2021 ANNUAL GENERAL MEETING
RESULTS AND MINUTES
Outcome of 2021 AGM held 18th April 2021
Draft Minutes of the AGM have been approved by the Board for publishing Thursday 6th May
Summary of results
Click here for a summary of the outcome
Minutes and results of Voting for Company record
Click here for draft minutes of the AGM held 18th April 2021
Verbatim transcript of the Zoom meeting
Click here for a verbatim transcript of the Zoom meeting
Apologies received from members
Click here for a list of apologies
Please find the link below for the AGM Notice, Directors' report, club management & financial information that was sent out with the March 2021 Journal
Minutes of 2020 AGM
Minutes of the AGM has been prepared by the Finance Director Cliff Harris, and have been approved by the Board for publishing.
Our thanks to Cliff for his diligence in preparing these minutes.
2020 Financial Year Accounts
The Annual Accounts to 30th September 2020 have been prepared by the Auditors, signed off by the Finance Director, Cliff Harris, and have been approved by the Board for publishing.
A further explanation of finances is given in the AGM Notice
2020 Financial Accounts
Further progress on our finances are covered in the April Finance review
Finance review April 2021
Prior to the AGM, and in the interest of transparency, the VMCC Board wish to clarify the position of Contracts awarded to members.
VMCC Members Contracts - 2021 AGM
Appointment of Proxy - Why & When?
The Board are mindful of their obligations under Companies Act Section 324 - Rights to appoint proxies and have made all efforts to comply.
A member of a company is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the company.
A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed.
We realise that with electronic voting being permissible the role of the Proxy has been diminished. Members are now able to attend remotely and/or cast their vote directly without using a Proxy.
The Board feel that the ability of the Proxy to participate in the meeting should remain open to those members who are unable to attend the virtual meeting, in which case the member should preferably send their Proxy form and ensure their Proxy will attend before the meeting or vappo. Nevertheless, the Companies Act states that the member is entitled to appoint a Proxy to vote on their behalf which means that Proxy forms received after the AGM on Sunday 18th April but before Monday 3rd May will also be counted.
Why can we not use the Zoom Poll facility to vote?
The Board has considered this and concluded that Zoom meeting Polling or voting is not compliant with the voting requirements of the Companies Act. To be compliant we would need a system that could cope with 13000+ members and be able to match the record of the poll for duplication against the electronic and paper votes. If people have used Zoom to vote with other organisations we would suggest it was with much smaller numbers and/or perhaps not a limited company.
Who will Chair the meeting?
It was resolved that Mario will open the meeting as acting Chair and Cliff will take over for the appointment of the Auditors to the close of the meeting.
- to avoid conflict of interest in that Mario as the Chair of the meeting is also the subject of voting and may hold unallocated Proxy votes.
The Directors have advised in the AGM notice that Proxy voting was unnecessary, given the ability to vote directly. Any unnamed Poxy votes will e held by Cliff as Chair who will vote accordingly.
- To allow the membership to participate in a meeting Chaired by Mario as the acting Chair.
- To ensure that the meeting is chaired by a Director of the VMCC at all times.
Why are unallocated Proxy votes not simply set aside or split in accordance with the votes present?
The Board have considered these options.
For those allocated expressly to the Chair, the straightforward reason is that these members have the confidence of the Chair and should not be disenfranchised by these action.
For unallocated votes, this would simply downgrade their vote to the equivalent of a none or abstained vote.
Neither of these options are in the interest of the VMCC.and the VMCC should preserve the entitlement of the moderate majority member who wishes the Chair of the meeting to decide.
Why are we voting for Area Representatives en masse and not individually?
The plans for voting for Area Representatives is a combination of practical and pragmatic. The Area Representatives are already in-post and there are no other candidates. Therefore voting 'en bloc' is the least onerous and compliant with our constitution to move forward.
Where is the summary of the 2020 AGM?
A summary of the meeting was covered by the former Chair in the April Journal Click here to view April 2020 Journal
How do family members and other members without a login vote?
The site and voting vmcc.net/agm does not require members' login. A Membership number is all that is required for the scrutineers to validate the vote.
Why does the web voting form have more options than the paper voting form?
The paper voting form was prepared by a new Acting Chair at extremely short notice, over a weekend, following the former Chair standing down. As such the previous paper format traditionally used for proxy choice was re-used to expedite matters. Subsequently, it was realised more information on member choice could be gathered electronically at no cost. The AGM notice includes a foreword from the Finance Director, covering the "best efforts" nature of the AGM this year.
Consistent with the AGM notice, votes must be received electronically or by post for counting within two weeks of the AGM. This means that any votes must be submitted electronically or received by post at Allen House before Monday 3rd May to be counted. You may of course vote immediately if you prefer. Alternatively, you may prefer to wait until you have had the opportunity to attend the AGM meeting on Sunday 18th April.
Who are the scrutineers and are they independent?
The President, Mike Wills (President@vmcc.net) is leading the plans for scrutineering, from the start of voting, random check on the votes cast for signs of vote tampering, and including counting the vote on Tuesday 4th May. The Directors and anyone standing will have no involvement in observing or counting votes. There is no longer any resource at Allen House to be tasked with counting votes and it is intended this will be done by volunteer members under the direction of the President.
A statement from the scrutineers covering the end to end process is available by 2021 AGM Scrutineering.
Our thanks to the Scrutineer Team: Neil Lewis, Richard Willams, Michael “Griff” Griffiths & John Donaldson
What is the outcome of the Member Consultation on the future of the VMCC
Was it really necessary to produce a full-colour multi-page document on high-quality paper for this?
'Surely a simple printed document would have sufficed and shown to the members that the VMCC was serious about cost reduction?'
The Board apologises for not disclosing how much it has driven down the real cost of the AGM notice from the simple looking but expensive printed notice distributed in previous years.
This year's notice direct cost per member was less than half the cost of last year's notice as a result of placing the work with the Journal team rather than the old Allen House team. In addition, to avoid being 'penny wise & pound foolish', our more business experienced members will be no doubt be aware that there are other less obvious drivers of cost should one choose to consider the following questions:
• Does it cost any more to design a quality product than an inferior one?
• Can we combine processes – the Journal & the AGM notice, and use combined volumes to drive down cost?
• Is there really a cost difference for B&W over colour, and glossy over matt? Bearing in mind we believe that most of not all members would go for colour at the same cost why would we not provide it?
• Can we eliminate the hidden overhead allocation costs of Allen House from our non-core activities, especially membership operations?
• What added value tasks can the staff be doing on core activities, especially helping lapsed members with renewal, instead of being distracted by acting as a DIY design, print & fulfilment house?
• Will our approach of having high-quality low-cost notices encourage members to respond cheaply electronically, where responses can be collated at negligible cost?
With the current AGM notice, the new Board seems to have succeeded in its aims, by soliciting responses at a much lower cost than ever before.
We thank members for alerting the Board to this misconception on cost. The Board member responsible for Publishing will make a statement of apology for not confirming in advance the new cost-saving approach in the April Journal and causing any concern to members.