Hi Tom,

Yes, you're right that due to a drafting problem one particular combination
of votes at the EGM would result in an unanticipated result - we would
effect a change in the voting system, but would not have a specified
maximum number of directors.

That is a bit irritating but it could be remedied with a motion at the AGM
to introduce a maximum number of directors. If the maximum of 11 Directors
proposed to the EGM was rejected we would clearly have to have a further
debate about how many Directors was the right number.

So - some imperfect drafting, despite the many rounds of amendments - but
no crisis.

Chris




On Thu, Apr 11, 2013 at 6:10 PM, Thomas Dalton <thomas.dal...@gmail.com>wrote:

> I would like to draw attention to a discussion on the UK wiki:
>
> http://uk.wikimedia.org/wiki/Talk:EGM_2013/Resolutions#How_the_vote_works
>
> Mike Peel has pointed out some pretty serious issues with the way the
> resolutions we're supposed to be voting on at the weekend are drafted
> and how they interact with each other.
>
> The main problem comes from the third resolution, which introduces
> Single Transferable Vote. In addition to doing that, it has a seemly
> minor change from specifying the maximum number of trustees directly
> to saying the maximum is in the articles. The problem is, the articles
> say there is no maximum.
>
> The two other resolutions amend the articles, the first introduces an
> overall maximum of 11 trustees and the second specifies 7 elected
> trustees and 3 co-opted trustees (there is intentionally one vacancy
> to make transistions easier). If neither of those resolutions passes,
> but the STV one does, that leaves us with no maximum and everything
> falls to pieces. Mike says everyone getting over 50% of the vote will
> be elected, regardless of number, which isn't correct - the 50% thing
> doesn't exist under the STV approach (it wouldn't make sense). A STV
> without a well defined number of people being elected is simply
> impossible (you can't calculate the quota) so we just can't have an
> election. (We could still appoint people by some other ordinary
> resolution at the AGM, but the election rules would be completely
> meaningless.)
>
> If the first resolution is passed, but not the second, then we would
> end up electing 11 trustees, which isn't what anyone intended. If both
> pass, it works fine, but I know some people are keen on STV but not on
> the rest (eg. me!) and there isn't any way the meeting can introduce
> STV and keep the size and composition of the board the same.
>
> It is too late to amend any of the motions at this point, and I don't
> think it makes sense to go ahead with a meeting where it isn't
> possible for the meeting to reach certain results that it clearly
> should be able to (we were originally going to have an EGM for just
> the STV vote - there is no reason members should be forced to make the
> other changes in order to get STV). Therefore I propose (as I've
> proposed before) that we cancel the EGM and use the time to have a
> proper discussion about what we want to do. We can then have the
> actual votes at the AGM (there won't be any significant harm from the
> delay - we'll have to have this year's election under approval voting
> rather than STV, but that isn't the end of the world).
>
> If the board doesn't cancel the EGM, then I will be proposing a motion
> to adjourn at the start of the meeting.
>
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