Lynton and Barnstaple - Operations and Development

That would be my concern too! If there are a lot of proxies on the day it might create a huge administrative headache. Proxy holders only have one vote for and against on a show of hands (depending on how they've been instructed) but if there is a poll then they have the number of votes entrusted to them. Verifying that number can be problematic. I just hope someone's thought about it and planned accordingly!

 

While I have grave doubts about the trustees, and things are rough around the edges, I have reasonable confidence based on how that meeting was conducted. The voting slips (forget the language of proxy, this was in substance a postal ballot) were taken to be counted by two scrutineers. This took a little while, but produced a reasonably robust result.

Someone will doubtless comment on a previous year where the counts were different enough to suggest that not all votes had been added for the first count; I was not there and cannot comment.

 

Exactly. Another group I know has a monthly newsletter of about 6 pages - it is 'posted' using an online system to members who don't have an email - we upload the pdf and an address spreadsheet. The cost to print and mail is less than the price of a stamp.

 

Outrageously expensive then!

Tom

 

Those of you who may be following exmoor-ng will know that I have been analysing some parts of the draft proposed new AoA. For example,
the minimum size of the Board has been increased from 3 to 5 Trustees - the maximum remains as 9. I will leave others to workout the implications of that change when it comes to the matter of removing Trustees etc.

On the matter of the new 'Nominations Panel', draft Clause 30.1 says that it will consist of "a minimum of 6 people including at least 3 directors of the Charity" {my emphasis} and that these will be "Appointed by board of Directors pursuant to Article 28".

Well, firstly I can not see anything in Clause 28 that would appear to be applicable to the Panel, but it does appear to me that Clause 29 would be applicable, so have they given the wrong reference here, which would invalidate the Motion? What do others think?

More importantly:-

• all the members of the Panel will be appointed by the Board
• it would be quite feasible for ALL members of the Panel to be Board members
• even if the Panel did include some non-Board members, the ratio could be such that the Board always had an inbuilt majority
• there is no limit to the size of the Panel

so do we not have the potential situation where the Panel is simply the Board under another name? Should not this Panel have greater degree of independence?

 

Which was the point I made earlier.

There is nothing to say that the vetting panel can’t just be all the current directors, or a subset of them who can be relied on to arrive at the correct answer

And yet somehow the existential risk we need to guard against is members thinking they can run the charity in the member interest - nothing to do with the risk the directors might aim to do likewise, and with far more firepower in their locker to actually achieve it!

Tom

 

Though the wording does leave the intriguing possibility that, with no definition of "vetting", and seemingly no express provision requiring or granting the directors/trustees discretion to reject nominations if they "fail" vetting, this panel will have no legal power to do more than say "yes, this nomination meets the requirements", and all valid candidates must be allowed to proceed to the election. Even recourse to plain English fails, as my copy of the Shorter OED define vet as follows:

In light of events over the last 3 years, the intent seems clear. But the wording seems ineffective in it's own (unacceptable) terms.

 

I also was puzzled by the reference to Article 28 which made no sense to me (? late stage editing not picked up). On the face of it, if the cross reference is wrong then I can’t see how the article can operate. I agree in practical terms the Nominations Panel appears effectively to be the Board.

 

In fairness, a typo ought to be correctible. However, the motion is very specific and an EGM has no power to vary; it may only pass or reject that motion and cannot amend it.

On that basis alone, there is only one available choice.

 

The “Interpretations” refer to Article 29. So which is the correct reference???

Edit:

if there is a drafting error, can or should such a document be put to a vote at the EGM? (Just seeking clarification.)

 

Precisely my point.

If I am in a church meeting, the Church Representation Rules provide for amendments to motions. If we assume that this reference is a failure of cross-referencing in the proof reading, an amendment could be tabled to correct that reference so that the motion put to members would reflect the correction.

This meeting will be governed by other legislation, one of the features of which is that motions cannot be amended. Therefore, if the Articles are in any material way defective, it is the duty of members to vote against them because they would otherwise be inoperable. In this case, the reference to Article 28 either means that it is intended that the nominations committee will be entirely constituted by directors (in which case it is a board sub-committee), or that it delegates powers to others pursuant to Clause 29.

The interpretations provide guidance, which support my conclusion that there is a typo, but the ambiguity is to my mind fatal. It opens up any proceedings of the nominations committee to the charge of acting outside authority, and cannot therefore provide the certainty that Articles need to provide.

That is before we get to the question of the powers of this committee, and whether it is really the case (given the presence of Clause 26.1(g) permitting dismissal of directors) that the board only wish to review and recommend nominations, and not to prevent their going forward.

 

IIIRC a point that I have made previously elsewhere.

There is nothing apparently in the proposed A0A which defines (a) what the 'vetting' process will do, (b) what 'outcome' is required and (c) if the intent is to make a decision to accept or reject the nomination, than on what criteria. So, as I see it, any valid nomination for a member to be a Trustee must be allowed to pass to the AGM for election (or not) by the members - it can not be blocked. All that will happen is that the nomination details on the AGM Agenda may perhaps include a comment from the Board as to whether they recommend the candidate or not.

So why are the Board bringing grief on themselves by trying to rush this rather unproductive alteration through at this time and - maybe - getting it wrong anyway, thereby necessitating that the members vote against it as the draft is apparently inaccurate?

 

The notes to the notice provided in the EGM pack refer to the note on the voting form, and both seem to be at variance with the current AoAs...

 

It also begs some interesting questions about how the Company Secretary’s email address should be used for other EGM related matters.


Sent from my iPhone using Tapatalk

 

I'm not sure that is correct. I expect the board will take legal advice but, from memory, I thought that even a special resolution can be amended at any time prior to the vote in order to correct an obvious defect such as a typo? The procedure would be to propose an ordinary resolution to amend the special resolution and then, if that is passed. to vote on the special resolution as amended.

 

At which point, the whole purpose of proxy voting would be undermined.

As it happens, this omission is far from the most important flaw in the document, but illustrates the shoddy nature of what has been presented.

 

But the trustees (or was it the secretary?) have already said that no ordinary resolutions can be added to the agenda (citing "legal advice").

 

There's an obvious difference between a substantive motion requiring the company to do or not do something and a motion to correct an obvious defect in a such a motion. When this has happened at other company general meetings the process described has been followed. On a vote to correct a defect proxy holders have discretion on how to exercise the votes they hold.

 

Idle speculation, I know, but could it be possible that the “motion to correct” fails on the day but the original is carried?