--------------------------------------------------
From: "John Taylor" <[email protected]>
Sent: Tuesday, March 22, 2011 6:18 PM
To: <[email protected]>
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
