[Talk-GB] OSMF Special General Meeting

David Woolley forums at david-woolley.me.uk
Wed Nov 26 08:23:31 UTC 2014

On 26/11/14 01:43, Dave F. wrote:
> I'm pretty sure casting a vote via email isn't proxy.

The notice isn't a request to vote.  Requests for special meetings, and, 
I think any resolutions, from the members, are not binding unless there 
is support from a certain proportion of those with voting rights. What 
is being done here is attempting to demonstrate that level of support. 
The document mentioned is not a valid call for a meeting, it is rather a 
call for people to create a valid call for one.

At the stage at which the page was written, there was not even a 
requirement to notify all the members.

The 5% represents a compromise between avoiding a small clique causing 
disruption by continually calling meetings and the potential difficulty 
that a proposer would have in contacting all the members without help 
from the company, together with an allowance for the proportion of 
members who would vote an anything.

When the actual meeting notice is issued, it is a legal requirement that 
details of how to appoint a proxy are included in the meeting notice.

I am fairly sure the resolutions would affect current directors;  I 
think they would require an explicit clause to exclude them.

Although I am not a full member, so can't vote on the resolution, it 
seems to that the proponents should have provided some background 
information, e.g. details of other companies implementing similar rules, 
and the reasons they think they are necessary.

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