An SMM was held immediately after this year’s AMM in order for Members to vote on proposed changes to the Society’s Rules.
Members had the opportunity to ask questions during the SMM before voting on the following 8 Motions.
Motion 1: Deferment of Motions 2, 4, 5 and 6
Following on from the communication of proposed changes to our Rules, which we believed to be in the best interests of the Society and our Members, we received a request from two Members: Peter Roffey and June Le Feuvre that voting on these Motions be discussed outside of the SMM and therefore to defer consideration of Motions 2, 4, 5 and 6.
Motion 2: Board Leadership – Appointment of Chair and Vice-Chair
Motion 2 is proposed a number of changes in relation to the role of chair of the board, namely:
(a) To establish the role of Chair of the Board.
(b) To add a provision to create the role of Vice-Chair of the Board.
(c) To add a provision stating that the Board shall appoint an elected Director to act as its Chair unless no elected Director wishes to serve as the Chair or in the Board’s opinion no elected Director has the skills and experience required to serve as Chair.
(d) To add a provision stating that if the Chair is an appointed Director, the Vice-Chair must be an elected Director.
Motion 3: Attendance
(a) To remove the redundant provision relating to the Chief Executive and Members of the Management Executive attending Meetings of the Board.
(b) To amend the provision precluding the Chief Executive from chairing Meetings of the Board by extending that prohibition to all executive Directors.
Motion 4: Changes to composition of the board of directors
(a) To increase the potential number of Directors from 9 to 11
(b) To add a provision authorising the Board to appoint up to 3 professional external Directors.
(c) To add a provision stating that the Board may appoint a Director to fill any temporary vacancy created by the absence of candidates for election who satisfy the Board’s selection criteria 10.19(k)(i) and (ii).
Motion 5: Directors’ terms
(a) To reduce the maximum term elected Directors may serve from 12 to 9 years, subject to re-election every 3 years.
(b) To increase the maximum term appointed Directors may serve to 9 years, subject to annual review by the Board.
(c) To add a provision confirming that executive Directors are not subject to the maximum terms provided for elected Directors and appointed Directors.
Motion 6: Termination of membership
To add a provision enabling the Board to expel a Member where that Member has acted in a manner that is detrimental to the Society’s interests, good standing or values.
Motion 7: Dormant accounts
To add provisions enabling the Society to deactivate dormant accounts and transfer any balances to a Dormant Accounts Fund to support the community, local charitable causes, environmental or social initiatives.
Motion 8: Copies of accounts
To replace the existing requirement to display a copy of the last balance sheet at the Registered Office with a requirement to display the Society’s full Annual Report and Accounts on its website and to make printed copies available upon request.
The results of the voting were:
|Motion Number:||Yes to approve:||No to reject:||Abstain|
|Motion 1: Deferment of Motions 2, 4, 5 and 6||
|Motion 3: Attendance||84%||8%||8%|
|Motion: 7 Dormant Accounts||
|Motion 8: Accounts||91%||8%||1%|