Posted by: angusjohn | 04/02/2016

Dr Christopher Mulvey: Open Letter to Prof Simon Tavare, FRS, President of the LMS

President,

I am writing, as a former Council and General Secretary, and more recently as a Member-at-Large of Council, and as one of those requesting the Special General Meeting to be held on 5th February 2016, to express my concern about the form and content of the Forms of Proxy circulated to members of the Society at various points by the Executive Secretary.

In the words of your letter to Members on 19th January 2016, a Special General Meeting is an unusual and very important matter for the Society. It is therefore one deserving organisation in a professional and impartial manner respecting the traditions of the Society resolving differences of opinion in an appropriate way. In particular, one would expect that care would have been taken to ensure that the documents circulated had been subject to careful consideration and competent advice. It seems, unfortunately, that, in the present case, the proposed Form of Proxy had not been subject to any such scrutiny or to the approval of Council.

The appointment of a proxy for a Member entitled to vote at a meeting allows the proxy to act at the meeting in every way as though the proxy were the member concerned, subject to whatever constraints the Member may have place, whether verbally or in writing, upon the proxy. In this context it is important to note that the proxy is empowered to act in any way that in their personal judgement is not subject to a constraint that has been placed upon them by the Member in appointing them.

The Form of Proxy circulated by the Executive Secretary, both in its original form, which I understand has been used by a number of Members in appointing a proxy, and in its amended form, places constraints, however completed by the Member, on voting by the proxy on the behalf of the Member. In its original form, for instance, the proxy is constrained to vote either in favour of the Motion in its present form, or against the Motion in its present form. The amended version of the Form of Proxy introduces the possibility of the Member allowing the proxy to vote at their discretion, but fails to clarify whether this is in respect of the Motion in its present form, as now stated in the Form of Proxy, or more generally.

The Form of Proxy then provides restricted options for the Member to instruct the proxy in voting on other issues that may arise in the course of the meeting. The member is invited to accept either that the proxy may vote at their discretion in respect of all amendments or points of order, or at none of these, thereby significantly constraining the instructions that a Member may give to the proxy.

Most importantly, however, is the fact that while either Form of Proxy may be completed in a way that allows the proxy to vote in one way or another on the Motion in its present form, and on any amendment to the Motion, neither Form of Proxy gives the proxy explicit power to vote on behalf of the Member on an amended form of the Motion. In other words, the proxy may be empowered to vote on an amendment to the Motion, but, at least by this Form of Proxy, is given no power to vote on the Motion once amended. Equally, no power is given to vote on a motion of adjournment, or any other procedural motion that may be put.

In closing, I note a number of points relating to the Notes appended to the Form of Proxy:

1. That there is indeed no requirement for a proxy to be appointed using either of the Forms of Proxy circulated by the Executive Secretary, as properly, if belatedly, noted in each of the Forms. There is also no need for the Form of Proxy submitted on behalf of a Member before the meeting to detail any of the instructions given by the Member to the proxy constraining their vote, which is a matter purely between the Member and the proxy.

2. That there is no need for a Member to inform the Society of their wish to withdraw the appointment of a proxy, although the Member may inform a proxy that they have appointed of the withdrawal of that appointment or may attend the Meeting to vote in person thereby invalidating the appointment of any proxy, indicating before the meeting their intention to vote in person.

3. That it is entirely in order for a Member to appoint more than one proxy, contrary to the fifth point in the Notes to the Form of Proxy. In the event that more than one proxy is appointed, the proxy entitled to vote on behalf of the member is the person last presenting a Form of Proxy in respect of that Member before the meeting. I note in particular that there is no requirement for a proxy to be a Member of the Society.

Finally, it is not my place to offer any advice on ways in which these difficulties can be resolved, only to note that it is indeed unfortunate that you have been placed in this situation by actions that could easily have been avoided by more careful advice and consultation in advance. Indeed, in retrospect it may become evident that matters may have been made worse by a succession of attempts to control the meeting in advance, in ways that may not have been based on the instructions of Council, underlining the importance of the Society ultimately being governed by its Council in accordance with the Charter and Statutes.

Sincerely,

Christopher Mulvey.

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