Re: [Ql-Users] Quorums
In message 4d891d39.6000...@rwapservices.co.uk, Rich Mellor r...@rwapservices.co.uk writes On 22/03/2011 20:25, John Taylor wrote: On 22 Mar 2011, at 18:43, Geoff Wicks wrote: -- From: John Taylorj_taylo...@btinternet.com Sent: Tuesday, March 22, 2011 6:18 PM To:ql-us...@q-v-d.com Subject: Re: [Ql-Users] Quorums On 22 Mar 2011, at 16:57, Geoff Wicks wrote: A Quanta member has sent the committee some suggestions for amending the constitution to provide for the situation where an AGM is inquorate. I raised this question at the 2008 AGM and John Mason said that proxy votes count towards a quorum. (The quotation comes from the minutes of the meeting.) I tend to disagree with John on this point, but I am unable to prove that he is wrong. Equally I am unable to prove that he is right. I spent some time researching this last night and came across a lot of contradictory opinions, but no definite legal argument or opinion either way. I wonder if there is anyone with experience of this problem who could point me to a legal source or similar authority that could give a (more or less) definitive answer to the problem. Should it be possible for proxy votes to count towards a quorum and should Quanta wish to do that, it would seem sensible to include it in the constitution so that there is no misunderstanding should an inquorate situation occur. As one of the people who has offered to help in the drafting of a constitution I would be unhappy about including anything about which I was not legally certain, Best Wishes, Geoff ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm Geoff The Charities Commission publishes a model constitution which you can get as a PDF file. A quorum must be PRESENT. Present is the operative word. As proxies are unable to take part in any debate, I would say that there is no case for what JM claims. Have you asked him what his authority is for such an exaggerated claim. The Quanta constitution does not support the idea anyway and that is what he was operating under at the time. This is more or less my opinion, but some people apparently argue that a proxy is a pseudo-presence. One of the arguments used by those in favour of counting proxies as part of the quorum is that some companies use this in their members and shareholders meetings. Others counter this by saying but not in their board meetings, Best wishes, Geoff ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm Geoff Such arguments are nothing more than an advanced form of political correctness. A sort of intellectual one up man ship. John Taylor ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm I know the US approach to this may be different, but I would say that unless there was some UK court ruling saying to the contrary, it is always safer to stick to the common interpretation of words, including consists of x members present at a meeting - I do not see how you could claim one person holding a meeting on their own with 20 proxy votes, could ever constitute a quorate meeting !! There are of course other ways around this, such as written resolutions, which were strictly brought into the companies act to deal with issues where physical meetings could not take place. Usual practice, in the UK, is that if a Quorum is not present, then the AGM is closed by the Chair and then reconvened at a later date. No business then having taken place. Of course, there are many variations in individual Constitutions that allow some gradations of all this. -- Malcolm Cadman ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
On 22 Mar 2011, at 18:43, Geoff Wicks wrote: One of the arguments used by those in favour of counting proxies as part of the quorum is that some companies use this in their members and shareholders meetings. Others counter this by saying but not in their board meetings, I think this is nonsense. No company with which I have been involved has confused proxies with presence. One disturbing thing about proxies is that it is usual in Constitutions to detail the ways in which proxies can be called. That implies that a motion can be passed by a show of hands even though there are enough proxy votes against to throw out the motion. If it were possible to proceed without a proxy count being made then how can these votes be counted as part of a quorum? I certainly recall company AGMs where a vote by show of hands is taken, perhaps 12 for and none against, and then the Chairman announces that there are 2,534,001 proxy votes for the motion. George ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
On 23/03/2011 11:59, gdgqler wrote: On 22 Mar 2011, at 18:43, Geoff Wicks wrote: One of the arguments used by those in favour of counting proxies as part of the quorum is that some companies use this in their members and shareholders meetings. Others counter this by saying but not in their board meetings, I think this is nonsense. No company with which I have been involved has confused proxies with presence. One disturbing thing about proxies is that it is usual in Constitutions to detail the ways in which proxies can be called. That implies that a motion can be passed by a show of hands even though there are enough proxy votes against to throw out the motion. If it were possible to proceed without a proxy count being made then how can these votes be counted as part of a quorum? I certainly recall company AGMs where a vote by show of hands is taken, perhaps 12 for and none against, and then the Chairman announces that there are 2,534,001 proxy votes for the motion. George ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm Hi George, Glad you hear we are on the same wave length - every company has articles of association, that normally do allow resolutions on a show of hands, unless the Chair calls for proxy votes to be taken into account. I think the outcome of this is that the Quanta constitution needs to make it clear when talking about quorum that it is members present in person. Perhaps one enhancement would be to expand this to say members present either in person or by telephone / video link. That would at least enable members across the globe to take part and vote in proceedings without having to send in proxy forms. The other issue I have come across in the past is when members have had to leave a meeting early, and then you are running a brief check to ensure that the meeting is still quorate! -- Rich Mellor RWAP Services http://www.rwapsoftware.co.uk http://www.rwapservices.co.uk -- Try out our new site: http://sellmyretro.com ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
On Wed, Mar 23, 2011 at 7:12 AM, Rich Mellor r...@rwapservices.co.ukwrote: On 23/03/2011 11:59, gdgqler wrote: On 22 Mar 2011, at 18:43, Geoff Wicks wrote: One of the arguments used by those in favour of counting proxies as part of the quorum is that some companies use this in their members and shareholders meetings. Others counter this by saying but not in their board meetings, I think this is nonsense. No company with which I have been involved has confused proxies with presence. One disturbing thing about proxies is that it is usual in Constitutions to detail the ways in which proxies can be called. That implies that a motion can be passed by a show of hands even though there are enough proxy votes against to throw out the motion. If it were possible to proceed without a proxy count being made then how can these votes be counted as part of a quorum? I certainly recall company AGMs where a vote by show of hands is taken, perhaps 12 for and none against, and then the Chairman announces that there are 2,534,001 proxy votes for the motion. George ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm Hi George, Glad you hear we are on the same wave length - every company has articles of association, that normally do allow resolutions on a show of hands, unless the Chair calls for proxy votes to be taken into account. I think the outcome of this is that the Quanta constitution needs to make it clear when talking about quorum that it is members present in person. Perhaps one enhancement would be to expand this to say members present either in person or by telephone / video link. That would at least enable members across the globe to take part and vote in proceedings without having to send in proxy forms. The other issue I have come across in the past is when members have had to leave a meeting early, and then you are running a brief check to ensure that the meeting is still quorate! In one modern organization with which I recently volunteered, members could be present via telephone/internet, with the rule being that the person must be able to interact and ask questions and be heard as if they are present to be counted towards a quorum. This was put in place as too many of the members lived in different cities/countries. Dave ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
-- From: Dave Park plasticu...@gmail.com Sent: Wednesday, March 23, 2011 1:51 PM To: ql-us...@q-v-d.com Subject: Re: [Ql-Users] Quorums On Wed, Mar 23, 2011 at 7:12 AM, Rich Mellor r...@rwapservices.co.ukwrote: I think the outcome of this is that the Quanta constitution needs to make it clear when talking about quorum that it is members present in person. Perhaps one enhancement would be to expand this to say members present either in person or by telephone / video link. That would at least enable members across the globe to take part and vote in proceedings without having to send in proxy forms. In one modern organization with which I recently volunteered, members could be present via telephone/internet, with the rule being that the person must be able to interact and ask questions and be heard as if they are present to be counted towards a quorum. This was put in place as too many of the members lived in different cities/countries. Dave Thanks to you and Rich for making this suggestion. It was something I had not thought of, but which deserves consideration, Best wishes, Geoff ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
On 23 Mar 2011, at 12:12, Rich Mellor wrote: Glad you hear we are on the same wave length - every company has articles of association, that normally do allow resolutions on a show of hands, unless the Chair calls for proxy votes to be taken into account. I think the outcome of this is that the Quanta constitution needs to make it clear when talking about quorum that it is members present in person. Perhaps one enhancement would be to expand this to say members present either in person or by telephone / video link. That is a very good point. Such links were unknown when quorums were first invented. It would be a useful addition to allow telephone or video links if it were practical. That would at least enable members across the globe to take part and vote in proceedings without having to send in proxy forms. The other issue I have come across in the past is when members have had to leave a meeting early, and then you are running a brief check to ensure that the meeting is still quorate! In that case the Chairman might say, like Magnusson, I've started so I'll finish. George ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
On 23 Mar 2011, at 14:12, Geoff Wicks wrote: Finally thanks to everyone who has replied. Unless there are postings to the contrary the consensus appears to be clear, Good. But what exactly is the consensus? I've forgotten already. George ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
On 23 Mar 2011, at 15:08, gdgqler wrote: The other issue I have come across in the past is when members have had to leave a meeting early, and then you are running a brief check to ensure that the meeting is still quorate! In that case the Chairman might say, like Magnusson, I've started so I'll finish. George ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm The Charities Commission ruling on a member leaving the room is that the debate should continue, but voting must wait until the member returns. John Taylor. ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
On 23/03/2011 16:24, John Taylor wrote: On 23 Mar 2011, at 15:08, gdgqler wrote: The other issue I have come across in the past is when members have had to leave a meeting early, and then you are running a brief check to ensure that the meeting is still quorate! In that case the Chairman might say, like Magnusson, I've started so I'll finish. George ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm The Charities Commission ruling on a member leaving the room is that the debate should continue, but voting must wait until the member returns. John Taylor. ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm Yes, that has always been my view - normally the articles of association for a company stipulate that if a quorum is not present, then the meeting is postponed for a week. Maybe we need something like this in the Quanta constitution, just in case... -- Rich Mellor RWAP Services http://www.rwapsoftware.co.uk http://www.rwapservices.co.uk -- Try out our new site: http://sellmyretro.com ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
On 23 Mar 2011, at 17:02, Rich Mellor wrote: On 23/03/2011 16:24, John Taylor wrote: On 23 Mar 2011, at 15:08, gdgqler wrote: The other issue I have come across in the past is when members have had to leave a meeting early, and then you are running a brief check to ensure that the meeting is still quorate! In that case the Chairman might say, like Magnusson, I've started so I'll finish. George ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm The Charities Commission ruling on a member leaving the room is that the debate should continue, but voting must wait until the member returns. John Taylor. ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm Yes, that has always been my view - normally the articles of association for a company stipulate that if a quorum is not present, then the meeting is postponed for a week. Maybe we need something like this in the Quanta constitution, just in case... My suggestions, sent to the Chairman of Quanta and the committee, as to the change in Constitution cover just this very point. Taken from another Constitution it allows the AGM eventually to take place whatever the original quorate position. George ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
On 23 Mar 2011, at 18:51, gdgqler wrote: Yes, that has always been my view - normally the articles of association for a company stipulate that if a quorum is not present, then the meeting is postponed for a week. Maybe we need something like this in the Quanta constitution, just in case... My suggestions, sent to the Chairman of Quanta and the committee, as to the change in Constitution cover just this very point. Taken from another Constitution it allows the AGM eventually to take place whatever the original quorate position. George ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm Send your suggestions to Geoff as he has undertaken to review the constitution. Do NOT send them to the committee. If you do, like the Atomic Energy Commission, they will spend six months deciding where to put the bike shed. John Taylor. ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
-- From: gdgqler gdgq...@gmail.com Sent: Wednesday, March 23, 2011 3:11 PM To: ql-us...@q-v-d.com Subject: Re: [Ql-Users] Quorums On 23 Mar 2011, at 14:12, Geoff Wicks wrote: Finally thanks to everyone who has replied. Unless there are postings to the contrary the consensus appears to be clear, Good. But what exactly is the consensus? I've forgotten already. There seems to be a general agreement that John Mason was wrong to suggest that proxy votes count towards the quorum. If someone thinks otherwise, please come with your arguments. There is also a suggestion of some form of internet/telephone participation in the AGM. That idea is being worked on already. Quanta Committee, get your IT experts in the starting blocks, Best Wishes, Geoff ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
-- From: John Taylor j_taylo...@btinternet.com Sent: Wednesday, March 23, 2011 7:42 PM To: ql-us...@q-v-d.com Subject: Re: [Ql-Users] Quorums QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm Send your suggestions to Geoff as he has undertaken to review the constitution. Do NOT send them to the committee. If you do, like the Atomic Energy Commission, they will spend six months deciding where to put the bike shed. John Taylor. Not quite - I'm not the only one working on this. There is quite an expertise being developed and I think there is a momentum that will be hard to stop. I would say send any proposals you have to the committee, because that's the way you make it official. I shall also be pleased to see it. And also consider publishing it on this list. I sent my representations to the committee 3 weeks ago. It is too long to publish on this list - and some of it is already becoming dated - but if anyone wants a copy please get in touch. I want this project to be as open as possible with as much consultation as possible. The committee have yet to convince me that they also want this. One thing that I have said to the committee is that when we start work on the drafting we have to become servants of the members and not decision makers. That's why your opinion is important. There are several political decisions Quanta has to make and and that's why we need your point of view, Best Wishes, Geoff ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
On 22 Mar 2011, at 16:57, Geoff Wicks wrote: A Quanta member has sent the committee some suggestions for amending the constitution to provide for the situation where an AGM is inquorate. I raised this question at the 2008 AGM and John Mason said that proxy votes count towards a quorum. (The quotation comes from the minutes of the meeting.) I tend to disagree with John on this point, but I am unable to prove that he is wrong. Equally I am unable to prove that he is right. I spent some time researching this last night and came across a lot of contradictory opinions, but no definite legal argument or opinion either way. I wonder if there is anyone with experience of this problem who could point me to a legal source or similar authority that could give a (more or less) definitive answer to the problem. Should it be possible for proxy votes to count towards a quorum and should Quanta wish to do that, it would seem sensible to include it in the constitution so that there is no misunderstanding should an inquorate situation occur. As one of the people who has offered to help in the drafting of a constitution I would be unhappy about including anything about which I was not legally certain, Best Wishes, Geoff ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm Geoff The Charities Commission publishes a model constitution which you can get as a PDF file. A quorum must be PRESENT. Present is the operative word. As proxies are unable to take part in any debate, I would say that there is no case for what JM claims. Have you asked him what his authority is for such an exaggerated claim. The Quanta constitution does not support the idea anyway and that is what he was operating under at the time. ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
On 22 Mar 2011, at 18:43, Geoff Wicks wrote: -- From: John Taylor j_taylo...@btinternet.com Sent: Tuesday, March 22, 2011 6:18 PM To: ql-us...@q-v-d.com Subject: Re: [Ql-Users] Quorums On 22 Mar 2011, at 16:57, Geoff Wicks wrote: A Quanta member has sent the committee some suggestions for amending the constitution to provide for the situation where an AGM is inquorate. I raised this question at the 2008 AGM and John Mason said that proxy votes count towards a quorum. (The quotation comes from the minutes of the meeting.) I tend to disagree with John on this point, but I am unable to prove that he is wrong. Equally I am unable to prove that he is right. I spent some time researching this last night and came across a lot of contradictory opinions, but no definite legal argument or opinion either way. I wonder if there is anyone with experience of this problem who could point me to a legal source or similar authority that could give a (more or less) definitive answer to the problem. Should it be possible for proxy votes to count towards a quorum and should Quanta wish to do that, it would seem sensible to include it in the constitution so that there is no misunderstanding should an inquorate situation occur. As one of the people who has offered to help in the drafting of a constitution I would be unhappy about including anything about which I was not legally certain, Best Wishes, Geoff ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm Geoff The Charities Commission publishes a model constitution which you can get as a PDF file. A quorum must be PRESENT. Present is the operative word. As proxies are unable to take part in any debate, I would say that there is no case for what JM claims. Have you asked him what his authority is for such an exaggerated claim. The Quanta constitution does not support the idea anyway and that is what he was operating under at the time. This is more or less my opinion, but some people apparently argue that a proxy is a pseudo-presence. One of the arguments used by those in favour of counting proxies as part of the quorum is that some companies use this in their members and shareholders meetings. Others counter this by saying but not in their board meetings, Best wishes, Geoff ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm Geoff Such arguments are nothing more than an advanced form of political correctness. A sort of intellectual one up man ship. John Taylor ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
On 22/03/2011 20:25, John Taylor wrote: On 22 Mar 2011, at 18:43, Geoff Wicks wrote: -- From: John Taylorj_taylo...@btinternet.com Sent: Tuesday, March 22, 2011 6:18 PM To:ql-us...@q-v-d.com Subject: Re: [Ql-Users] Quorums On 22 Mar 2011, at 16:57, Geoff Wicks wrote: A Quanta member has sent the committee some suggestions for amending the constitution to provide for the situation where an AGM is inquorate. I raised this question at the 2008 AGM and John Mason said that proxy votes count towards a quorum. (The quotation comes from the minutes of the meeting.) I tend to disagree with John on this point, but I am unable to prove that he is wrong. Equally I am unable to prove that he is right. I spent some time researching this last night and came across a lot of contradictory opinions, but no definite legal argument or opinion either way. I wonder if there is anyone with experience of this problem who could point me to a legal source or similar authority that could give a (more or less) definitive answer to the problem. Should it be possible for proxy votes to count towards a quorum and should Quanta wish to do that, it would seem sensible to include it in the constitution so that there is no misunderstanding should an inquorate situation occur. As one of the people who has offered to help in the drafting of a constitution I would be unhappy about including anything about which I was not legally certain, Best Wishes, Geoff ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm Geoff The Charities Commission publishes a model constitution which you can get as a PDF file. A quorum must be PRESENT. Present is the operative word. As proxies are unable to take part in any debate, I would say that there is no case for what JM claims. Have you asked him what his authority is for such an exaggerated claim. The Quanta constitution does not support the idea anyway and that is what he was operating under at the time. This is more or less my opinion, but some people apparently argue that a proxy is a pseudo-presence. One of the arguments used by those in favour of counting proxies as part of the quorum is that some companies use this in their members and shareholders meetings. Others counter this by saying but not in their board meetings, Best wishes, Geoff ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm Geoff Such arguments are nothing more than an advanced form of political correctness. A sort of intellectual one up man ship. John Taylor ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm I know the US approach to this may be different, but I would say that unless there was some UK court ruling saying to the contrary, it is always safer to stick to the common interpretation of words, including consists of x members present at a meeting - I do not see how you could claim one person holding a meeting on their own with 20 proxy votes, could ever constitute a quorate meeting !! There are of course other ways around this, such as written resolutions, which were strictly brought into the companies act to deal with issues where physical meetings could not take place. -- Rich Mellor RWAP Services http://www.rwapsoftware.co.uk http://www.rwapservices.co.uk -- Try out our new site: http://sellmyretro.com ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
Re: [Ql-Users] Quorums
To add my two penneth for what its worth, I am reminded of the film 12 Angry Men with amongst others Henry Fonda, and his influence and process on a jury where a significant decision is swayed and reversed by argument, proxy has no real input to that situation. To ask a question as a re-newbie to this current thread, is this a typical level/content of discussion preceding the AGM? Lee -: Back to the QL :- ___ QL-Users Mailing List http://www.q-v-d.demon.co.uk/smsqe.htm
