EGM 2013/Resolutions

These are a set of draft resolutions which have been drafted by our lawyers Stone King, which would if passed bring into effect parts of the Governance Review recommendations, specifically those which would affect the 2013 AGM elections, and also fulfill the longstanding commitment to review the voting system we use. Comments are very welcome, whether on the drafting of these motions, or on substantive alternatives that the EGM ought to consider. The comments already there in italics are Stone King's commentary. I have not reviewed these changes in detail myself yet, I wanted to get them up here as soon as possible for public discussion. The Board will decide what motions to put to the EGM in time for the formal deadline for the meeting. It would also be sensible to move an amendment to the Election Rules at the same time. The Land (talk) 20:09, 6 March 2013 (UTC)

The current wording is shown at Articles of Association. A marked up version of this page showing variations from the United Kingdom Charity Commission's Model constitution is shown at Articles of Association/Mark up. The latest versions of these (which have changed since WMUK was established) are at [1].

Number of Directors

1) Article 14.3 shall be amended to read:
The number of Directors shall be not less than three and not more than 11 (unless otherwise determined by ordinary resolution).

The current Article 14.3 reads "The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum." The current maximum is defined as seven in the Election Rules. This amendment changes the maximum number from 7 to 11, and moves that definition from the Election Rules to the Articles.

Composition of the Board

Article 14.4

2) Article 14.4 shall be amended to read:
Ordinarily, the Directors shall comprise 7 Elected Directors elected by the charity in accordance with Article 17.1 and 3 additional, Co-opted Directors appointed by the Board in accordance with Article 17.2. From time to time, in the interests of the charity, a further Co-opted Trustee may be appointed by the Board in the same way, provided at all times that the total number of Directors shall not exceed the maximum specified at Article 14.3.

The current Article 14.4 reads "The first Directors shall be those persons notified to Companies House as the first directors of the charity." This amendment removes an Article that was focused on the inaugural Board, and replaces it with an Article that sets out the number of elected and co-opted directors. It also provides for a further fourth Co-opted Director to be appointed by the Board, from time to time, in the interests of the charity, to fill up to the maximum 11 Directors; otherwise there will ordinarily be 10 Directors.

Article 16

3) Article 16 shall be amended to read:
16.1 Elected Directors shall retire from office at the second Annual General Meeting since their last appointment, unless by the close of the meeting there are insufficient Directors to hold a quorate meeting of the Directors.

The current Article 16.1 reads "Directors shall retire from office at the second Annual General Meeting since their last appointment, unless by the close of the meeting the members have failed to elect sufficient Directors to hold a quorate meeting of the Directors." The change here is to redefine 'Directors' as 'Elected directors'. The caveat of 'members have failed to' has been removed.

16.2 Co-opted Directors shall retire from office after two years from the date of their appointment and become eligible for reappointment, in accordance with Article 17.2, if the Trustees see fit.

This is an addition to the Articles. The existing Article 16.2 is renumbered to 16.3, 16.3 is renumbered to 16.4; and 16.4 is renumbered to 16.5.

16.3 Should the number of Directors not retiring at an Annual General Meeting, due to not being required to retire by Article 16.1 or Article 17.5, and not choosing to retire voluntarily, number fewer than half the maximum number of Elected Directors (rounded down, if necessary) then a number of Elected Directors appointed at that Annual General Meeting equal to half the maximum size of the Board (rounded down, if necessary) less the number of directors not retiring shall be required to retire at the next Annual General Meeting.

The existing Article here is "16.2 If a maximum size of the Board has been set then, should the number of Directors not retiring at an Annual General Meeting, due to not being required to retire by Article 16.1 and not choosing to retire voluntarily, number fewer than half the maximum size of the Board (rounded down, if necessary) then a number of Directors appointed at that Annual General Meeting equal to half the maximum size of the Board (rounded down, if necessary) less the number of directors not retiring shall be required to retire at the next Annual General Meeting."

16.4 If some Elected Directors appointed at an Annual General Meeting are required to resign at the next Annual General Meeting under Article 16.3, the Elected Directors so required shall be determined by an Ordinary Resolution of the Annual General Meeting that appointed them. Should that meeting fail to make such a determination, the determination shall be made at the first meeting of the Board following that meeting by the Chair drawing lots.

The existing Article here is "16.3 If some Directors appointed at an Annual General Meeting are required to resign at the next Annual General Meeting under Article 16.2, the Directors so required shall be determined by an Ordinary Resolution of the Annual General Meeting that appointed them. Should that meeting fail to make such a determination, the determination shall by made at the first meeting of the Board following that meeting by the Chair drawing lots."

16.5 If an Elected Director is required to retire at an Annual General Meeting by a provision of these articles the retirement shall take effect upon the conclusion of the meeting.

The existing Article here is "16.4 If a Director is required to retire at an Annual General Meeting by a provision of these articles the retirement shall take effect upon the conclusion of the meeting.". This revision adds "Elected" to the Article.

Comment: Distinguishes between Elected Directors and Co-opted Directors to specify that Elected Directors stand down after the second AGM (as before) and Elected Trustees stand down an equivalent 2 years after appointment (which may occur at any time in the year).

Articles 16.3 and 16.4 (which derive from existing Articles 16.2 and 16.3) have the effect of balancing the numbers of Elected Directors stepping down each year, so that no more than half the maximum number of Elected Directors should retire each year. Article 16.4 achieves this by requiring the number of Elected Directors exceeding one half of the maximum to stand down after just one year. Arguably, the introduction of Co-opted Directors, may provide more continuation on the Board, making these rather complex provisions less necessary, so the charity may wish to consider removing them.

Article 17

3) Article 17 shall be amended to read:
17.2 Subject to Article 14.4, the Board may appoint such persons to act as Co-opted Directors as it sees fit, in order to achieve a balanced set of skills and experience on the Board, in the interests of the charity.

This is a new Article. Article 17.2 is renumbered to 17.3; 17.3 is renumbered to 17.4; 17.4 is renumbered to 17.5 and 17.5 is renumbered to 17.6. This new power is included to permit the appointment of Co-opted Directors.

17.3 No person may be elected as an Elected Director unless:

(a) he or she is retiring as a Director; or
(b) not less than fourteen nor more than thirty-five clear days before the date of the meeting, the charity is given a notice that:

(i) is signed by a member entitled to vote at the meeting;

(ii) states the member's intention to propose the appointment of a person as an Elected Director;

(iii) contains the details that, if the person were to be appointed, the charity would have to file at Companies House; and

(iv) is signed by the person who is to be proposed to show his or her willingness to be appointed.

Comment: Note that the window of between 14 and 35 days before the meeting is not fixed by law and could be amended. This provision may cause practical difficulties, because it does not align with the notice period for the relevant meeting. In practice extending the 35-day limit would require advance knowledge of when the meeting is to occur. Shortening the 7-day limit may result in difficulties with preparing ballot papers to include last-minute entrants.

17.4 All Members who are entitled to receive notice of a general meeting must be given not less than seven nor more than twenty-eight clear days' notice of any election to appoint a Director other than a Director who is to retire.

Comment: See comment to 17.3 above.

17.5 Where a vacancy among the Elected Directors has arisen due to the resignation, death or ineligibility of an Elected Director, the remaining Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act as a replacement Elected Director. An Elected Director so appointed must retire at the next annual general meeting.

Comment: Retains the requirement that a replacement Elected Director must be appointed by a unanimous decision of the other directors on the basis that this is not the same activity as Co-option under 17.2. However this could be changed if desired.

17.6 The appointment of a Director, whether by the charity or by the other Directors, must not cause the number of Directors to exceed the maximum number of Directors specified at Article 14.3.

Special Resolution regarding Election Rules - replacing Approval Voting with STV

Comment: This is a revised proposal which, rather than amending the Articles to specify the voting system, instead amends the Election Rules on the basis proposed here.

4) The current Election Rules shall be replaced with the following:

Teller(s

The Board shall appoint one or more tellers who will count the votes in accordance with these rules. Candidates for election shall not be eligible to serve as tellers. Where there is any uncertainty arising from the application of these rules, the teller(s) will decide the most appropriate course of action and their decision shall be final and binding on all parties.

Number of Directors

The maximum number of directors shall be as specified in the Articles.

Voting system

Members of the board who are required to be elected shall be elected using the ERS97 variant of the single transferable vote system as implemented by the OpenSTV software.

Request for candidates

Under Article 6.1, notice of the AGM has to be sent out at least 21 days before the AGM.

An invitation for candidates for election to the Board shall be sent out with the notice of the AGM. This invitation shall include:

• details of the duties and obligations of a director-trustee
• details of the statutory restrictions on who can serve as a director-trustee
• a nominating form for candidates to return to the Teller(s) setting out the required information, with space for a candidate statement
• the deadline for returning the form to the Teller(s), which will not be less than 14 days and no more than 35 days before the AGM, and at least three clear days after notice has been given

The Teller(s) will collect the nomination forms and determine which candidates are validly nominated.

Balloting

No less than seven clear days before the AGM the teller(s) shall send a notice to each person who is entitled to a receive notice of the general meeting. The notice shall contain:

• a ballot paper containing a list of candidate names and information regarding their candidacy or a link to such information. If the candidate is under 18 that fact will be noted.
• an instruction that the member should vote by putting sequential numbers beginning with "1" next to as many candidates as he wishes
• details of how to return the ballot and how to vote by proxy if he wishes
• the deadline for returning the ballot
• a statement that a Resolution will be put to the AGM to appoint as directors the candidates elected by this election

Ballot papers shall also be made available to members entitled to vote who attend the AGM in person.

Counting

The teller(s) shall collect all the ballot papers and count them at the AGM.

If a candidate has given notice to a Teller prior to the start of the count that they wish to withdraw, any preferences cast for that candidate shall be ignored.

Determination of Directors to retire at next Annual General Meeting

Should some Directors appointed under these Rules be required, under the Articles, to retire at the next Annual General Meeting, those Directors shall be those who received the fewest first preferences. In the event of a tie, a teller shall draw lots prior to announcing the result. The announcement of the results shall include a statement indicating which of the elected candidates are required to retire at the next Annual General Meeting.

Resolution to appoint

Immediately prior to the announcement, an Ordinary Resolution shall be put to the meeting formally appointing as directors those candidates that the teller(s) announce have been duly elected. If necessary, this Ordinary Resolution shall include any determination required under the Articles that the Directors required to retire at the next Annual General Meeting shall by those announced by the teller(s) in accordance with the section below entitled "Determination of Directors to retire at next Annual General Meeting".

Announcement

The teller(s) shall announce the results of the election at the AGM immediately after the Ordinary Resolution formally appointing the directors. The announcement shall include the names of the candidates, the number of first preferences received, the total number of ballots received and the candidates elected under these rules.

References