Proposal 2: Amendment to Article 21a

[LostAgain]

If I remember correctly the proposed changes to the membership fees etc was defeated at the AGM through the inclusion of proxy voting.

Would this amendment prevent this happening again, if so is it right?

[Simon]

Notice

It is with regret that BOF announces that voting on Proposal 3 to Increase BOF Membership Fees and Event Levy at the AGM on 27 March 05 has been voided and that the proposal is therefore not carried. It has been discovered that some proxy votes were not included in the counting and these would have altered the outcome of the vote.

Proposal 3 was considered a ‘special business transaction’ and by Company Law requires a three quarters majority to carry the proposal. Abstentions are only to ensure that everyone votes, that no one votes twice and are therefore disregarded in these calculations.

A summary of the vote is as follows

As counted at the AGM
For 98 Against 31 – This 76% vote in favour is more than the 75% required and the proposal would have been carried

Uncounted Proxy Votes
For 73 Against 35

New Total
For 171 Against 66 - This 72% vote in favour is less than the 75% required and the proposal would not have been carried.

Legally the vote must be declared invalid.

As discussed at the AGM, it is intended that the whole issue of membership will be proposed and voted on at an EGM in the Autumn. Council and Management Committee may include a similar fall back proposal in the EGM.

Robin Field
Chief Executive and Company Secretary

Would this amendment prevent this happening again, if so is it right?

Well, it could still happen, but with different percentages (i.e. a cutoff point of 50% rather than 75%).
If is is being changed solely because of the vote at the AGM then it is not right.


On a related note: Have the proposals and proxy voting forms been sent to members? I am unlikely to be able to attend the EGM and this has just reminded me that I have not put in a proxy vote yet.

[LostAgain]

Along with Focus there is a proxy form etc.

[Simon]

Along with Focus there is a proxy form etc.

Thanks for the info - must get my focus forwarded to me then, so that I can vote

[Guest]

Simon wrote:-

"Well, it could still happen, but with different percentages (i.e. a cutoff point of 50% rather than 75%).
If is is being changed solely because of the vote at the AGM then it is not right."


Proposal 1 (Membership Fees...) will require a 75% majority of those voting, because the (unusual) current form of Article 21(a). Similar proposals at future AGMs and EGMs will require only a simple majority (50% plus 1) if Proposal 2 is approved at this EGM.

Proposal 2 (Amendment to Article 21(a)...) will require a 75% majority of those voting if it is to be approved. As a 'special resolution' it would also need a 75% majority under the proposed form of Article 21(a).

For what it's worth, I recommend approval of this change.

Proposal 3 (Amendment to Article 24), which unpicks a simple mistake in the original drafting, will also require a 75% majority.


Proxy voting is governed by Articles 26 and 27. Article 26 says that votes will be decided on a show of hands unless a poll is 'demanded'. Article 27 specifies the conditions for such a demand to succeed.

A poll will always include all proxy votes; a show of hands will always exclude them.

Demands for a poll on all votes at the EGM have been registered, and have been endorsed by the Chairman.


You can find the Memorandum and Articles on the BOF website. You can find a discussion of special resolutions on the Companies House website.


Class dismissed...

[John Morris]

Sorry, folks!

I wrote that last little disquisition - as some of you will already have guessed...

It seems that sessions log out if you're inactive for too long.