Effectively Retired at when we switched to C.I.C. structure

The structure of the AGM and most aspects of its proceedings are defined by the constitution. Note that the constitution refers to Directors - these are the committee members.

Standard agenda for every AGM

As defined by clause 17:

  1. Consideration of accounts and balance sheet
  2. Consideration of Directors' and Auditors' reports
    • In practice we do not carry out audits so there is no Auditor.
  3. Elections to replace retiring Directors
  4. Appointment and remuneration of the auditor (or their equivalent)
    • See above.

Mandatory retirement of committee members

As defined by clause 58:

  • […] At every subsequent Annual General Meeting one-third of the Board of Directors, or if their number is not a multiple of three then the number nearest to one-third, shall retire from office. The Directors to retire shall be the Directors who have been longest in office since their last election. Where Directors have held office for the same amount of time the Director to retire shall be decided by lot. A retiring Director shall be eligible for re-election.
    • We have interpreted this in the strictest sense: even if some committee members wish to stand down voluntarily, one-third of the remaining committee members are required to retire as above - e.g. if there are 5 committee members and 1 wishes to stand down voluntarily, 2 of the remaining committee members (i.e. 4/3 rounded up) must also retire. If selected to retire, committee members may put themselves up for re-election or not as they choose.
    • Traditionally we have chosen the retiring committee member(s) by drawing resistors of different values from a clenched fist at the AGM.

Appointment of new committee members

Clause 57 states simply:

  • The Board of Directors shall be elected by and from the Co-operative's Members.

Voting system:

  1. The target number of Directors is set at 5.
  2. Before the AGM, existing Directors decide whether they will each stand down or continue on the committee.
  3. Once the number of vacant Director posts is known, the committee invites BOTLab members to stand for election as Directors, with the aim of identifying at least as many candidates as there are vacant posts.
  4. At the AGM:
    1. The Directors who are required to retire as described above are chosen by lot. They may choose to stand for re-election.
    2. The candidates standing for election are finalised - both recently-retired and new entrants.
      1. Candidates do not need to attend the AGM to be elected, but if not they should prepare a brief inroduction to aid other members to decide whether to vote for them.
    3. Voting proceeds by secret ballot according to the number of candidates:
      1. If the number of candidates equals (or is less than) the number of vacant posts (including retired directors), voting is a block approval vote: attendees vote yes or no to the entire group of candidates. If #yes > #no the whole group is elected. Otherwise, there is approval voting for each candidate individually in a second round of voting.
      2. If the number of candidates is greater than the number of vacant posts (including retired directors), voting is by Single Transferable Vote.

Approved at AGM on 28 March 2017

  • botlab/agm_agenda_and_procedures
  • Last modified: 19 months ago
  • by mattg