How transparent are these elections where it happens / what’s the process?
it sounds like from what you’ve said with slips being printed in the magazine everything is done only by that mail-based process? Or does stuff take place in the actual physical meeting too?
I suspect one issue is getting alternatives running who would be more appropriate otherwise you have Hobson choice ..?
which is why the role itself is a concern if it requires geographic proximity and a number of hours most who might be a good fit wouldn’t be in a position to sign up for?
The board of trustees conducts its day to day business via electronic means and face to face meetings at their head office in Buckingham. Summaries of board meetings (but not the full Minutes) used to be posted on the website.
(I don't know, but I imagine the board now uses Zoom or Teams or similar for some of its board discussions and trustees have participated in face to face board meetings by phone.)
Not all trustees will be able to attend all face to face meetings and if the chairman is unable to attend, the board can appoint another trustee to chair that meeting.
The offices of chairman, deputy chairman, company secretary (if they have one), treasurer etc are appointed by the board, itself, not by the membership.
(These appointments are not set in stone or for a specific duration. For example, if the board felt it appropriate, the current office of chairman could be removed and one of the other trustees designated chairman or acting chairman.)
Annual General Meetings (AGMs) and the occasional Extraordinary General Meetings (EGMs), at which for example, resolutions to make amendments to the governing document may be voted on, are usually held in Buckinghamshire where the Association's head office is.
AGMs and EGMs are attended by some but necessarily all of the existing trustees and by some staff members. In the past, AGMs have sometimes been combined with a medical conference which takes place after the AGM has finished.
Attendance at AGMs:
Historically and understandably, AGMs and EGMs have not been well attended by the membership, even when quite lengthy notice of the date and venue has been published. I don't have recent figures but I would estimate under 50 members attend AGMs in person, based on the pattern of previous attendance figures.
The election process for trustees is carried out at AGMs. Members attending the meeting can cast their votes and these are combined with votes from the postal ballot, for which the ballot slips need to be returned to head office at least 7 days prior to the meeting.
If voting via ballot slip, this means that decisions to vote for or against a trustee nomination or decisions to support or reject a special resolution are made before hearing any discussion at the meeting and based on what information the board has given in the magazine.
The board can make recommendations (or not) about a nominee. The board can also make recommendations to the electorate to vote in favour of a special resolution which they have proposed, themselves, for example, amending clauses or adding new clauses to the Articles of Association, or changing the name of the organisation.
Notice is sent out to the membership of any existing trustees who are due to retire by rotation but are standing again for election (this is what Charles Shepherd, Neil Riley and Ewan Dale have done since they were first elected to the board in 2003/4). Personal statements by new nominees are also included in the magazine.
(The retirement of one third of the existing trustees by rotation used to apply every year; this was amended to every two years for the 2014 version of the Articles of Association.)
As I say, I don't have recent figures but based on earlier years, around 350 members return ballot papers which are added to the votes cast in person at the meetings. So we are looking at around 400 members voting in AGMs and EGMs out of a total electorate of say, 5000-6500.
In order for a special resolution to be passed, 75% of the votes received need to be in favour.
Virtual and hybrid AGM meetings:
As for increasing members' ability to participate in proceedings: charities are permitted to hold virtual or hybrid meetings. However, since special arrangements for secure voting need to be in place, there are guidelines for holding virtual or hybrid meetings by the Charity Commission and the Chartered Governance Institute.
Also, the holding of virtual or hybrid meetings and arrangements for them needs to be included in the Articles of Association. So if the MEA were considering holding virtual or hybrid AGMs and EGMs, the Articles of Association would need amending via special resolution.
If the facility to live stream the meeting via Zoom but not participate in proceedings, per se, or vote in elections or resolutions on the day was introduced, I don't think the board would need to amend the AoA for that.
Resources:
MEA Articles of Association 2014 version attached.
Charity Commission guidance on rules for the holding of AGMs:
https://www.gov.uk/government/publications/charities-and-meetings-cc48/charities-and-meetings
Chartered Governance Institute on Virtual and hybrid meetings:
https://cavs.org.uk/wp-content/uploads/2021/06/virtual-and-hybrid-agms-a-guide-for-charities.pdf