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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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I am a member of a family history society (run under Charity

Resolved Question:

I am a member of a family history society (run under Charity Commision guidelines) that is currently revising its constitution, and have been told that we have to accept proxy votes because "that is the law", when for years this matter had not arisen under our old constitution. Would this be correct that we have to accept proxy votes, as I understand that there have been some dubious dealings going on through such a process?
Submitted: 3 years ago.
Category: Law
Expert:  Alex J. replied 3 years ago.
Hi

Thank you for your question and welcome.

My name is XXXXX XXXXX I will assist you.

Is this society in the form of a limited company?

Kind regards

AJ
Customer: replied 3 years ago.

No, it is not a limited company, just a society formed of family historians, mostly amateur, but some (like myself) professional in the sphere or retired

Expert:  Alex J. replied 3 years ago.
Hi

Thank you.

Does it have a distinct legal personality?

For example has it been constituted under a statute?

Kind regards

AJ
Customer: replied 3 years ago.

No. The original constitution appears to have been adopted about 40 years ago, framed by members, but obviously with the advice of a solicitor. We are members of the Federation of Family History Societies, and may use the Federation's legal expert (a solicitor) for advice, but nothing more dramatic than that.

Customer: replied 3 years ago.

I have already sent my reply to your question: I repeat -


 


No. The original constitution appears to have been adopted about 40 years ago, framed by members, but obviously with the advice of a solicitor. We are members of the Federation of Family History Societies, and may use the Federation's legal expert (a solicitor) for advice, but nothing more dramatic than that.


 

Expert:  Nicola-mod replied 3 years ago.
Hello,

It seems the professional has left this conversation. This happens occasionally, and it's usually because the professional thinks that someone else might be a better match for your question. I've been working hard to find a new professional to assist you with your question, but sometimes finding the right professional can take a little longer than expected.

I wonder whether you're OK with continuing to wait for an answer. If you are, please let me know and I will continue my search. If not, feel free to let me know and I will cancel this question for you.

Thank you!
Nicola
Customer: replied 3 years ago.

OK, I'll wait. I am assuming that there is no easy answer. I can only guess at present that the legislation making proxy votes compulsory merely involves such companies, etc, that have shareholders or similar. With our family history society we simply have members who pay an annual subscription and receive services for their membership - website, journal, advice, research - nothing as complicated as that offered by those registered with Companies House. It's just that a member had come up with this gem that we are obliged to offer proxy votes. In reality, it's bound to cause us problems, particularly as many members live abroad - but, of course, there is the fear that we may be in breach of the law if we ignore it. Many thanks for your help so far. I'm looking forward to a result, one way or another.

Expert:  Nicola-mod replied 3 years ago.
Hello,

We will continue to look for a Professional to assist you.

Thank you for your patience,
Nicola
Expert:  Nicola-mod replied 3 years ago.
Hello,

I apologise as we have not yet been able to find a Professional to assist you. Do you wish for me to continue to search for someone to assist you or would you like for us to close your question at this time?

Thank you for your patience,
Nicola
Customer: replied 3 years ago.

I have spent £33 for an answer to this question. There must be an answer, surely? Or otherwise I've wasted my money. If no discernible answer - which seems incredible - then how about an opinion, which will obviously be regarded as an opinion and not as fact?

Expert:  Nicola-mod replied 3 years ago.
Hello,

I apologise that we have not been able to assist you so far. The only feedback I have had is that it is quite a specialist area which may be why it is difficult to find an answer.

If you are not satisfied we do offer a guaranteed refund on request.

Thank you for your patience,
Nicola
Customer: replied 3 years ago.

The money has been spent. I'll continue in the hope of getting an answer.

Expert:  Ash replied 3 years ago.
Hello my name is XXXXX XXXXX I will help you with this. Please note that I am a working Solicitor and may be on and offline as I have to attend Court and meet with clients, even at weekends. As such you may not get an instant response when you reply as this is not an ‘on demand’ live service, but rest assured I will be giving your question my immediate attention upon return. There is no need to wait here, you will get an email when I reply.

Is this a written constitution please?

Alex

Customer: replied 3 years ago.

Yes - it encompasses six and a half A5 pages of text

Expert:  Ash replied 3 years ago.
And they are not complying with it?

Customer: replied 3 years ago.

No, I am talking about the revised version that replaces the original (which was written about 40 years ago). The revised version is still being debated and, of course, brings up a few issues, including this one. There is no mention of proxy votes in the original, naturally, and the compiler of the revised version has added this in - because other versions of constitutions (I don't know which) he has seen contain such proxy votes for electing members for the executive committee, etc. There have been several objections to having proxy votes because of possible abuses, but one member has stated quite vehemently that we have to have proxy votes "because it's the law" - and, of course, most others have taken this on board. The trouble is we have enough "barrack-room lawyers" in our society to make the world go round. I am opposed to the idea, but, if it is the case that we have to accept proxy votes then we have to accept them. However, browsing through the internet I can see no clear-cut answer to this matter. I didn't expect it to be so complicated, and I apologise if I am causing some trouble here. It may very well be that we'll have to accept proxy votes, but I and some others feel it could be quite dangerous and may be open to abuse. I think you may understand my concern, even though this may even be a trivial matter. I am grateful for your assistance in this matter.

Expert:  Ash replied 3 years ago.
The old one does that allow proxy votes?

Customer: replied 3 years ago.

No, the old constitution does not even mention proxy votes - it was made about 40 years ago, hence the need for revision in our modern world.

Expert:  Ash replied 3 years ago.
But it's a society not a company of any kind?

Customer: replied 3 years ago.

A society, yes - not a company

Expert:  Ash replied 3 years ago.
Its bad news I am afraid. Under the The Friendly Societies (Proxy Voting) Regulations 2011 which came into force in April 2011 makes allowance for people voting by proxy.

This means that it is a legal requirement. It states:

3.—(1) In every notice calling a meeting of a society at which a resolution is to be moved there must be a statement that—

(a) a member entitled to attend and vote may appoint a proxy to attend and vote at the meeting instead of that member; and

(b) the member may direct the proxy how to vote at the meeting.

(2) The proxy need not be a member of the society and must not, in the case of a collecting society, be a collector or superintendent of that society

I am sorry if this is not the answer you wanted and certainly not the One I want to give you, but I have a duty to be honest.

Can I clarify anything for you about this today please?

Alex

Ash, Solicitor
Category: Law
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Experience: Solicitor with 5+ years experience
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