Dexter Cattle Society AGM 2015. Is It A Smoke Screen?

[solburydexters]

Does anyone else find the Form of Proxy and included 'Explanatory Notes To Resolutions For AGM 2015' confusing?
For example the explanatory notes mention 'Special Resolution 6.' I can not find that on the Form of Proxy. Can anyone else?

The form seems very complicated to me does it to anyone else?
If so is it a smoke screen to get something changed that may not be to the advantage of members?

Members should perhaps look very carefully at the whole of Resolutions 5 and 6. It will be too late if they are voted yes at the AGM. Remember members were not too happy in 2012 when they found they had voted to remove the right to see minutes of Council meetings.

2 examples:-
1. looking at the 'explanatory notes' for 'Special Resolution 6.'
'Amendment 3' is to remove the whole of the voting process for members for trustee election. If more than one member is proposed for a trustee position who is then going to decide which name is put forward for election at the AGM ?

2. looking at the 'explanatory notes' for 'Special Resolution 5.'
Here 'Amendment 4' is to allow the other directors to remove a fellow director if they think it is in the best interests of the Society. Poor director does not even get the right to defend him/her self the way it is worded. It will not come before the members for consideration either yet members will have voted the director on to the Council in most cases.

Please give due consideration before voting.
Perhaps better to be safe and vote 'No' until the questions are answered.

[Pennielea]

I am surprised there has been no comment on this post in nearly a week as it raises some important points. I will deal with one point here and others in separate posts to avoid confusion.

Amendment 4 - Removal of one Council Member from the Council by the remainder.

In my opinion it is extremely dangerous to give Council permission to remove a Director without the approval of the whole membership. Membership appoints a Director and it is they, not Council, who should if necessary remove a Director.

This is the logical and legal process contained in Law.

The extract from Companies Act 2006 below shows quite clearly that a Council Member may only be removed by the membership at a General Meeting following the proposal of an Ordinary Resolution.

Para 168 "Resolution to remove director"
(1)A company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him.
(2)Special notice is required of a resolution to remove a director under this section or to appoint somebody instead of a director so removed at the meeting at which he is removed."

As the Companies Act is the Superior Document nothing in our Articles can alter or amend this Law.

The amendment should not be even proposed by Council as it is illegal.

Ian

[Louisa Gidney]

I've sent off my form today. I think it is wrong to put so many amendments into one block vote. The form should have allowed for a vote on each individual change. I, for one, agree with some but disagree with others.

[Duncan MacIntyre]

As always Ian is talking a lot of sense. Very interestingly another set of proposals have been rejected by Council because they were not signed by a percentage of the membership instead of just a proposer and seconder because the Companies Act specifies the percentage.

So our council can invoke regulations when they see fit, and deny them when it suits them.

I also could not agree more with Louisa, each amendment should be presented in a way to allow a separate vote, and no one should be in the position of voting for something they disagree with or not sure of simply to support one they very much wish to see adopted.

Manipulation of the rules and discriminatory application of them is one of the troubles which resulted in the resignation of 5 council members last year, I was assured by Tim Sparrow at the AGM in Scotland in 2013 that he would do his best to counteract such actions but there is no sign of any improvement, in fact things are getting seriously worse. The current Council seem intent on concentrating power and abusing it.

We need to be sure these issues are raised at the AGM - but no doubt there will be resistance to any such discussions because we have not indicated that they will be raised in advance.

We also need to raise the issue of proxy votes being taken from people who have had one side of the issue only presented to them. This seems just wrong to me.

We should also try to ensure that only those who were present at the previous AGM are voting to adopt, amend or reject the minutes - how can anyone who was not there vote with any conscience?

Please Please Please if you are at the AGM support any of us who raise such matters. Do not sit silent.

Duncan

[solburydexters]

If you are still wondering 'Is It A Smoke Screen?' Could I suggest you re-read the replies to this question.

It should concern all members that the 'Explanatory Notes' give no explanation as to why the Council feel things need changing.
Perhaps still best to 'stick with what is' until reasons are given.

[Pennielea]

Jac
Below is an extract from an e-mail sent to me by a former Council Member showing that an attempt was made to have the publication of Minutes reinstated.

"I submitted two resolutions for the Dexter Cattle Society 2015 AGM in
accordance with paragraph 5 of the letter from the Chairman of Council
dated 11th August 2015.
They were in relation to reinstating the publishing of Council meeting
minutes onto the DCS website and limiting length of time as a trustee
before having to have a break period.
The Chairman of Council would not put the resolutions on the AGM
agenda."

If you re-read the Chairman's letter which is referred to in this message it quite clearly invites submissions such as those above.

Rob
While governance may not be of great interest to yourself and other members of the Society I know that money matters are. Poor governance in all aspects costs the Society money which is directly reflected in the costs of registering and transferring animals.

Ian

[Jac]

Jac
Below is an extract from an e-mail sent to me by a former Council Member showing that an attempt was made to have the publication of Minutes reinstated.

"I submitted two resolutions for the Dexter Cattle Society 2015 AGM in
accordance with paragraph 5 of the letter from the Chairman of Council
dated 11th August 2015.
They were in relation to reinstating the publishing of Council meeting
minutes onto the DCS website and limiting length of time as a trustee
before having to have a break period.
The Chairman of Council would not put the resolutions on the AGM
agenda."

If you re-read the Chairman's letter which is referred to in this message it quite clearly invites submissions such as those above.

Rob
While governance may not be of great interest to yourself and other members of the Society I know that money matters are. Poor governance in all aspects costs the Society money which is directly reflected in the costs of registering and transferring animals.

Ian

Yes, again the question of the Minutes was raised at the AGM and yet again the membership were told that it was not going to happen quoting 'against the law' data protection and confidential information giving example staff salaries. I cannot see Local Authorities not knowing the law on confidential information if you look here they publish names and salaries on their website http://www.brighton-hove.gov.uk/sites/b ... t%2015.pdf

Where a member of Council or an ordinary member is to be the subject of discussion at a Council meeting surely asking for the individual's consent before publication of the Minutes would cover all eventualities. I remain unconvinced that all this secrecy is necessary.