On 22/03/2011 20:25, John Taylor wrote:
On 22 Mar 2011, at 18:43, Geoff Wicks wrote:
--------------------------------------------------
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
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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
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Geoff
Such arguments are nothing more than an advanced form of political correctness.
A sort of intellectual one up man ship.
John Taylor
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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
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