<<snipped>> I think we need a constitutional working party set up <<snipped>> In the interim, to avoid loss of time and money (no doubt), I would suggest a simple instruction should be issued that Article 27.2 point (3) MUST always be applied - point (3) being (I hope) the bit allowing proxy voters the ability to specify who the vote is to go to. Adrian B

Hi Adrian I would agree this would stop such an abuse of the democratic process but of course it means a change to the Articles of Association. Such change can only be made at a General Meeting whether AGM or EGM so might as well sort out the mess of the Articles in the first place.. As I have previously said, I am in discussion with my solicitor and my formal complaint concerning the conduct and procedure of the AGM will be submitted before the end of the week to the CEO. In the first instance I am happy to leave it to the trustees to do the right thing and set up an appropriate working group containing all interested parties (not just trustees and staff) and arrive at the right answers. As I have previously said, I have no particular axe to grind for or against any candidate but do object that an organization that I care passionately about has created a set of Articles that can be used to abuse members democratic right to choose their own trustees. It may have been legally right (yet to be determined) but it was most certainly morally wrong. Regards Alec At 15:00 04/07/2011, you wrote: > ><<snipped>> >I think we need a constitutional working party set up ><<snipped>> > >In the interim, to avoid loss of time and money (no doubt), I would suggest >a simple instruction should be issued that Article 27.2 point (3) MUST >always be applied - point (3) being (I hope) the bit allowing proxy voters >the ability to specify who the vote is to go to. > >Adrian B > > > >------------------------------- >To unsubscribe from the list, please send an email to >[email protected] with the word 'unsubscribe' without the >quotes in the subject and the body of the message

On 5 Jul at 9:12, Alec Tritton <[email protected]> wrote: <reconstructed so that the flow is evident> On 4 Jul at 15:00, Adrian Bruce <[email protected]> wrote: > > <<snipped>> I think we need a constitutional working party set up > > <<snipped>> > > > > In the interim, to avoid loss of time and money (no doubt), I would > > suggest a simple instruction should be issued that Article 27.2 > > point (3) MUST always be applied - point (3) being (I hope) the bit > > allowing proxy voters the ability to specify who the vote is to go > > to. > Hi Adrian I would agree this would stop such an abuse of the > democratic process but of course it means a change to the Articles of > Association. Such change can only be made at a General Meeting whether > AGM or EGM so might as well sort out the mess of the Articles in the > first place. Totally correct, though I would not describe the Articles in general as a 'mess'. > As I have previously said, I am in discussion with my solicitor and my > formal complaint concerning the conduct and procedure of the AGM will > be submitted before the end of the week to the CEO. I agree that the AGM itself looks to have been flawed. My reasoning is that the election of the trustees was invalid, as follows: 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" (A) I have been unable to locate any such Standing Orders nor any procedure for proscribing Standing Orders for an Annual General Meeting. (There are lots of Standing order for the operation of the Trustees meetings and those of the various Committees and for the principal Officers' jobs.) (B) The procedure that was followed was that in Clause 27 which provides for methods of voting on Resolutions and does allow for Proxy voting. But this procedure does not apply to Election of Trustees so was not valid. (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: "The President (if any) of the Society shall preside as Chairman at every General Meeting, but if there be no such President or if at any meeting he or she shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside the senior Vice President who shall be willing to so act shall act as Chairman. If there is no Vice President present and willing to act, the Chairman or Vice-Chairman of the Board of Trustees shall preside failing whom the Members present shall choose some Member of the Society who shall be present to preside." Thus the Chairman of the AGM is normally the President of the Society and the other Chairman is the Chair of the Trustees. Accordingly the vote for the Trustees which included Proxy Voting was invalid. I would encourage others of a like mind to communicate something similar to the Secretary. The remaining Trustees can proceed on their own as there are enough to be a quorum. They can invite the candidates (all four of them I would suggest) in as non-voting members, or not invite them, as they think fit. The election of the three trustees could either be done at an Extraordinary General Meeting or it could be achieved by recounting the votes after excluding all the proxies. <snip for brevity but apologies for the length of my bit> -- Tim Powys-Lybbe [email protected] for a miscellany of bygones: http://powys.org/