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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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Can someone define the following clause of a constituion in

Customer Question

Can someone define the following clause of a constituion in simplified terms -
At any general meeting a resolution put to the vote of the meeting shall be voted upon by a simple majority of th ordinary members who are present and voting thereon, except of decisions to any of the following special resolutions which shall require to be decided upon by not less than 75% of the ordinary members present and voting thereon (no account therefore being taken of members who abstain from voting or who are absent from the meeting) 24.5 - to purchase or sell or to grant lease over any heritable property.
Submitted: 2 years ago.
Category: Law
Expert:  Ash replied 2 years ago.
Alex Watts :

Hello my name is ***** ***** I will help you with this.

Alex Watts :

If there are normal resolutions tabled at a meeting, they will be passed with 51%

Alex Watts :

If there are special resolutions which are notified in advance then they need 75% to pass it

Alex Watts :

If people do not show up or chose not to vote, their votes or lack of do not count

Alex Watts :

Can I clarify anything for you about this today please?

Customer: Hi, thanks for coming back to me. The constitution says 'no proxy, make provision'. Are they allowed to make provision where a 'special resolution' vote is concerned ?
Customer: Expert has gone off line
Customer: You were online for less than 3 mins, for the fee charged, I did not even get this questioned answered
Alex Watts :

I am still here, I was just checking my email

Alex Watts :

It does not say they can make provision where a special resolution is there

Alex Watts :

So no, they can't

Customer: Sorry, I thought I had been cut off. Am I right in thinking they are not allowed to make 'alternative voting arrangements' for members who are not able to attend the actual meeting where a special resolution vote is concerned? Can you email me this answer please
Alex Watts :

You are correct.

Alex Watts :

Once you rate the format changes and you can copy and paste or come back to the question at any time

Alex Watts :

Does that help?

Customer: Am I right in thinking that for members who cannot attend the meeting to vote on a special resolution, the directors cannot offer alternative voting arrangements where a special resolution vote is concerned. They actually have to be present at the vote?
Alex Watts :

Correct.

Alex Watts :

The clause does not allow for that

Customer: Are you still there?
Alex Watts :

yes

Customer: Thanks, ***** ***** have offered alternative voting methods for members who are unable to attend the meeting. But the vote is for a special resolution involving the purchase of heritable property. I don't think they should have offered an alternative voting method, I think everyone should have to be present at the vote for it to count?
Customer: Sorry are you still there?
Alex Watts :

They can only do this if they alter the constitution

Alex Watts :

And they can only do this with a special resolution

Alex Watts :

And they can only do this with 75% vote of people attending

Alex Watts :

If it shows I am offline then I am just flicking between screens

Customer: It does say in a different part if their constitution that 'voting cannot be proxy - make provision' but it doesn't say this applies to a special resolution vote so I need to find out if they are allowed to arrange alternative voting methods for people who cannot attend on the day
Alex Watts :

No - they can't.

Alex Watts :

The constitution should have been drafted more clearly

Customer: Thanks, ***** ***** I thought
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