BOF AGM

[El]

I think that the votes actually have to be taken and counted at the meeting and therefore the fact that it wasn't done properly invalidates it.
I would have thought the reason you can't count the votes after the meeting is because of what the statute says - for a special resolution you need a majority of not less than 75% of the members at a general meeting (with 21 days notice of the intention to propose the resolution). Since it has to be "at the general meeting" then counting afterwards isn't legal.
Shoot me down but I didn't write the law - I'm just going to get paid lots of money for interpreting it
Now . . .back to that company law essay.

[LostAgain]

I am surprised that the voting on the membership fall back option of increasing the fees was so close.

The most certain way to achieve a resolution of the current problem is to hold the membership fees and levy at the current level until a solution acceptable to the membership is found. New councillors hopefully fresh ideas.

Where does the buck stop for the disgrace of voiding the vote? The CEO who Chairs the meeting?

Essentially the proposal was defeated and should not go forward to the EGM.

[redkite]

The problem is here that we are all making comments without seeing all of the facts. Dangerous when we are talking about legal issues. there should be some proxy rules issued at same time as meeting notice sent out.

anyhow, in a normal situation a member can appoint a proxy holder, (either someone who is going to attend or someone appointed by the organisation) to vote on his/her behalf. the proxy can either be specific (vote for or against a resolution) or general (vote how you think fit).

If the proxy holder fails to vote as instructed you may have some redress if done deliberately. If he just fails to vote or gets stuck on the m6 so can not vote - its tough.

If the proxy holder was an officer of the Federation gets a bit more complex as he/she would have to answer for being incompetent, but if we assume not done deliberately, again dificult to get a remedy.

Have not seen papers but 75% is likely to be % required in favour to pass resolution. doubt if it will be % of membership that have to vote as memebers very few members ever vote.

Anyone know what difference the proxy votes would have made?

[Blanka]

Anyone know what difference the proxy votes would have made?

It says on the BOF website:

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.

[LostAgain]

I believe the holder of the proxy votes was the Chairman, no excuse!

[redkite]

umm!!

Legally - not sure

Ethically, morally certainly

[John Morris]

Point of information: Proxy votes were held by several people, not just the Chair. Most proxy instructions are usually sent to the Chair but some are sent to others, frequently for them to exercise their judgement after listening to the debate. (As an example, I was handed 4 sets of instructions/permissions at the beginning of the meeting.) I know there were bundles handed to others. These bundles were correctly called for and counted, but only if a "poll" had been called for by the necessary 4 persons. This happened on the 2nd and 3rd proposals but not on the 1st, if I recall rightly. In each case counting of the poll (ie adding proxies to the show of hands in the hall) took some time (why?), with other business proceding, under the Chair's direction, in the foreground. It's easy to see that, with his mind on several things at once, Bob R forgot that the bulk of the proxies for proposal 3 were sitting at the bottom of his pile of papers. (It's worth noting that the platform party did not encourage a full poll, and may, may, have been caught off balance by the floor's insistence.) When the results were announced, the tellers were able to say that they had counted proxies - they had - and Bob, distracted by ongoing (and somewhat acrimonious) discussion, took the statement at face value. Cockup, not conspiracy, I think.

Surmise: Since the vote was not properly taken, it can not be said to have had a result, even though we know what the result should have been!

That's democracy for you!

John M

[Simon]

only if a "poll" had been called for by the necessary 4 persons. This happened on the 2nd and 3rd proposals but not on the 1st, if I recall rightly. In each case counting of the poll (ie adding proxies to the show of hands in the hall) took some time (why?), with other business proceding, under the Chair's direction, in the foreground.

I only remember the 3rd proposal going to a formal vote (rather than a show of hands). For the formal vote we then had to mark the relevant piece of paper and hand these in to be counted.

In the meeting we were not informed of the necessity of the proposal needing a 3/4 majority to be passed - does this mean that this was unknown at the time?

[RJ]

John Morris wrote:

Proxy votes were held by several people, not just the Chair

According to the AGM booklet, ALL proxy votes are supposed to be registered with the Company Secretary by 21st March 2005. You choose which form to use according to whom your proxy is entrusted. See the various forms, A, B and C.
Since they are all registered before the meeting their number is known and can be written down and provided to the tellers. Each entrusted person who is present at the meeting can provide their voting intention to the teller, and the votes counted quickly, I would have thought.
Surely the tellers should know how many proxy votes there are and whom to go to to seek instructions. OK, never was any good at rocket science!

[John Morris]

RJ wrote:-

Surely the tellers should know how many proxy votes there are and whom to go to to seek instructions.

Makes sense to me. Perhaps we need a protocol manager at AGMs & EGMs, someone who stays detached from the content of the meeting and focuses on the process and procedures. Or have I just reinvented the Company Secretary's role?

Simon wrote:-

In the meeting we were not informed of the necessity of the proposal needing a 3/4 majority to be passed - does this mean that this was unknown at the time?

It was known, at least by the end of the meeting, to the Treasurer; I observed a brief exchange to the effect that the 75% margin had been obtained.

I agree that the information should have been in the public domain before the vote - BOF's officers have over the years not always been as helpful as they might be when it comes to explaining how formal voting works. It can seem that they're deliberately preserving a competitive advantage; I hope that the present deficiencies are actually down to ignorance and ineptitude rather than to unprofessional conduct.

A similar question arises over Bob R's tendency to describe an unopposed vote with (uncounted) numbers of abstentions as "unanimous approval". It is not and, once again, a protocol manager could have advised the meeting (which, after all is a legally significant event in the life of the company) that this was an incorrect declaration. I trust that the Minutes will show the results correctly.

And, while we're all riding this particular hobby-horse, the poll procedure should have been explained to the meeting before any resolutions were discussed.

Incidentally, the platform party's reluctance to go to polls, although to my mind unattractive, ungenerous and undemocratic, does correctly echo BOF Article 26. Perhaps we should change this Article, accepting that it is unreasonable to treat as second-class citizens those unwilling or unable to travel halfway across the country just to attend the AGM.

And finally, did anyone out there hear a straight answer to a straight question at any time during the meeting? Politicians may pride themselves on systematic evasion - but my definition of "good governance" would specifically exclude it.

All in all, reviewing two pages of contributions to this thread, the message given to the 2005 AGM by the Officers has clearly come across as: "We can't be bothered with all this formal stuff - you tell us what we want to hear, we'll duck your questions and cut a few corners - that way we can get it over as quickly as possible and all go home".

I think we all (and BOF Central especially) need to learn a few presentational lessons - and read up on proper (aka legally valid) procedures. Let's hope we can do both before the EGM.

Or am I just being grumpy?

[SIman]

....does correctly echo BOF Article 26. Perhaps we should change this Article, accepting that it is unreasonable to treat as second-class citizens those unwilling or unable to travel halfway across the country just to attend the AGM.

Is the BOF constitution available on line?

I think we all (and BOF Central especially) need to learn a few presentational lessons - and read up on proper (aka legally valid) procedures. Let's hope we can do both before the EGM.

Is there any indication of when/where the EGM might be. A quick look at the fixture list for September doesn't show any events to join onto a meeting to help make it an attractive proposition (..except the weekend of the Scottish Score Championships and Scottish Orienteering League Regional event in the SW of Scotland. )

[PorkyFatBoy]

Is the BOF constitution available on line?

Yes it is here http://www.britishorienteering.org.uk/d ... ts0311.pdf under the governing body - governance - AGM page.

And finally, did anyone out there hear a straight answer to a straight question at any time during the meeting?

No.

[Simon]

Is there any indication of when/where the EGM might be. A quick look at the fixture list for September doesn't show any events to join onto a meeting to help make it an attractive proposition

AIRE have a national event on the 10th with a regional on the 11th.

[Mrs H.]

Cockup, not conspiracy, I think.

Yes but you're a nice person John - I'm a nasty person hooked on cheap TV, the conspiracy theory is so much more interesting - especially in the light of Suse Coon's statement. you could make quite a good episode of Hustle out of it. BOF Central get the amendment through at the meeting with the crucial votes languishing in a pile on the table. then someone blows the whistle which not only voids the vote but leaves egg on BOF Central's face - who was that masked man?

And what did happen to all those votes of no condifence - how confident are you feeling now in BOF Central _ as you know I was outside the meeting fending off hoards of Easter Egg hunters and Shower Pirates!

[John Morris]

Mrs H wrote:-

... how confident are you feeling now in BOF Central?

Well, not very, as should have been clear for some months now (do try to keep up ) but the Lichfield show was about what you would expect from a leadership that's been desperately out of touch for some time. And that's why you have a new set of Councillors coming in armed with mops and buckets. (And if you think that's rather weak armament, have you ever been poked in the eye with a mop handle, or hit over the head by a bucket? )

If you really think you have evidence of deliberate mischief at the AGM, you should go straight to Companies House who will arrange sheltered accommodation for those concerned. No, I'm still thinking of parties in breweries - which is in its way far more frightening...

SIman wrote:-

Is there any indication of when/where the EGM might be?

In a sense (imho) this doesn't matter. We are clearly approaching a major decision point for BOF - the EGM votes will determine whether we go forward, in one of a number of directions, or fall back into peaceful obscurity, like the Woodland Folk. (Anyone remember them?)

Long before the EGM we have to organise public debates on a number of topics, with Nopesport playing (I hope) a major, constructive part. (CompassSport doesn't publish frequently enough and the editor of Focus doesn't seem to find these issues important...) So we'll need to attract all the major players - I'd hope to see Bob and the Vices propounding views and answering questions on a regular basis. And we'll need to organise links into all the club forums to reach all those that think that Nopesport gives you Ebola virus. It's called educating the electorate.

And then, having persuaded people to form views, we have to persuade them to vote. Using the polling system. Because the real Lichfield scandal was the tiny number of votes in total. Just over 100 people voted in the hall - that's quite a good turnout by historical standards; just over 150 voted postally - and that 150 is the frightening figure! Over 95% of orienteers apparently don't care where they're going. (Surely they can't all be BMW drivers? )

So we need to get people to take an interest - and send in their votes. That way, the location of the EGM won't matter because the deciding votes will probably have been registered four days before.

And that way, we can give the Officers a clear sense of direction, and a firm mandate in the pants, and send them (doubtless rejoicing) on their way.

Easy, really...