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WSRA Trustee Election Hustings

Discussion in 'Heritage Railways & Centres in the UK' started by Robin Moira White, May 26, 2014.

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  1. rodders154

    rodders154 Member

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    Generally about the vote and the way the trustees are behaving.

    I see on facebook you have been on holiday hope you had a good time where is my stick of rock? :)

    Rodders
     
  2. Bean-counter

    Bean-counter Part of the furniture

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    I think that the Companies Act 2006 is your friend on this!

    Section 320 on-wards states (my underlines):

    "320 Declaration by chairman on a show of hands
    (1)On a vote on a resolution at a meeting on a show of hands, a declaration by the chairman that the resolution—

    (a)has or has not been passed, or

    (b)passed with a particular majority,

    is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

    (2)An entry in respect of such a declaration in minutes of the meeting recorded in accordance with section 355 is also conclusive evidence of that fact without such proof.

    (3)This section does not have effect if a poll is demanded in respect of the resolution (and the demand is not subsequently withdrawn).

    321 Right to demand a poll
    (1)A provision of a company's articles is void in so far as it would have the effect of excluding the right to demand a poll at a general meeting on any question other than—

    (a)the election of the chairman of the meeting, or

    (b)the adjournment of the meeting.

    (2)A provision of a company's articles is void in so far as it would have the effect of making ineffective a demand for a poll on any such question which is made—

    (a)by not less than 5 members having the right to vote on the resolution; or

    (b)by a member or members representing not less than 10% of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares in the company held as treasury shares); or

    (c)by a member or members holding shares in the company conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right (excluding shares in the company conferring a right to vote on the resolution which are held as treasury shares).

    322 Voting on a poll
    On a poll taken at a general meeting of a company, a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

    322A Voting on a poll: votes cast in advance
    (1)A company's articles may contain provision to the effect that on a vote on a resolution on a poll taken at a meeting, the votes may include votes cast in advance.

    (2)In the case of a traded company any such provision in relation to voting at a general meeting may be made subject only to such requirements and restrictions as are—

    (a)necessary to ensure the identification of the person voting, and

    (b)proportionate to the achievement of that objective.

    Nothing in this subsection affects any power of a company to require reasonable evidence of the entitlement of any person who is not a member to vote.

    (3)Any provision of a company's articles is void in so far as it would have the effect of requiring any document casting a vote in advance to be received by the company or another person earlier than the following time—

    (a)in the case of a poll taken more than 48 hours after it was demanded, 24 hours before the time appointed for the taking of the poll;

    (b)in the case of any other poll, 48 hours before the time for holding the meeting or adjourned meeting.

    (4)In calculating the periods mentioned in subsection (3), no account is to be taken of any part of a day that is not a working day."

    The Articles don't explicitly exclude the Right to Demand a Poll, but it is implied by stating all votes will be on a show of hands. Section 321 would therefore seem to apply and a demand by at least 5 members that the elections be dealt with by a Poll would be required. Sections 322 and 322A give some guidance on how multi-proxies etc. work (Sections 324 and 324A cover Proxy votes in detail, which is not actually much detail!)

    Some actual legal advice from appropriate Corporate lawyers who have had chance to examine the WSRA Articles is clearly needed, and I would hope the Trustees have made the decision to seek this at last night's meeting. They probably need a practice with a specialist Charity division and a corporate governance division.

    Steven
     
  3. Robin Moira White

    Robin Moira White Resident of Nat Pres

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    Rodney

    I have watched your and others efforts over the past year. As I have said, I have only now come to the view that we have reached this pass (perhaps I am an optimist) and I don't support the candidature of a couple of your 'slate' candidates. I believe that your group has made a couple of tactical errors in your approach to calling an EGM (here is not the place to discuss them).

    I am taking steps over coming days to ensure that when I speak at the meeting I am supported in calling for the motion to be voted upon, so let's see. I trust I will have your support?

    I appear regularly before our very bright and more than a little intimidating judiciary, so the present WSRA Trustees don't frighten me.:cool:

    We have now, I believe, reached a kill- or-cure moment. Let's make sure it is cure.:confused:

    Kind regards

    Robin
     
  4. Robin Moira White

    Robin Moira White Resident of Nat Pres

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    Regrettably, I don't think this gives the assistance you might believe, remembering that there is a difference between a vote on a show of hands and a poll vote where votes are counted according to the number of shares each shareholder holds. I'm not sure members of this Forum will thank us for a public discussion of company law but happy to continue this as a 'conversation'.

    Kind regards

    Robin White
     
  5. aldfort

    aldfort Well-Known Member

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    Surely the sensible thing to do is to call for the vote to be a poll at the AGM. If the chair and vice chair are told this is what is intended the they can make the reqired preparations.
    No point in me telling them as they don't answer my e-mails.
     
  6. Tiffer

    Tiffer Member

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    At least there seems to be some degree of unity on this matter- and remarkably improved relations between the differing parties on this board, lets keep it that way. As I see it, the Trust Secretary is ultimately responsible for ensuring that all AGM documents are in order before issue.The errors revealed so far are of a sufficent magnitude that the Trust Secretary, Susan Kaufmann cannot use the excuse of ( to misquote Oscar Wilde) unfortunate clerical error,and goes beyond to carelessness.
     
  7. Robin Moira White

    Robin Moira White Resident of Nat Pres

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    It isn't a poll - that is a vote taking into account the size of the respective shareholdings, not applicable to the WSRA.

    Kind regards

    Robin
     
  8. aldfort

    aldfort Well-Known Member

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    Well we need to do something to ensure the vote on the day is fair and equitable. It would be nice to think we could avoid calling an EGM.
     
  9. Sidmouth

    Sidmouth Resident of Nat Pres Staff Member Moderator

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    How are you going to handle proxy votes in all of this ? I've heard of instances where a motion carried in a room is defeated when Proxy votes get taken into account
     
  10. Where do I start!

    After a very long phone call with the WSRA chairman last week, I am much more aware of where the problem seems to be. And that is something for the WSRA trustees (present or future) to sort out as a matter of urgency.

    The issue of the AGM papers was done despite that problem, albeit with one critical omission, which is now being rectified (at an annoyingly high cost) by the same people working their whatsits off. It's a mess for sure, but that's what we get when matters are not properly managed.

    I'm not entirely sure the proxy form prevents joint members from both adding their choices but, agreed, it is not clear.

    The "show of hands" works well for simple resolutions - such as resolutions 3,4,6,7,8 at this year's AGM - but not at all when there are multiple choices. Although not discussed last week, I have today sent a detailed query about just how show of hand votes will be counted on the day for resolution 5 (election of trustees) to both the Chairman and the Secretary along with a request for a statement about exactly how it will work on the day.

    My preferred option, for discussion, would be something along the lines of a resolution before Res 5 to allow for paper voting for Res 5 (it could also appear on the re-issued proxy form to allow non-attendees to have their say on that). If voted down then I'm afraid Res 5 would have to be postponed until a later EGM. But brighter brains might have better solutions.

    I mentioned the need for change on this forum almost a year ago. I was not wrong then.

    BTW no stick of rock for you, matey, sorry. In any case, I wouldn't want to be seen to be gaining your favour ;-)

    Steve
     
  11. Tiffer

    Tiffer Member

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    Your option for enabling a paper vote is a pragmatic solution in these difficult circumstances. A practical point, if such a voting paper be issued on entry to the meeting,it must of different format to proxyform and unknown (till the hour) colour and issued on a one to one basis against signature and member number to attendees.
     
  12. Bean-counter

    Bean-counter Part of the furniture

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    Apologies of not following Robin's understandable view that discussions of Company Law are less interesting than the normal fare of NP, such discussion of locomotive performance (or liveries!), and also that I had effectively confused "poll" and "ballot". The Companies Act appears not to define "poll", and the general dictionary meaning is effectively "taking a vote"!

    However, a bit of research reveals that the normal Company approach is that a poll involves actually accounting the precise number of votes - as Robin says, this for a Company Limited by Shares includes taking account the size of shareholdings, but there are no shareholdings in a Company Limited by Guarantee. Nevertheless, as has been hinted in other postings, resolutions voted for by show of hands are usually clearly approved or not. Calling for a poll means that the precise number of votes must be counted and recorded (and, of course, also allows for proxies as the holder of a proxy has more than one vote). Whilst this on a simple resolution with the only options being "for" or "against", this can still be done by counting hands (and reconciling "Yes", "No" and abstentions to the number of people present to avoid double voting if necessary), such an approach, while theoretically possible, would be a nightmare and surely impractical in this election!

    Hence, I do believe calling for a Poll would effectively force a Ballot as being the only practical means the election could be undertaken with an actual count of votes cast - and, indeed, it could be argued that, given the WSRA Articles say all resolutions shall be decided on a show of hands, a Poll must be called under the Companies Act to justify non-compliance with this Article (the Companies Act specifically providing for a Poll regardless of the Articles).

    I have posed the question to a colleague who was a Company Secretary for a large PLC for many years, and for whom this will be "bread and butter", as to what a Poll actually means and will seek his advice on how a ballot could be used within available Articles and law!

    Steven
     
  13. Jamessquared

    Jamessquared Nat Pres stalwart

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    Voting for trustees by a show of hands isn't just problematic, it is impossible.

    Consider some scenarios. Firstly, what happens if you vote for 11 trustees by a show of hands (yes / no) and allow everybody a vote in each of eleven elections? One outcome would be that more than four candidates get approval, which is clearly useless. Another outcome is that fewer than four get approval, which is also not especially helpful.

    How about if you limit voters to having four votes which they can use somewhere in those eleven sequential elections? The effect of that is that later votes are influenced by the result of earlier ones (which would be instantaneously known in the room). Analysing the situation of four votes across eleven elections is complex, so here is the reductio ad absurbdum to show why:

    Imagine an election for one vacancy with three candidates, but carried out by show of hands for A followed by B followed by C. We'll assume:

    - Each voter has one vote (because there is one vacancy)
    - There are only positive votes
    - There are nine electors in the room.

    With nine votes, five is an absolute majority and will win; four will win unless all the other five votes go to one candidate; if they get split the candidate with four either wins (if they split 3-2), or has to go into some kind of penalty shoot-out (if they split 4-1).

    Let us also assume that for one of the voters in the room, candidate A is strongly dis-favoured; C is strongly favoured; and B represents a compromise they would be happy with if it ensured A wasn't elected. How should that voter use their vote?

    Let's assume A is voted on first (the disfavoured candidate). He gets four out of nine votes. From our elector's point of view, the voter needs to find a way to block that candidate; the only mechanism is to ensure that either B or C gets five votes. Thus, when the next election for B takes place, our elector has to vote for B (the compromise candidate) if anyone else in the room does likewise. So the way to vote would be to start to see if hands go up, and if they do join them - even though that means using your one vote for a compromise rather than your actually preferred candidate C (who may thereby end up with no votes).

    On the other hand, let's now assume the votes take place in a different order. If A goes first (and gets the same four votes) but the next election is for C (his favoured candidate), our elector will clearly vote for C - unless he percieves he is completely out on a limb and yanks his hand down. And if C gets voted on first, our elector will vote for him but then have no influence on what subsequently happens.

    In other words, seen from C's point of view, the order in which the votes are taken effects the number of votes recieved. (and, by the way, the same is true for all the candidates). Such as system is clearly nonsense.

    Tom
     
  14. Tiffer

    Tiffer Member

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    I have ,at the third time of unscrambling my brain, managed to follow James's behavioural theory of tactical voting. ,and don't doubt its valid. All the more reason for some form of secret voting.
     
  15. Robin Moira White

    Robin Moira White Resident of Nat Pres

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    All well and good, I am sure that a fair voting system can be put in place, but what about the gerrymandering of the co-option between receiving nominations and the promulgation of the meeting paperwork. I see no sign of that being rectified.

    Unless you know different, Steve?

    Kind regards

    Robin White
     
  16. The co-option was a complete surprise to me. As far as any change to the situation, to quote Sgt Schultz "I know nothing".

    Steve
     
  17. Robin Moira White

    Robin Moira White Resident of Nat Pres

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    Given that there is no 'A.O.B' section on the agenda, the interesting sections would shape up to be No. 4 'WSRA Chairman 's Report' and 5. 'Election of Directors'.

    Kind regards

    Robin White
     
  18. dhpaul

    dhpaul Member

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    I hold joint membership with my wife. We are unable to be at meeting as we will be away on holiday, so wish to use our proxy votes.

    I have the AGM form which refers to I/we, so am I correct in thinking that we can place 8 ticks in total against resolution 5 and both of us sign at the foot of the form, and enter the name and address of our proxy voter, before sending it to WSRA?

    I will be asking someone to be our proxy voter, but how would he/she actually know that our votes had been counted?

    In my professional life I often had to vote for candidates in elections and the normal practice was to send them to an independent scrutineer, so I find it a little odd that the proxy vote choices are visible to some interested parties within the association 48 hours before the date of the meeting, and the cynic in me wonders whether there is the possibility of votes being mislaid or lost for some reason?
     
  19. simon

    simon Resident of Nat Pres

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    In a smooth running organisation, none of this would matter. One of the first things I learnt about constitutions, contracts, partnerships etc etc is you have to plan for what will happen when things aren't going smoothly and write the rules accordingly a lesson whoever drafted the wsra seems not to have learnt.
     
    Jamessquared likes this.
  20. That is what other folks with joint membership have done. I can't see any reason for that method to be rejected. But I advise you wait for the replacement form!

    Steve
     
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