What it means to appoint the chair of the AGM a discretionary proxy

Posted by Lucy Valerio on 25/04/2021

Under our articles of association, the chair of the AGM is the President, unless they are not present within 30 minutes of the AGM starting, at which point National Council members present will choose one of them to chair the AGM.

This provision has not been needed in recent years and so the assumption is if you appoint the chair of the AGM as a proxy, it will be the President – Lynn Robinson.

We wanted to let you know how the President is intending to use her discretion in respect of the resolutions and elections being put to you at the AGM.

Resolutions

The resolutions being put forward have the endorsement of the Board, and the President is a member of the Board, so if you choose to award the chair of the AGM a discretionary proxy for the resolutions, she is intending to exercise her discretion by voting ‘for’ the resolutions.

Elections

The following positions are being elected using a simple majority:

  • President
  • Nominated Director
  • Nationally Elected Councillor – rock climbing
  • Nationally Elected Councillor – mountaineering

The President is intending to exercise her discretion by voting proportionately to the votes cast by way of directed proxies and votes cast during the AGM. Civica will be informed of this so that the discretionary proxies can be split accordingly, the President won’t know the results of directed proxies or votes cast on the day prior to splitting the discretionary proxy votes held.

The position of Nationally Elected Councillor – hill walking, has three candidates standing, and so it is being decided upon using a Single Transferable Vote system i.e. candidates will be ranked.  The President is intending to use her discretion and will rank the candidates as she sees fit based on the documentation provided to all members.

Conflict of Loyalty

In addition to the above, you need to be aware that the President has a conflict of loyalty in respect of two of the elected positions: President and Nationally Elected Councillor – rock climbing. 

If we were holding a face to face meeting, at the point these elections were being voted on the President would hand over the role of chair of the AGM to a National Council member in accordance with our articles of association. How it will work this year, is that there will be a separate proxy card for the person who would have chaired the AGM at this point if it was face to face. Fiona Sanders, a Council Nominated Director has agreed to do this, so if you appoint the chair of the AGM as your Nominated Proxy, please be aware that for the elections of President and Nationally Elected Councillor only, the proxy votes will be cast by Fiona, on all other resolutions and elections if the chair of the AGM is your Nominated Proxy, these will be cast by Lynn.

READ: Guide to the voting portal for the BMC AGM 2021

READ: Virtually attending the BMC AGM 2021



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