Regulations for the making of special resolutions to be rushed through
Draft Regulations concerned with the making of special resolutions were agreed by the Council of the Royal Pharmaceutical Society at the March
Council meeting without having to go through the normal process for making Regulations. The Council agreed to condense the process because current discussions with the Government may require it to seek confirmation of a decision or decisions by special resolution in the near future.
The draft Regulations will now be submitted to Privy Council advisers
for comment as a matter of urgency before being gazetted.
The Council was reminded of a requirement in Article 12 of the 2004 Royal
Charter that Council decisions on certain defined subjects must be confirmed
by special resolution, “in accordance with regulations, either
at a duly convened general meeting of members of the Society by not less
that a two-thirds majority of the votes of the members present in person
(or by proxy), or by ballot of the membership”.
The types of decision that would require confirmation by special resolution
are: any new category of membership of the Society; any application by
the Society for a change in the Council’s composition; any alteration
to the Charter; any change in the Society’s name; and the surrender
of the Charter and dissolution of the Society, including the destination
of any residual assets.
The Council was advised that no special resolution could be processed
until appropriate Regulations were in force. Because the Council might
wish to seek confirmation of a decision or decisions by special resolution
in the not-too-distant future, the Officers had recommended that the
draft Regulations should be considered by the Council without first going
through the Governance Committee.
Having agreed the shortened procedure, the Council went on to consider
the draft regulations (see Panel).
The proposed Regulations
SECTION X: SPECIAL RESOLUTIONS
1. Where the Council passes or proposes to pass
a resolution of the Council on a matter specified by the Charter
as requiring
to be subject
to a Special Resolution, the Council shall determine in relation
to such resolution of the Council that it shall be confirmed:
(1) by a two-thirds majority vote on a show of hands
(or in a poll, conducted by secret ballot) of the members present
at a
general meeting
of the Society; or
(2) by a two-thirds majority vote of the members present at
a general meeting, including the votes cast by the chairman
of
the meeting
on behalf of absent members for whom he holds proxies indicating
how the proxy-giver wishes to vote on the resolution; or
(3) by a two-thirds majority vote of the members voting electronically
or in a postal ballot or by a combination of both methods as
determined by Council. |
It was explained that it was sensible
to take the power to allow an electronic vote, even though it would probably
not be used for obtaining the view
of the membership until the Society was sure about the process.
It was also explained that the draft reflected the Charter in giving
the Council a choice of methods by which membership confirmation could
be obtained. External legal advisers had suggested that, in making that
choice, the Council would need to have regard to the scale and importance
of the proposal and whether the need for open debate had been adequately
met.
Graham Phillips said that he was concerned about that suggestion, which
seemed somewhat paternalistic. He wanted reassurance as to the implications.
The Society’s head of corporate governance, Christine Gray, said
that, by their nature, all decisions requiring confirmation by special
resolution had to be considered fundamentally important. What was being
suggested was that the Council would need to have proper regard to certain
matters when considering the method by which the members’ consent
should be sought. In no way was it suggested that some decisions requiring
confirmation by special resolutions would be considered unimportant and
that the Council might somehow bypass due process.
Answering a question about the choice of a two-thirds majority vote rather
than a simple majority, Mrs Gray said that it was common to require more
than a simple majority when decisions of a fundamental nature were made.
In fact, the Society had been advised that the Privy Council would be
unlikely to be willing to approve a simple majority for such decisions.
The Council then agreed that the draft Regulations should be submitted
to the Privy Council advisers for comment. |
The
Pharmaceutical Journal