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Guidance for Charity Trustees in decision making. 

Muirfield Golf Club has been in the news recently after maintaining its ban on women members in a vote.

To admit women golfers as members, Muirfield – a privately owned links in East Lothian run by The Honourable Company of Edinburgh Golfers – needed two thirds (432) of its 648 eligible voters to back the move.

Of the 616 members who voted, 397 – or 64% – voted for the resolution, while 219 (36%) voted against it.

In many voluntary organisations such formal voting is relatively uncommon.  The intention is to reach a consensual decision with which everyone agrees, or agrees to accept even if they do not fully agree with it.

There are occasions, however, when a formal vote is required.

How can we vote?

The most obvious method of voting is a show of hands, but as an alternative the members can use their voice, engage in a poll or a ballot, or by division when the members physically move into an area to show how they are voting.  This method is used in the Houses of Commons when the members of the assembly take a rising vote (stand up) or go to different parts of the chamber, literally dividing into groups indicating a vote in favour of or in opposition to a motion.

Can the chair vote?

Unless the governing document specifies otherwise, the person chairing the meeting has a right to vote.  He or she may be entitled to a second or casting vote in the case of a tie.  Note, however, that the Companies Act 2006 prevents a company resolution from being passed with a second or casting vote in any company registered on or after 1 October 2007.

What is a Proxy?

A proxy is a person appointed to represent a member who cannot attend a meeting.

Every company member has the right to appoint a proxy but, as an example, if a member of a charitable incorporated organisation wishes to appoint a proxy then there must be specific provision for him or her to do so within the constitution.

Can I vote by post?

Provided that the governing document specially allows members to do so, then a postal voting procedure can be used alongside or instead of voting in person and proxy voting.

More recently, charities have begun to make use of electronic means of voting.  Strong governance procedures will help charities manage their meetings and ensure that they are always carried out correctly.

How is the winner declared?

There should be careful consideration of the governing document.  A simple majority means more than half the votes but this is not necessarily the same as having the highest number of votes (or first past the post).

A resolution requiring ‘at least 75% of the votes cast’ or ‘a three quarters majority’ would need nine votes out of twelve; a resolution requiring ‘more than three quarters of the votes cast’ or ‘more than 75%’ would need ten.

How is the number of votes calculated?

This is where matters might not be so straightforward.  Does the governing document provide that the total is based on the number of members present and voting?  Or the number of members present and entitled to vote?  Or the total number of members eligible to vote?  Or the number of votes cast?  And what should one do with abstentions?

What is a Quorum?

 A quorum is the minimum number of members necessary to conduct the business of that group.

In an unincorporated association, this all the members of the governing body and in a company it is the majority of the directors.  The minimum number of directors required for a quorum can otherwise be stipulated in the governing document.

How will the EU Referendum work?

Although not charity related, it can be seen how many of the principles applied to parliamentary elections and referendums are applied to voluntary organisations.

All the votes in the EU Referendum will be counted and then added up, with a straight majority needed to provide the result.  There is no minimum turnout needed.  So if, for the sake of argument, only three people voted on the day, if two of them voted to leave, that would be the result.

Nick Dent has been a Presiding Officer for Middlesbrough Council as occasion requires at Mayoral, Parliamentary, and European Elections since May 2007, having previously been a Poll Clerk since May 2003.

The role of Presiding Officer is accountable to Legal and Democratic Services within a local authority.  Presiding Officers are responsible for the conduct of the ballot in the polling station and must have a sound knowledge of the voting procedures.

For further advice and assistance on charity matters contact Nick Dent.

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