Talk:Meetings/2009 AGM/Resolutions

It might be best if the rules mentioned are adopted at the AGM, rather than by the Board prior to the AGM. It was also suggested at some point that we have a rule saying that the board can't change rules set by Ordinary Resolution - I think we should at a resolution to that effect as well. That would then prevent the board from being able to change the rules about board elections (which they shouldn't be able to do - there is an obvious conflict of interest). --Tango 21:45, 29 November 2008 (UTC)

The rules have to be adopted by the Board - to start with at least - because otherwise we wouldn't be able to hold elections or admit members! The Articles that were adopted in the end meant that Rules can be adopted by either the Board or the members. Unfortunately it does mean a rule adopted by the members can be changed by the directors; the only way to "entrench" the rules is to put it as a Special Resolution restricting the powers of the Board. AndrewRT 19:13, 30 November 2008 (UTC)

Having thought about it a bit more I've added a Special Resolution entrenching parts of these rules. As you said, the Board shouldn't be able to tear up the rules on a whim. Once the rules are formally adopted, we should start discussing which parts (if any) should be entrenched. AndrewRT 21:27, 30 November 2008 (UTC)

Adopting the rules can be the first part of the meeting, before the elections take place (in the event that the motion fails, then... well, I don't know really, but it shouldn't happen anyway - I think the relevant election motion can be proposed without the rules saying it has to be, so it's probably not a problem). As for membership rules, the only real rule is the membership fee and the board can pass an interim rule setting the fee until the AGM and then let the AGM set a more permanent rule (in fact, I believe that's the plan anyway). --Tango 22:47, 30 November 2008 (UTC)

Quorum at AGM

If memory serves, one of the reasons for having the quorum at general meetings be set to a minimum of 10 was that it was double the size of the board, which meant the board would not be able to push through resolutions without at least some support from the membership. Since the board is being increased to 7 members, do we want to increase the minimum quorum to 14 (this wouldn't apply to the upcoming AGM, just future general meetings)? I'm not sure it's really necessary (and would require an amendment to the Articles), but I think it ought to be discussed. --Tango 14:36, 12 February 2009 (UTC)

Consequence of Resolution 3 voting No

Mpeel asked at the Board meeting what's the consequence if Resolution 3 - setting the membership fee for the year - is voted down. The first thing I'd say is if someone thinks this fee is wrong the sensible thing to do is not to vote No but instead propose an amendment to the resolution with an alternative fee; in that case, if the amendment passes the revised fee becomes the fee and if it fails, the £6/£12 becomes the fee.

That said, I think if the resolution is voted down the legal effect would be zero, as the Board is entitled to set the fees on its own if it wants to.

There is only one place in the Mem&Arts which mentions membership fees:

Article 28.1 states: The bye laws may regulate the following matters but are not restricted to them: (a) the admission of members of the charity ... and the entrance fees, subscriptions and other fees or payments to be made by members (my emphasis)

The (as yet unadopted) Membership Rules state:

• Membership fees will be reviewed at each AGM
• The yearly membership fee for Members is £12/year, reduced to £6/year for concessions

This raises a potential conflict if Resolution 3 is amended and then passed and resolution 5 is also passed unamended: which would prevail? My suggestion is that the wording of the Membership Rules is revised to remove a reference to the precise fees and to refer instead to the Ordinary Resolution. I'll propose the change on the Membership Rules page. AndrewRT 23:10, 11 March 2009 (UTC)

The Membership Rules when adopted should list the membership fee, and then Resolution 3 should read "agree the membership fee as £12/£6", which would then be subject to amendment. Then passing no resolution at all leaves the fee in place - an amendment to the resolution to alter the membership fee to zero would need to be passed to abolish the fee. -- LondonStatto 18:31, 12 March 2009 (UTC)

I support Andrew's suggestion - the Membership Rules should say "The membership fee will be set by an ordinary resolution at each AGM for the following year. If the meeting fails to pass such a resolution, the membership fee will remain unchanged." The current membership fee was set by the board and are valid, so if the membership rules pass but the fees resolution fails the current fees would remain. If the membership rules fail then the board still has the power to set membership fees as it sees fit and we don't really have a problem. --Tango 17:24, 14 March 2009 (UTC)