iii) the proposed amendment does not, in the reasonable opinion of the person who is chairing the meeting, materially alter the scope of the resolution.

(b) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if

(i) the person who is chairing the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and

(ii) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.

(c) If the person who is chairing the meeting, acting in good faith, decides in error that an amendment to a resolution is out of order, the error does not invalidate the vote on that resolution.

• -- KTC (talk) 17:13, 29 June 2015 (BST)

I'm happy to second either (or both) versions of this, and have no problem with it being done under my real name. Thryduulf (talk: local | en.wp | en.wikt) 17:17, 29 June 2015 (BST)

I think the revised version is definitely more practical. One question though about a) iii); what does "scope" mean in this context? I am assuming that it means that you could (say) amend the Motion to set membership fees so that individual membership cost £1,000, as that is changing the effect of the motion without changing the purpose of it - but you couldn't amend the same motion to ask the Board to budget £10,000 on goldfish or so on. Is that right? The Land (talk) 21:07, 29 June 2015 (BST)

Yes. In your example, the purpose of the original motion is to set the membership fee, your first amendment is still about setting the membership fee so that's okay, whereas the second amendment is no longer about membership fee, so that's out of scope of the original motion. -- KTC (talk) 21:41, 29 June 2015 (BST)

Let's go with this new wording, then. --MichaelMaggs (talk) 22:02, 29 June 2015 (BST)

Minimum duration for an online vote

It seems a bit odd that a *maximum* of 28 days is specified for online voting, but no minimum. Shouldn't votes have to be open for a minimum amount of time (a week?) before being closed, to allow for every board member to have a chance to see it and vote on it? Thanks. Mike Peel (talk) 16:56, 29 June 2015 (BST)

I don't think so, as sometimes decisions might need to be taken very quickly, requiring perhaps a period of a couple of days. In that case obviously in practice we'd not just rely on email but telephone or do whatever is needed to make sure all trustees are aware that an urgent decision has to be made. That's what we do now. --MichaelMaggs (talk) 17:02, 29 June 2015 (BST)

Perhaps set a minimum time that may be waved if the issue is urgent? Thryduulf (talk: local | en.wp | en.wikt) 17:19, 29 June 2015 (BST)

There's not a lot of point to having an "exceptional circumstances" provision. It just leads to arguments over whether the circumstances are exceptional enough. Londonstatto (talk) 23:20, 29 June 2015 (BST)

I think this follows the same wording as we currently have for "paper" votes, which we have been using as the legal grounds for the conduct of on-wiki votes since some time ago. The Land (talk) 21:10, 29 June 2015 (BST)

Fair enough, but I am worried that this may lead to rushed decisions, and it runs the risk of excluding trustees that don't respond quickly. Mike Peel (talk) 20:35, 30 June 2015 (BST)

It certainly won't result in any increase in rushed decisions, as it simply clarifies that the Board in fact has a power that it has claimed to have since 2008. (The number of on-wiki votes has fallen dramatically in the last couple of years, as the number of Board decisions has reduced). The Land (talk) 18:42, 2 July 2015 (BST)

2015 Annual report

I've just received my notification of the AGM and, as I will not be attending in person, wanted to look at the relevant documents etc. before filling in the proxy form. In relation to the "motion to note the annual report and accounts", I can't find the report. Can anyone give a link as I would find it difficult to support "noting" them without reading them. I'm also slightly surprised that the vote is to "note" rather than "accept" the report as I've seen in other organisations. Does this mean the membership doesn't have an opportunity to question or even reject the report?Rodw (talk) 18:51, 20 July 2015 (BST)

Hi Rod, I understand from D'Arcy today that the annual report and accounts will be sent to members along with the annual review on Wednesday. The motion to 'note' the report and accounts is legally correct, as those are a statutory documents that have to be prepared and signed off by the trustees and the company's auditors for submission to Companies House. The trustees and auditors have legal responsibility under company law for their contents, and that responsibility cannot be sub-contracted to the membership. It's true that sometimes small organisations will include a motion to 'accept' at the AGM, but that is not correct. Members will however have the opportunity to raise questions at the meeting. --MichaelMaggs (talk) 19:04, 20 July 2015 (BST)

So if they are being sent on Weds (22nd) I might get them Friday (24th) - I live out in the sticks - so I don't see how anyone could cast their proxy vote on the forms I've been sent for them to arrive in the office in London in time for a meeting starting at 10.30 at a different venue in London. I note the email option, but I'd still have to be a fast reader & cast an email proxy vote very quickly.Rodw (talk) 19:25, 20 July 2015 (BST)

You will get them on Wednesday, as they are being sent to all members by email. Proxy votes have to be received (by email if desired) by 3pm on Thursday, 23rd - see also the proxy form itself. --MichaelMaggs (talk) 19:30, 20 July 2015 (BST)

The AGM notice, proxy form, ballot paper and voting form, along with the resolutions/election rules and revision, and candidate statement seem to have been sent out by post rather than email: I received them today, but they might have arrived earlier since I just got back from Wikimania. The email notification of the AGM arrived back on the 1st July, though. So presumably it is just the annual report and accounts that will be sent by email tomorrow? Thanks. 80.229.11.121 20:38, 21 July 2015 (BST)

To come are the statutory report and accounts, plus the charity's annual review. --MichaelMaggs (talk) 09:06, 22 July 2015 (BST)

Email with the annual report received today (Thurs 23 July) at 10.51 with a note saying "Please remember that if you are voting by appointing a proxy the deadline to do so is 3pm on 23rd July." I'm sorry but four hours in the middle of a working day (with various deadlines for marking etc to be finished today) means that I have not been able to submit my proxy votes before the deadline.Rodw (talk) 15:56, 23 July 2015 (BST)