Special Meeting - Determination
Updated: Jun 1, 2018
Special Meeting, Institution of Mechanical Engineers: 21 May 2018: Outcome
Dear Trustees and Members,
On 21 May a Special Meeting was held by the Institution of Mechanical Engineers. By-Law (43) required me, as then President, to chair that meeting. At the outset a number of members raised points of procedure; challenging the way in which the meeting had been called based on legal and ethical arguments.
Nearly 400 members attended the meeting, some travelling considerable distances. Whilst the legal challenges might have delayed or prevented the meeting going ahead, I decided the meeting should continue so that the members present could hear both parties presenting their cases and the discussion that followed; and so that this could be recorded for members who were unable to attend. I made it clear that the poll at the end of the meeting would be non-binding as the procedural points required proper consideration and I would then determine the matter of voting (ref. By-Law 45). This approach met with general agreement and was without challenge from the members at the meeting.
Careful consideration of the procedural points has been particularly important in the light of the very narrow margins between the non-binding votes ‘for’ and ‘against’ for all motions except motion 3 (concerning the independent financial review) and the contrast of the votes on the night compared with the totals including proxies. For reference I attach the results of the non-binding vote at annex 1.
2. Considerations since the 21st May
Following the meeting I have been given further background to the points of procedure and have had discussions with Trustees, the Requisitioners and their lawyers. I have received information regarding members’ experience relevant to the points of procedure both directly and via the Requisitioners.
Information and representation I have considered include:-
a. By-Law 45 require me as Chair of the Special Meeting to direct in which one of four specified ways the motions should be decided namely a Show of Hands, Division or Poll (including votes by proxy) at the meeting or a Postal Ballot;
b. The call for the meeting was not compliant with the By-Laws (By-Laws and 41 and 92) in terms of the posting of the notice and voting papers. This has been accepted by all parties and their lawyers and has caused practical problems for some in voting. This is discussed further in section 3;
c. There was bias in the presentation of the Notice for the Special Meeting and on the Proxy Appointment/Voting Forms;
d. There were reports of confusion over who members were appointing if they chose the default proxy;
e. There was no clear way for members voting by proxy to indicate abstention; by neither voting for or against - their form could be read as giving discretion to the person voting for them by proxy;
f. By-Law 40 allows the Requisitioners to call the meeting if the Trustees do not convene the meeting within 42 days; and Points of Procedure are concerning whether the meeting was properly convened;
g. Questions were raised concerning the inclusion of the Trustees motion 1 in a meeting that was called by others and which was inconsistent with the Requisitioners stated object of the meeting (By-Law 40).
h. Members at the meeting expressed their views that members unable to attend should not be disenfranchised.
a) Disenfranchised members.
I have been made aware of members complaining that they did not receive the Notice in a timely fashion (viz. not within the 21 days required by the By-Laws); some overseas members did not receive their Notice until after the closing date for voting; others reported they received their Notice late so that they had to register their vote on-line and found that the server was down on the last day of voting and preventing them from voting.
The meeting was not compliant with the timeframes stipulated by our By-Laws 41 and 92. Had the meeting been called earlier, or the AGM deferred until the end of May this non-compliance could have been avoided. It is always possible that even with the correct lead time, some members will not receive their notice until it is too late to vote. However, if the correct lead time is given, this would be less likely and the Institution is protected by its own constitution against any challenge. If this matter is not corrected I judge the chances of a challenge to be high, and the Institution is therefore exposed.
b) ‘Swayed’ members
The Requisitioners have referred to emails from members complaining about the biased nature of the Notice and the recommendation contained in the Notice and on the Proxy Form to vote in a certain way.
Emails were received from members who voted early on receipt of their papers, then later learnt of the arguments in support of the Motions 2-6 and subsequently asked for their vote to be changed.
Members cast their votes informed by papers prepared by the Executive that contain bias. Motion 1 was followed by a statement from the Trustees urging members to vote in favour of motion 1 and against motions 2-6.
c)’ Undecided’ proxies
I and the Requisitioners have received contact from members asking to whom they should give their undecided proxy vote as they did not understand the difference between the Chair of Trustees and the President; some members had not noticed the small print in the Notice providing a web link to a page about G. Baker (and not the President) being the Chair of the Trustees. G. Baker was not named on the form. There is a strong possibility some members inadvertently gave their undecided proxies to G. Baker thinking they were giving their votes to the President. It is inconceivable that any member gave their undecided proxy votes to the President thinking they were giving them to G. Baker as the appointment of any alternative proxy was by name.
I conclude that the form created confusion amongst some members concerning who they were nominating as their proxy if they appointed (by default) the Chair of the Trustees.
4. Position of the Trustees and the Executive
The Institution’s Executive and Trustees’ position is that the meeting was properly called.
The Institution’s lawyers have agreed that the meeting was not compliant with the By-Laws in that the papers were posted later than stipulated.
a) On the basis of the information above, I have concluded the way in which the meeting was called has resulted in the situation where the proxy votes cannot be considered (in total) to be safe or reliable.
It is impossible to determine the extent to which the proxies were subject of the foregoing problems. However, I note the very small margins of votes between the ‘fors’ and ‘againsts’ and conclude it would only take a small number of the votes to swing the outcome of votes on each motion in the opposite direction. A 0.5% (37 votes) would have changed the indicated vote of the closest motion (to 50:50); and a 3.9% swing would have similarly changed the motions 1, 4, 5 and 6. This is in contrast to the votes of the members who attended the meeting. The votes at the meeting were significantly in favour of motion 2-6 and against motion 1.
b) There are opposing views on some of the points of procedure which might only be resolved by legal escalation. However, lawyers for the Institution and the Requisitioners have agreed the manner in which the meeting was called was not compliant with the By-Laws concerning the serving of the notice by post.
6. Determination of the meeting and vote
It is important that my decision regarding the determination of the voting takes into account the interests of the Institution, the parties to the meeting and members in general. I do not believe it serves any interest to extend the period of uncertainty, for the Institution to be exposed to the financial and reputational risk of legal challenge nor to have unresolved doubts and challenges over the outcome of the Special Meeting.
I fully accept the point made at the meeting that members not able to be present at the meeting should not be disenfranchised in any way, nor their vote devalued by reasonable doubts.
I therefore have decided that a Postal Ballot must be called. I believe it is the only way in which a clear and proper outcome can be determined and mitigate against reputational damage. The time and cost this will incur is regrettable but quite possibly may be less than the costs of potential legal disputes.
The Ballot should be conducted and concluded as quickly as is possible and as permitted by the current By-Laws and Regulations- but noting that motions 5 and 6 may need amendment (only) to reflect the role held by individuals will have changed following the very recent AGM. Importantly the conduct of the Ballot must respect the lead time necessary to properly engage overseas members.
The information made available to members at the Special Meeting should be made available to all members- at minimum those who are eligible to vote- and in good time before they are expected to vote. This should include sending members a link to the recording of the meeting which should be posted on our website (the recording split by sections of the meeting) or the transcript and also sending them agreed minutes. To avoid further problems, including reputational issues, I believe it is important that communication channels to the members should be equal between the parties tabling the motions; and that a means of communication with the members is now formally made available to the Requisitioners.
I believe in the light of the foregoing all aspects of the Postal Ballot should be subject of independent supervision by a party agreed by both the Requisitioners and the Trustees.
Chair, Special Meeting 21st May 2018.
Date: 30thth May 2018
Encl : Annex 1 Announcement of non-binding vote.