Why do we now have this proxy process at AGM’s?

Since our club became a Limited Company Limited by Guarantee, we have to include a proxy vote in our procedures to be compliant with the Companies Act

Why have I received all this paper?

Under the Companies Act, we cannot send anyone notice of general meeting via electronic means unless we have the members approval to do so – otherwise, it has to be paper based communications. Paper based communication is a very large cost to the club and to be avoided when we all want to keep our membership fees down, as well as huge overhead on our volunteers to collate all this material. This is why you have been provided with a eComms consent form to complete.

If we all submit a proxy form, does that mean we can all not attend the AGM?

No. The AGM has to be quorum and for that we have to have 15% of the Voting Members of the Club present. If we do not have that, the AGM cannot go ahead.

On the proxy forms there are already nominations for posts listed; does that mean nobody else can be considered for these posts?

No, this is not a fait accompli. The proxy form lists all nominations we have at time of meeting notice being issued. Other people can and are encouraged to put themselves forward for any posts. If we have more than one nomination, there will be a vote at the AGM.

What about those with no nomination listed on the proxy form, what is the situation with those?

This indicates the post is either vacant or there has been no nomination received prior to the notice having been issued. We urgently need these posts filled in order for the club to continue to function, so we encourage all to consider putting themselves forward for vacant posts.

What it means to vote by proxy?

It means that you as a Member can give someone else the right to exercise your vote in accordance with your instructions. By doing this you ensure that your vote can be counted even if you are unable to attend a general meeting. The notice of meeting and proxy form contain instructions for completion of the proxy form. If you complete, sign and return the proxy form according to the instructions, the person you have appointed as your proxy will be able to exercise your vote at the general meeting. The proxy form allows you to appoint the Chairman of the general meeting or another person as your proxy.

What rights does a proxy have?

A proxy has the same right as the member appointing him/her at the general meeting, so they can attend, speak and vote both on a show of hands and on a poll.

Who can I nominate as my proxy?

The proxy form allows you to appoint the Chairman of the general meeting or another person (who does not need to be a member) as your proxy.

Appointing the Chairman as your proxy

If you want to appoint the Chairman of the general meeting as your proxy, place an “X” in either the “For” or “Against” box opposite each resolution shown on the proxy form. Then sign and return the form according to the instructions.

If you leave both the “For” and “Against” boxes blank opposite a particular resolution, the Chairman will have discretion to exercise your vote on that resolution as he/she sees fit. Most probably he/she will use it to vote in accordance with the Board’s recommendation on that resolution.

Appointing someone other than the Chairman as your proxy

If you want to appoint someone other than the Chairman of the general meeting as your proxy, delete the words “the Chairman of the Meeting” at the top of the proxy form and insert the name of the person you want to appoint as your proxy.  Then place an “X” in either the “For” or “Against” box opposite each resolution shown on the proxy form, and sign and return the form according to the instructions. You will need to ensure that the person you appoint as your proxy is aware of your instructions.

If you leave both the “For” and “Against” boxes blank opposite a particular resolution, your proxy will have discretion to exercise your vote on that resolution as he/she sees fit, or can decide not to vote at all.

How does voting work at a general meeting work now?

On a show of hands

At a general meeting, voting on each resolution is usually first done on a show of hands. On a show of hands, each person present who is either a member or the proxy of a member, or is present in both capacities, has only one vote. So, for example, a person who attends a general meeting and who is a member, but who has also been appointed as the proxy of a member, will have only one vote on a show of hands.

On a poll

A poll will generally only be called if a resolution proposed by the Board is defeated on a show of hands, or the vote appears to be very close, but the proxy votes lodged in advance would, if exercised, mean that the resolution would be passed. A poll may also be called if a resolution is particularly contentious, to ensure that all of the proxy votes can be included.

A poll may be called either by the Chairman of the meeting, by the Board, or by members in accordance with the process set out in the Club’s Articles of Association.

Process for conducting a poll

If a poll is called, a voting form will be passed out to all members and proxies present at the meeting for them to mark with their vote on the relevant resolution(s).  A member who has already lodged a proxy form, and who does not want to change the way he/she voted on the resolution, does not need to complete a voting form.

A person who is a proxy can only use the voting form where he/she has been given a discretionary vote on the resolution in question, in which case he/she will need to decide how he/she wishes to vote on the resolution, and he/she can also choose not to vote on the resolution at all (apart from the Chairman). If the member who appointed them as proxy completed the proxy form with instructions as to how the member’s vote was to be cast in relation to that resolution, the proxy should not complete a voting form for that resolution.

Any member voting in their own right (and who has not already lodged a proxy form) but is also a proxy for another member (and has been given a discretionary vote on the resolution in question) will need to complete two voting forms.

Once the voting forms are completed and collected, the votes are counted by a person appointed to do so by the Chairman of the general meeting. The votes to be counted will include those contained in the proxy forms appointing the Chairman of the meeting as proxy for one or more members. Votes contained in proxy forms which have been superseded by the member in question completing a voting form during the poll will be disregarded, to avoid double-counting of votes.

The Chairman will either announce the results of the poll at the end of the general meeting or will confirm where and when the results of the poll are to be announced.

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