[Osmf-talk] Please Vote at the General Meeting this Weekend

Johan & Marguerite textline at gmail.com
Thu Dec 4 23:38:00 UTC 2014

Often abstentions don't count. A proxy form will make this clear:
'A vote withheld is not a vote in law, which means that the vote will not
be counted in the calculation of votes for or against the resolution.'
But this text is missing in our proxy form.

Last year in Birmingham two SR's were in vote (
"For the adoption of the new Articles of Association: 136 votes; against: 3
votes; abstentions: 9. This means a 92% yes vote, and the new AoA are
hereby accepted.

For the amendment of the Articles of Association and thereby allowing
corporate members to vote: 75; against: 59; abstentions: 14. This means a
58% yes vote, and the target of 75% has not been reached, so the amendment
is not accepted. "
The interesting thing is that in the first case the abstentions count in
the total vote count. In the second case something is wrong about the 58%:
it might have been 50% (or 56% when abstentions not counted)

So we have one case which shows abstentions to be counted for and no text
in our proxy form mentioning that abstentions don't count in the total.
Thus it appears that OSMF counts abstentions in the calculation of the
total number of votes. But I think Paul should clarify on this one, since
he will be leading the counting of the votes.

Cheers, Johan

2014-12-04 22:46 GMT+01:00 Richard Weait <richard at weait.com>:

> and some backup.  From Companies Act 2006
> Sec 283 (1) A special resolution of the members (or of a class of
> members) of a company means a resolution passed by a majority of not
> less than 75%.  [1]
> Sec 282 (1) An ordinary resolution of the members (or of a class of
> members) of a company means a resolution that is passed by a simple
> majority. [2]
> Wikipedia says that "Abstentions do not count in tallying the vote
> negatively or positively; when members abstain, they are in effect
> attending only to contribute to a quorum. "
> From our AoA, sections 65 - 67 [4] suggest that a proxy may be
> instructed to vote as you instruct them (yes / no) on your behalf, or
> to abstain from voting on your behalf.  And that you may issue those
> instructions for each voting matter.
> I welcome any clearer references to confirm that abstentions don't
> count as For or Against.
> Best regards,
> Richard
> [1] http://www.legislation.gov.uk/ukpga/2006/46/section/283
> [2] http://www.legislation.gov.uk/ukpga/2006/46/section/282
> [3] http://en.wikipedia.org/wiki/Abstention
> [4] http://wiki.osmfoundation.org/wiki/Articles_of_Association
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