How should I vote in the AGM

Discussion of the re-branding of CTC as Cycling UK.
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gaz
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Re: How should I vote in the AGM

Postby gaz » 26 Apr 2016, 7:57pm

Uncast votes are exactly that, uncast votes. They do not revert to the chair.
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Steady rider
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Re: How should I vote in the AGM

Postby Steady rider » 26 Apr 2016, 10:07pm

CTC Artilce on proxy voting state;
10.9.1 PROXIES
10.9.1.1 A Member may appoint a proxy in writing. A proxy need not be a Member. The
Council may from time to time prescribe a form to appoint a proxy by rules or regulations
made under Article 6.5.
10.9.1.2 The document appointing a proxy may instruct the proxy which way to vote on
particular resolutions.
10.9.1.3 A proxy will only be valid if the document appointing the proxy (and any power of
attorney or other authority (if any) under which it is signed) or a properly certified copy is
deposited at the registered office of the company at least 48 hours before the starting time
of the General Meeting or adjourned General Meeting at which the proxy proposes to
vote.
10.9.1.4 No document appointing a proxy will be valid for more than one General Meeting
(and any adjournment of that General Meeting).
10.9.1.5 A vote given or ballot demanded by proxy is to be valid despite:
10.9.1.5.1 the withdrawal of the proxy; or
10.9.1.5.2 the death or mental incapacity of the principal, unless written notice of the
death, mental incapacity or withdrawal is received at the registered office of the
company before the start of the General Meeting at which the proxy is used.
10.9.1.6 A proxy form will not be valid for any part of a General Meeting at which the
Member who appointed the proxy is present.

6.5 The Council shall have power to frame such rules and regulations for the conduct of General
Meetings as it may from time to time think fit, provided that such rules and regulations shall not be
inconsistent with anything contained in the Companies Act or in these Articles.


10.9 At General Meetings of the Club every Member entitled to vote shall have one vote, and voting by
proxy shall be permitted.


The Articles do not specifically refer to any particular proxy. In contrast the voting papers does refer to a particular proxy, it says;
To appoint the Chair of the Meeting as your proxy, just sign in box 2a, To appoint a different proxy, sign in box 2a and write your proxy's name in box 2b


The wording of 'just sign' may suggest this is the easier option and is first suggested in the wording. It first suggests 'To appoint the Chair of the Meeting as your proxy'.
It tends to guide people to appoint the Chair and other proxy's may be fewer in number and probably divided on voting, so the CTC Council/Chair has an advantage.
If the voting paper detailed the wording in Articles on proxy voting and conditions without mention of the Chair, no influence as to the proxy, this would make it a level playing field in some ways.

From 6.5
provided that such rules and regulations shall not be
inconsistent with anything contained in the Companies Act or in these Articles

The Articles do not make a clear division between the Chair and 'others' for selecting a proxy, The voting paper says 'Name your proxy (leave blank if Chair), so anyone missing filling in 2B, will elect the Chair.
Last edited by Steady rider on 26 Apr 2016, 10:28pm, edited 1 time in total.

JohnW
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Re: How should I vote in the AGM

Postby JohnW » 26 Apr 2016, 10:20pm

Bmblbzzz wrote:I thought the issue previously was that votes uncast – people who had not filled in a form, voted online or attended – were given to the Chair to do what he wanted with (ie to vote as he wanted)? Not just the votes of people who had deliberately given their vote to the Chair. In practice, most people don't vote at such AGMs, particularly in a large organisation like CTC (as it was) so that would have been the bulk of votes.


No, that's not quite it.............returning the voting paper making the chair your proxy, and not expressing your wish on any of the motions will allow the chair to use his proxy to vote on your behalf. If you don't either return your paper or respond on-line giving him proxy it will mean that you won't have voted - the chair can't use your vote under those circumstances. I think there's confusion here, and I think I'm responsible for it. I won't explain further, because I'll only add to the confusion.

The thing is - please do vote.

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Re: How should I vote in the AGM

Postby JohnW » 26 Apr 2016, 10:23pm

JohnW wrote:
Bmblbzzz wrote:I thought the issue previously was that votes uncast – people who had not filled in a form, voted online or attended – were given to the Chair to do what he wanted with (ie to vote as he wanted)? Not just the votes of people who had deliberately given their vote to the Chair. In practice, most people don't vote at such AGMs, particularly in a large organisation like CTC (as it was) so that would have been the bulk of votes.


No, that's not quite it.............returning the voting paper making the chair your proxy, and not expressing your wish on any of the motions will allow the chair to use his proxy to vote on your behalf. If you don't either return your paper or respond on-line giving him proxy it will mean that you won't have voted - the chair can't use your vote under those circumstances. I think there's confusion here, and I think I'm responsible for it. I won't explain further, because I'll only add to the confusion.

The thing is - please do vote.


Ah - I'd written the above post before gaz's most recent post above. The way he puts it is more straightforward :idea: :idea: :idea:

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gaz
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Re: How should I vote in the AGM

Postby gaz » 26 Apr 2016, 11:08pm

Steady rider wrote:.... It first suggests 'To appoint the Chair of the Meeting as your proxy'. ....

There is a very simple reason for this, the Chair of the Meeting will always be present.

Any named individual can be appointed as your proxy but if they suffer a broken chain or puncture on the way to the AGM ... they will of course be well prepared and still arrive on time. However unexpected illness, injury or other circumstance may prevent your named proxy attending. If your proxy is not present your vote will not be cast.

It is quite possible to direct your proxy (including the Chair) as to how they should cast your vote. If you do so your proxy has no discretion, they can only cast your vote as directed by you.

It is also possible to give an undirected vote to your proxy (at least in the case of appointing the Chair as your proxy, I can't recall if this option exists for other proxy choices*) in which case they have absolute discretion on how your vote is cast.

To some the undirected proxy votes are a voting choice that is every bit as valid as any other voting choice. To some they are controversial and only cast by those who can't think for themselves and therefore shouldn't be voting at all.

*Edit - Having dug out my voting form an undirected vote can be given to any proxy.
Last edited by gaz on 27 Apr 2016, 9:20pm, edited 1 time in total.
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Steady rider
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Re: How should I vote in the AGM

Postby Steady rider » 27 Apr 2016, 9:20am

If a few hundred voted for the same proxy, knowing they would oppose a motion that was supported by Council and the person had a mishap on the way to the meeting, preventing them from attending, their opposition would be lost in the count. Whereas if the CTC Chair had a similar mishap, someone else would act as Chair and their votes would not be lost. I have my doubts if proxy voting is needed. The Articles on proxy voting do not mention the Chair specifically but the voting papers put the Chair as the first option. It seems to contributing to supporting Councils view, via the Chair.

If good reasons can be provided for allowing proxy voting it may be worth keeping but otherwise a case for dropping proxy voting may be more accountable, only counting votes where a choice had been made by the member. Proxy voting may also imply a vote of confidence in the CTC and CTC Council and Chair. Rather than simply asking the members their view on the question posed in a motion. I expect voting could be via the phone (perhaps) , online, by post, or attend the AGM without the need for proxy option. If keeping the proxy option to vote, then the advice on the voting form should not mention any particular proxy, otherwise it may favour one option over others.

John Catt
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Re: How should I vote in the AGM

Postby John Catt » 27 Apr 2016, 6:12pm

Steady rider wrote:If good reasons can be provided for allowing proxy voting it may be worth keeping


The good reason for keeping it is that it is a requirement of Section 324 of the Comanies Act . See http://www.legislation.gov.uk/ukpga/2006/46/section/324

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gaz
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Re: How should I vote in the AGM

Postby gaz » 27 Apr 2016, 6:51pm

Steady rider wrote:... If keeping the proxy option to vote, then the advice on the voting form should not mention any particular proxy, otherwise it may favour one option over others.

There are over 67,000 members. I think it reasonable to assume most won't know someone who is going to the AGM in order to appoint a named individual as their proxy.
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Steady rider
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Re: How should I vote in the AGM

Postby Steady rider » 27 Apr 2016, 7:49pm

Very good John Catt for that precise information. It is clearly designed with good intentions to provide for proxy voting.

From 67000 members say 100 attend the AGM, one from 670 members, so many members may not know anyone who is attending I assume, yes Gaz I think you are correct as well.

The voting paper mentions the Chair, no other proxy names are provided, so that it favours the CTC Chair to gain proxy votes and even if no names are provided where it says '2B ' Name your proxy (leave blank if Chair), it favours the Chair if anyone overlooks 2B in completing the form.

CTC Council have the motions, limited to 100 words, they can reply, this year they misrepresent motion 13, they also want the members votes via the Chair, they are also not bound by the results. Does all this sound good practice. The process is symbolic of a democratic system but not bound by the voting, this does have pros and cons.

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gaz
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Re: How should I vote in the AGM

Postby gaz » 27 Apr 2016, 10:10pm

Steady rider wrote:... The voting paper mentions the Chair, no other proxy names are provided, so that it favours the CTC Chair to gain proxy votes and even if no names are provided where it says '2B ' Name your proxy (leave blank if Chair), it favours the Chair if anyone overlooks 2B in completing the form. ...

Again, the Chair is the only person guaranteed to be there and at any subsequent meeting should the AGM be adjourned. What would the implications be of promoting an alternative proxy, Joe Bloggs, who does not subsequently attend?

Had '2B' been worded 'Name your proxy (write Chair if Chair)' what would happen were a proxy(s) by the name of Mr/Mrs Chair to attend the AGM, arguing that the member(s) intended to appoint them?

For directed proxy votes it is completely irrelevant who the proxy is, they can only vote as directed.

For undirected proxy votes ... we could go round the same old arguments again.
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Steady rider
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Re: How should I vote in the AGM

Postby Steady rider » 28 Apr 2016, 8:18am

The sort of change that may work is for 2B to say 'Name of your Proxy'. This would mean that each proxy would have to be named, not favouring one over any others or mentioning one from others.
A note saying if your named proxy had a problem and could not attend for any reason it may be better to complete the questions listed for the AGM and then your vote will be included even if your proxy failed to attend the meeting.

This option would mean anyone wanting to vote for Councils position or the Chair would need to name either a Councillor, current Chair of Council or vote directly on the issue or another proxy. This would help reduce the advantage the Chair and Council have in the current system.

The question asked 'How should I vote in the AGM', Motions 13, 14 and 15 are discussed in the Campaigning section and 16 and 17 in the helmet subsection and provides extra information compared with Cycle and the voting form. e.g viewtopic.php?f=6&t=105454
viewtopic.php?f=6&t=105249
viewtopic.php?f=6&t=105003
viewtopic.php?f=41&t=105591

JohnW
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Re: How should I vote in the AGM

Postby JohnW » 28 Apr 2016, 11:23am

I don't think that there's a problem with the 'chair' being proxy, providing we direct the chair in how we want him to vote - on a motion-by-motion basis. The 'chair' will vote in accordance with council's view, which is clear from their comments to each motion as printed in 'Cycle', if we don't direct him. If we don't direct the 'chair', then my take is that we've not (bothered to) voted - although not everyone agrees with my interpretation.

It is up to each one of us as individuals. The voting form gives us the opportunity to direct the 'chair' in how to use our vote. It seems clear to me - am I missing something? - is it more complicated than that?

Steady rider
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Re: How should I vote in the AGM

Postby Steady rider » 28 Apr 2016, 11:43am

Yes it is really, the voting form, 'Form of Proxy
(for use by members not attending the AGM)

To appoint your proxy
Section 2
To appoint the Chair of the meeting as your proxy just sign in 2A

it leads to just signing the form, leave blank for Chair, as an easy option.

Anyone short of time and wanting to vote, may just sign and take the first option, Council responses to motions may be a one sided interpretation of the motion.

The Chair will be inclined to vote as per responses, before hearing the points put at the AGM, pre-judging the issue before hearing the full evidence available.

In these circumstances the process is weak, one sided and puts the Chair option on the voting paper and other options have to be clear to members who may not be sure to appoint another proxy and issues involved.

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gaz
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Re: How should I vote in the AGM

Postby gaz » 28 Apr 2016, 12:52pm

The AGM voting process is neither a postal, nor on-line ballot. It is a proxy voting system, as required by law. You can appoint and instruct your proxy by post or on-line. To cast your vote either you or your proxy needs to attend the AGM in person.

Steady rider wrote:it leads to just signing the form, leave blank for Chair, as an easy option.

Again the only person guaranteed to be at the meeting is the Chair. We've agreed that most members will not know an individual intending to attend the AGM, so for most members the only choice is to appoint the Chair. I can see very good reason to make that process simple and straightforward.

Steady rider wrote:Anyone short of time and wanting to vote, may just sign and take the first option, Council responses to motions may be a one sided interpretation of the motion.

The Chair will be inclined to vote as per responses, before hearing the points put at the AGM, pre-judging the issue before hearing the full evidence available.


Council's published response to motions either supports or opposes each one. By definition the reponse will be one sided. Anyone short of time, wanting to vote and wishing to support Council's position, may just sign and take the first option. Everyone else will need to complete Section 3 as well.

You acknowledge that the Chair can be expected to vote in line with Council's published position. I doubt that anyone appointed proxy arrives at the AGM without forming a position on each motion prior to hearing the final discussions.

Every member giving their proxy a directed vote has formed their opinion without the benefit of listening to the debate at the AGM itself.

Steady rider wrote:In these circumstances the process is weak, one sided and puts the Chair option on the voting paper and other options have to be clear to members who may not be sure to appoint another proxy and issues involved.

The voting form:
TO APPOINT YOUR PROXY
Section 2: To appoint the Chair of the Meeting as your proxy, just sign in box 2a. To appoint a different proxy, sign in box 2a and write your proxy's name in box 2b.

Exactly what do you feel is unclear?
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Re: How should I vote in the AGM

Postby Steady rider » 28 Apr 2016, 4:36pm

One point that may be unclear say is, my proxy is John Smith and there could be more than one John Smith for the sake of discussion. For using an alternative proxy to the Chair both the member plus the proxy have to understand the system it seems. One cyclist asked me if he could put me down as is proxy and at the time I was not completely aware of the requirements, I did not know if my membership number would be needed, that I did not have on me at the time.

I only look at this short of paperwork about once in 12 months, last year I may not have voted at all.
The AGM voting process is neither a postal, nor on-line ballot. It is a proxy voting system, as required by law. You can appoint and instruct your proxy by post or on-line. To cast your vote either you or your proxy needs to attend the AGM in person.


To cast your vote either you or your proxy needs to attend the AGM in person


This is quite concise. I was thinking along the lines of a possible system where you could vote direct without a proxy, but
It is a proxy voting system, as required by law


Probably much of the voting form is limited by legal procedures. By asking a load of questions people like Gaz and John Catt seem to have a good understanding and help explain why the system presented is as is.

I suppose I was thinging something more direct may be possible, in Australia they may have something similar.
http://www.governanceinstitute.com.au/m ... voting.pdf

The voting form C may be simpler than the UK approach.
At least some of this discussion may be indirectly of some use.