> From: Tim Powys-Lybbe > Sent: 05 July 2011 18:35 <snip> > Clause 40 of the Articles of Association provides for the Election of > Trustees: > > "In the event of there being more candidates at an Annual General > meeting that the number for which there are vacancies on the Board of > Trustees at such meeting the election of candidates shall be > determined in such manner as is prescribed in the appropriate > Standing Orders" The AGM papers did not state that there were more candidates than vacancies. One had to be sufficiently au fait with the Articles and current membership of the trustees to realise that. Hence I did not bother to vote as I did not realise there was a contested election. Not that a proxy vote would have been meaningful without (a) any information about the candidates, and (b) the ability to specify how my vote was caste. > (C) In any case the supplied, and unconstitutional, Proxy Form made > mention of the 'Chairman of the Society of Genealogists' which is not > an office within the Society. Clause 25 shows that there are two > Chairmen: <snip> > Accordingly the vote for the Trustees which included Proxy Voting was > invalid. Much as I disliked having a proxy form which prevented me from instructing my proxy how to vote, the form sent out did follow the format supplied in the Articles of "I ... appoint [A] of [X] or failing him/her [B] of [Y] as my proxy...". It was just that the [B] of [Y] bit was filled in for us rather than left for us to fill it in as it is in the example given in the Articles. But as the Articles permit the proxy to be assigned in "any other form ... which the directors may approve", the format of it cannot be contested as unconstitutional. Likewise, as the name of the Chairman of Trustees was explicitly given there could be no doubt about who was being appointed, even if the title of his position, 'Chairman of the Trustees of the Society of Genealogists', was shortened to 'Chairman of the Society of Genealogists'. A google search shows the shortened version in use by some past chairmen. That, I think, is sufficient evidence that what was intended by those words was clear and could not be mis-construed, and therefore I see no point contesting the vote on this point. The non-existence of Standing Orders seems to me to be they only possible procedural problem here. If the procedure was not valid, that problem presumably applies to last year's election as well. That could leave us quite short on trustees. Andrew -- Andrew Millard - [email protected] Bodimeade genealogy:   http://www.one-name.org/homepages/bodimeade/ My family history:     http://www.dur.ac.uk/a.r.millard/genealogy/ GenUKI Middx + London: http://homepages.gold.ac.uk/genuki/MDX/ + ../LND/