Clearly the present system is wrong and should never have been approved in the constitution. Furthermore, it is incumbent upon a Chairman to cast both proxy votes and his casting vote in line with the mood of the meeting, regardless of his personal views. That is a well established principle in the conduct of meetings and to operate otherwise is a breach of trust by the Chairman who is supposed to remain impartial throughout. Any established text book on the conduct of meetings will say the same (eg Lord Citrine). Proxy voting is a well established procedure in so many walks of life not least governance of Trade Unions, Companies and charities, where it would be difficult for more than a small minority to attend agm's and, in many cases, difficult to find a venue big enough for all the members. The proxy voting system universally used, as anyone with shares in a Company will know, allows the holder of the vote to nominate any individual present at the meeting to vote on his behalf or, in the absence of a named person, the Chairman by default. The proxy form completed by the holder of the vote also allows that person to say how the proxy should vote on every item, or in the absence of such an instruction, allows the Chairman to do so by default. To limit the number of proxy votes by the Chairman would be wholly impractical for obvious reasons and no such limit is ever applied. I have no idea what item on the agenda is referred to by Tim but it sounds as though the Chairman was at fault for exercising his proxy votes in accordance with his personal views and the decision of the meeting would probably be invalidated if it ever came to a legal argument; let us hope it was not that serious an issue. Barry Hepburn On 1 Jul 2011, at 08:00, [email protected] wrote: > > ------------------------------ > > Message: 2 > Date: Thu, 30 Jun 2011 12:22:58 +0100 > From: Tim Powys-Lybbe <[email protected]> > Subject: [SOG-UK] Proxy Voting at the Annual General meetings > To: [email protected] > Message-ID: <[email protected]> > Content-Type: text/plain; charset=us-ascii > > We had a very interesting constitutional anomaly appear at the AGM this > week. > > Apparently two years ago the trustees had debated and approved a change > to our constitution that allows members to give anyone, normally the > Chairman of Trustees, the right to vote on their behalf at an AGM. (If > I was involved in this I apologise for not being my more usual > pernickety self.) > > Further the proxy power did not require the members to state what vote > they wished their nominee to exercise. So this meant that the nominee > had towards two hundred votes which they could use for whatever purpose > they wished and apparently did. This is nothing other that the old > fashioned block votes at political conferences where vast number of > votes could be assigned to any motion that the nominee supported. > > Interestingly it appears that the current public legislation for proxy > voting at elections is that no nominee may exercise this for any more > than two people, hardly a block vote. > > My view is firmly that this clause in our constitution is undemocratic > and that it gives unwarranted power to the nominee to completely > overturn the views of those actually attending and voting at the AGM, as > seems to have happened on this occasion, though we were not given the > details. > > I would propose that we veto this practice. Perhaps we may have to > allow some form of proxy voting for those too ill to attend, etc. But > the proxy voting must: > > 1. Specify what the vote should consist of. No powers of carte blanche > are to be allowed. > > 2. Not give more than two proxy votes to any one nominee. > > 3. Be specifically authorised in advance requesting particular nominees > to vote for particular motions in a particular way. Preferably the > nominee and the requestor should get together beforehand to ensure that > no nominee is even asked to vote for more than two people. > > If there is a motion put to the next AGM on this matter, I would also > propose that it be put as near to the top of the agenda as possible to > prevent any further undemocratic proxy votes being made beforehand. > > Any views anyone? > > -- > Tim Powys-Lybbe [email protected] > for a miscellany of bygones: http://powys.org/ >