Jun 26, 2017, 9:14 pmMemo to Basketball Wales Affiliated Members - Proxy Voting at General Meetings
During and following the Basketball Wales Annual General Meeting held at Caernarfon on 12 September 2015 several people raised their concerns regarding the misuse and rejection of a large number of incorrectly lodged proxy votes. These concerns resulted in an Independent Review of the issue; the review was undertaken by TDE Associates with recommendations submitted in September 2016.
The commissioning of the review and its recommendations resulted in the following:
- The Articles of Association for Basketball Wales were updated, including those regarding proxy votes, the new Articles were then approved at the AGM held on 24 July 2016.
- The Bye Laws of Basketball Wales were then updated and recently approved by the Board. These include additional passages regarding general meeting proxy voting.
- Breaches of the Articles / Bye Laws will be dealt with by following the provisions of Basketball Wales’ Complaints Policy and Procedures and Codes of Conduct.
- Copies of the Articles of Association and Bye Laws may be found on the Basketball Wales website; meanwhile, the extracts regarding proxy voting are as follows:
Article 23 – Proxies:
23.1. Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which -
23.1.1. states the name and address of the Member appointing the proxy;
23.1.2. identifies the person appointed to be that Member’s proxy and the General Meeting in relation to which that person is appointed;
23.1.3. is signed by or on behalf of the Member appointing the proxy, or is authenticated in such manner as the Directors may determine;
23.1.4. is delivered to the Company in accordance with the Articles and any instructions contained in the notice of the General Meeting to which they relate.
23.2. The Company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes, proxy notices must be received by the Company at least 48 hours before the start of the meeting to which the proxy refers.
23.3. Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
23.4. Unless a proxy notice indicates otherwise, it must be treated as –
23.4.1. allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
23.4.2. appointing that person as a proxy in relation to any adjournment of the General Meeting to which it relates as well as the meeting itself.
Bye Law 5 – General Meeting:
5.5. Any Basketball Wales member entitled to vote at the AGM may appoint a Proxy in their absence.
5.6. Proxy voting forms will be placed on the company website prior to any General Meeting, they will include detailed information and procedures relating to delivery and voting.
5.7. A Basketball Wales Member attending an AGM (other than the chairman of the meeting) is only entitled to carry one (1) proxy vote
On behalf of the Board
Keith Mair
Independent Chair – Basketball Wales
26 June 2017
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