In message <[email protected]>, Rich Mellor
<[email protected]> writes
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.
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
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