EGM details for this that can't log in..
Members are invited to attend an Extraordinary General Meeting to be held at 2pm on 22nd May 2014 at the Priory Meeting Rooms, Quaker Meeting House, 40 Bull Street, Birmingham, B4 6AF, to consider the Resolution detailed below, the EGM being mandated by Agenda item 8 of the AUK Annual General Meeting 2013.
Proposal: Articles 8 of the AUK Articles of Association to be amended as shown to enable Postal Voting at General Meeting.
Rationale: Having taken advice on the practicality and merits of options to enable proxy and / or postal voting as directed at AGM2013, the Board recommends provision for postal voting be implemented to widen the opportunity for members to participate in the business conducted at General Meetings.
Amendment to Article 8 of the AUK Articles of Association
8.5 At all General Meetings a resolution put to the vote of the meeting shall be decided on by a show of hands by those Members present in person and entitled to vote and who do so together with postal votes cast as described in Article 8.7 and subsequent Articles, each Member having one vote other than the chairman of that meeting who shall not be entitled to vote while acting in such capacity. The chairman of the meeting will declare the resolution carried or not carried unanimously or by a particular majority in accordance with the votes cast and an entry to that effect recorded in the Minute Book of the Company:
8.5.1 in the case of changes to the Memorandum or Articles of Association, by a three quarters majority;
8.5.2 in the case of changes to the Audax United Kingdom Rules, by a simple majority;
8.5.3 in the case of extraordinary and special resolutions, by a three quarters majority; and
8.5.4 in any other matters, by a simple majority.
8.6 In the case of an equality of votes the chairman of the meeting shall, with the exception of Article 14.4 where the business concerns the election of the Chairman and the chairman of the meeting is one of the nominees for that office, be entitled to a casting vote.
8.7 Members who are entitled to vote may cast their vote by means of a postal vote using a form provided by the Company for that purpose. The voting forms may be submitted by post or electronically via the Company website or extension thereof. The procedure for submitting postal votes along with a copy of each resolution will be published by Notice to Members following the procedure described in Article 19.
8.8 A Returning Officer will be appointed by the Board to oversee voting at the General Meeting. The Returning Officer may not be a proposer or seconder of any resolution of the General Meeting. The Returning Officer will maintain a register of Members voting by means of a postal vote to facilitate the registration of Members who will cast their vote in person at the General Meeting, but will hold the postal voting forms in personal confidence until such time as the votes are due to be cast for each resolution at the General Meeting. The Returning Officer may collate the voting forms personally, with the assistance of other Members and/or appoint a third party to provide that service. The Returning Officer will extend the obligations of confidentiality and independence described above to all those so engaged.
8.9 Ballots to elect Directors as described in Article 14.4 may be cast by postal vote as described in Article 8.7 and thereon.
Background
At AGM2013 the AUK Board presented a resolution ?to take advice on the practicality and merits of options to amend Section 8 of the Articles of Association of Audax United Kingdom to enable proxy and / or postal voting. Such amendment(s) to be submitted for approval to an Extraordinary General Meeting not later than 8 months from the date of this 2013 Annual General Meeting?.
This reflected a desire to ?enhance and extend the formal and informal means by which members of AUK can become engaged in the administration of, and development of policy for, Audax United Kingdom, including widening the opportunity for members to participate in the business conducted at General Meetings. It is intended this measure be in place before the 2014 Annual General Meeting of Audax United Kingdom.?
The resolution was carried with a large majority and thus mandated I consulted with Electoral Reform Services, the operational arm of the Electoral Reform Society. ERS provides managed voting services for a wide range of public, private and voluntary sector organisations in the UK and is very much the ?go to? body for any organisation like AUK looking for advice and support. I found ERS could provide a complete managed Postal Voting service tailored to AUK requirements for less than the cost of mailing out the agenda for AGM2014. This would include:
? Setting up a secure and private website to publish Resolutions and support online voting.
? Emailing User-ids and Passwords to AUK members who provide an email address for that purpose so they can submit their ?Postal? vote electronically, i.e., through the ERS website.
? Posting ballot papers to members who have not provided an email address or have expressed a preference to vote by paper ballot, along with a postage paid envelope to return the ballot paper to ERS who would record the members votes onto the voting website.
? At the end of the of the voting period, forwarding a register of members who have voted and the ballots to the Returning Officer appointed by AUK to oversee voting at the General Meeting. The Returning Officer would receive the results of the votes for each Resolution in individual sealed envelopes so they can be added to the votes cast by members attending the General Meeting. The register of postal voters will verify which members attending the General Meeting have already voted and are thus ineligible to vote at the meeting.
This process could be extended to allow for Proxy Voting, whereby a member authorises another to vote on their behalf, either as directed (closed proxy) or as the proxy sees fit (open proxy).
This was presented at the AUK Board Meeting in January where the Board discussed the merits of postal and proxy voting. The Board considered the provisions in the Articles for the review and amendment of Resolutions prior to the General Meeting, including the nomination and election of AUK Directors, and provision of a private forum to facilitate discussion of those Resolutions, and concluded these rendered Proxy Voting redundant, as there would be ample provision for members to discuss and consult on matters arising prior to the AGM, and Postal Voting would allow for members not attending the General Meeting to vote directly. The Secretary was accordingly instructed to call an EGM to ratify changes to the AUK Articles of Association to enable Postal Voting based on the procedure described above, which met the requirements of being practical, secure, independent and cost effective.
