Please see below the motions submitted for the 2023 Annual General Meeting (AGM) of British Mensa Ltd. The AGM will be held in Birmingham on Sunday 22 October 2023.
MOTION a – SPECIAL RESOLUTION (BOARD MOTION)
That Article 2.4.3.1 be amended to read as follows:
“Directors may undertake any services for the company that the directors decide. No remuneration will be given for such services, except for test administration at the same rate as other test administrators.”
Board voting on motion: In favour: 8, abstention: 1 (Ann Rootkin, due to potential conflict of interest as a test administrator)
Statement in Support
There is currently an inconsistency between the Articles and the Board Regulations in relation to whether or not directors may be paid. The general rule, reflected in the Board Regulations, has always been that directors are not paid except for test administrator duties, in which case they are entitled to the same compensation as other test administrators. However, the Articles simply state that directors may not be remunerated. This small change to the Articles seeks to remove the inconsistency and clarify that directors may be paid when undertaking test administration.
Both the Governance Advisory Committee and members in general (via governance Zoom calls) have been consulted on this change, and feedback has been incorporated. Please vote for this motion.
Board voting on statement in support: In favour: 8, abstention: 1 (Ann Rootkin, due to potential conflict of interest as a test administrator)
GOVERNANCE ADVISORY COMMITTEE STATEMENT
This motion was considered fully by the Governance Advisory Committee, and in the opinion of the Governance Advisory Committee is competent.
MEMBER RESPONSES
Terry Boon – I support this resolution, which is a sensible amendment to address issues in the M&A.
MOTION b – SPECIAL RESOLUTION (BOARD MOTION)
That Article 3.1.2.1 be amended to read as follows:
“A member may withdraw from membership of the society at any time and will be deemed to have so withdrawn if any membership fee is not paid within seven days of the date on which it falls due, except under any extenuating circumstances allowed by the Membership Policy.”
Board voting on motion: All in favour
Statement in Support
There is currently an inconsistency between the Articles and the Membership Policy in relation to extenuating circumstances for non-payment of membership subscriptions. Article 3.1.2.1 does not currently mention any exceptions, whereas the Membership Policy provides the caveat “save in circumstances beyond the member’s control”.
The proposed wording – rather than simply adding the current Membership Policy wording to Article 3.1.2.1 – allows the board to add further extenuating circumstances to the Membership Policy that may be necessary in future, without requiring further changes to the Articles.
Both the Governance Advisory Committee and members in general (via governance Zoom calls) have been consulted on this change, and feedback has been incorporated. Please vote for this motion.
Board voting on statement in support: All in favour
GOVERNANCE ADVISORY COMMITTEE STATEMENT
This motion was considered fully by the Governance Advisory Committee, and in the opinion of the Governance Advisory Committee is competent.
MEMBER RESPONSES
Terry Boon – I support this resolution, which is a sensible amendment to address issues in the M&A.
MOTION c – SPECIAL RESOLUTION (BOARD MOTION)
That Article 2.3.2 be amended to read as follows:
“2.3.2 Decisions made outside directors’ meetings
2.3.2.1 A decision of the directors is taken in accordance with this article when it is made outside a directors’ meeting by a majority of eligible directors participating in a poll as set out in this article.
2.3.2.2 Any director may propose an item for decision under this article. The item for decision will be clearly defined in writing and this definition will be notified to all directors entitled to receive notice of directors’ meetings. Eligible directors will be given a minimum of 48 hours to participate in a poll. The participation quorum will be no less than three, or two thirds of current directors, whichever is greater, and a majority decision of those participating will suffice. The outcome will be recorded in the minutes of the next meeting.
2.3.2.3 If any director objects to the decision being put directly to a poll, or if the Chair considers the decision to be of sufficient importance, a meeting will be called in accordance with Article 2.3.3 and the poll will not constitute a decision on the item.
2.3.2.4 References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting.
2.3.2.5 A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting”
Board voting on motion: All in favour
Statement in Support
At present Article 2.3.2 states that any board votes outside of formal meetings must be unanimous in order to be carried. There are various valid reasons for holding votes outside formal meetings, eg where a decision is required urgently, where a decision has been deferred from a meeting because further information is to be provided, amendments have been suggested to a paper presented at a meeting, etc. The requirement for a unanimous decision risks obstructing board progress, and we would therefore like the majority requirement to be the same as at board meetings, which is generally a simple majority except where Board Regulations specify a greater majority.
The proposed change above provides the additional safeguard that any board member objecting to a poll has the right to ask for a meeting to be called.
Both the Governance Advisory Committee and members in general (via governance Zoom calls) have been consulted on this change, and feedback has been incorporated. Please vote for this motion.
Board voting on statement in support: All in favour
GOVERNANCE ADVISORY COMMITTEE STATEMENT
This motion was considered fully by the Governance Advisory Committee, and in the opinion of the Governance Advisory Committee is competent.
MEMBER RESPONSES
Terry Boon – I support this resolution. The safeguard allowing any individual director to refer a proposal to a Board meeting for decision appears to provide a reasonable check on decisions being made outside Board meetings.
MOTION d – SPECIAL RESOLUTION
Amend the Articles of Association by adding the Article below as 3.2.1.3 and renumbering any other Articles as required.
“The Board will make, and publicise, regulations to permit members to present Resolutions to the Annual General Meeting. The process for members to do this (as defined by regulations, any supporting guidelines or timescales, and any other provisions), shall not
a) require the total number of members to propose or support a resolution in order for it to be presented at the AGM to be greater than 11;
b) set a last date for submission of resolutions which is earlier than 30 clear days after all members have been given notice of this last date for submission;
c) set a last date for submission of resolutions which is more than 180 clear days before the Annual General Meeting; or
d) impose a limit on the maximum number of resolutions which a member may propose or support which is less than three.”
Statement in Support
The purpose of this Resolution is to protect members’ power to present resolutions to the AGM. It re-establishes a minimum baseline for this power in the governing, membership-controlled, Memorandum and Articles of Association (M&A), after it was removed from the M&A as part of the broader 2022 governance changes and moved under the control of the Board.
The power of members to propose resolutions to an AGM is an important mechanism to allow the membership to hold the Board to account, publicise concerns, and to make changes to the running of the society when necessary.
However, as part of the 2022 governance changes, control of this power was taken away from the membership – whose approval used to be needed for any changes to it, as it was established in the M&A – and given to the Board itself (and those under the Board’s direction). The purpose of this resolution is to prevent a future Board from limiting this power without the membership’s approval, while still achieving the objective of the 2022 governance changes by allowing the Board and society more flexibility in the running of AGMs.
It establishes a minimum baseline – based on the pre-2022 M&A as well as recent and current practice – so that any reduction of the members’ powers below that baseline would require the membership’s approval.
This may seem a theoretical risk – and indeed for this 2023 AGM it has not been an issue. But at a previous AGM, the British Mensa Committee (the Board of the time) supported a motion – ultimately not passed – raising the threshold from 10 to 50. Now, following the 2022 changes, a similarly-minded future Board could do that – and much more – without any membership vote at all. Please vote for this resolution to protect our rights as members now and in the future.
Proposer: Terry Boon
Supporters: Noel Burger, Marine Bessoles, Pendar Sillwood, Martyn Davies, Peter Boswell, Linda Cairns, John Butler, Doreen Stobo, Alex Chia, Ian Fergus
GOVERNANCE ADVISORY COMMITTEE STATEMENT
This motion was considered fully by the Governance Advisory Committee, and in the opinion of the Governance Advisory Committee is competent.
BOARD RESPONSE
When the Board Regulations were drafted last year, we listened to members’ feedback and included both the requirement to consult with members prior to making any changes to the Board Regulations and, more importantly, a “cooling off” period of 28 days before any changes to the Board Regulations could be enacted. This means that the board listens to members’ concerns about Board Regulations changes, and gives members the opportunity to call an EGM to protest against any changes that they find totally unacceptable.
We understand members’ concerns about future boards’ hypothetical ability to make changes to Board Regulations that reduce members’ voices but it is important to clarify that the board are not completely at liberty to change Board Regulations unilaterally and leave members powerless to react.
We therefore believe that part (a) is unnecessary as Board Regulation 15 would need to be changed to raise this number.
The board recognises that parts (b), (c), and (d) are not currently defined anywhere and believes they would be a helpful addition to the Board Regulations. We have therefore started the process of adding these items to the Board Regulations.
Please vote against this motion.
Board voting on Board Response: All in favour.
PROPOSER’S RESPONSE TO THE BOARD RESPONSE
The Board response refers to safeguards around changes to Board Regulations. Although these do provide members with the chance to “protest” and “react” as the Board describes, they do little to allow members to actually *prevent* an unwanted change (such as raising the barriers to members proposing AGM motions) if a Board wishes to proceed with it. The consultation is non-binding. And for members to call an EGM in the “cooling off” period requires them to deposit the costs (recently quoted as c. £7000) which they have no guarantee of getting back. Even after that, the only binding EGM mechanism identified to stop an unwanted change is a special resolution changing the M&A, which needs a 75% majority, so the Board could proceed with an unwanted change it wanted even with only 26% of the votes. These are not effective democratic safeguards.
The Board response also refers to concerns relating to a future Board’s “hypothetical” power. Members should recall that the British Mensa Board (BMC) supporting a AGM resolution to increase the number of supporters required for an AGM motion from 10 to 50 was not at all hypothetical.
It is welcome that this Board agrees that the protections not already in the Board Regulations are helpful and is starting to implement them there. But what one Board puts in place, a future Board can as easily set aside. That is why these protections should not be amendable by the Board. The place the protections are under members’ control is if they are in the M&A, and this motion would put them there.
MEMBER RESPONSES
Noel Burger – Mensa is an association of members and each member is equal. Whilst the directors are empowered (by the members) to make decisions on our behalf, the membership has always retained the ability to hold the Board to account where required. Passing this motion will ensure that this remains the case unless the membership itself decides otherwise.
Since the previous revision of the Articles in 2001 there have only been 14 motions proposed by members, and only 5 since 2006. The Board has proposed 100 themselves in that time. It is evident that the right of members to propose motions has been used very sparingly and no Board (current or future) should fear the members having the right to do so. The current Board have stated that THEY have no intention of weakening this membership power and unless they can suggest good reasons why a future Board might need to do so, they should also be supporting this motion to protect Mensa from the possibility of a future Board that may not agree with them on the importance of member rights.
Whilst there are many rules governing our Society which the Board should be free to amend as they wish, this principle does not apply to those rules ensuring that the membership can hold the Board itself to account. Such rules should be under the protection of the Articles where they can only be amended with the members’ consent. Please support this motion.
John Butler – I fully support Motion d as being essential in protecting members’ rights. If members are unable to hold the Board to account then the democracy within the organisation is significantly weakened. If any Board members felt unable to support this motion then alarm bells should be ringing. I urge everyone to vote in favour of Motion d.
MOTION e – SPECIAL RESOLUTION
Amend the Articles of Association by
a) Adding a section heading “3.2.2 Extraordinary General Meetings”, and
b) Adding the Article below as 3.2.2.1 and renumbering any other Articles as required.
“The Board will define, and make available, regulations to permit members to submit a request for an Extraordinary General Meeting (EGM) with which the Board must comply. The process for members to do this (as defined by regulations, any supporting guidelines or timescales, and any other provisions) must not:
a) Set a threshold for the minimum number of members required to request an EGM which is greater than 40;
b) Set a requirement for funds to be deposited by the requesters which is greater than a sum sufficient, in the Company Secretary’s reasonable opinion, to cover costs associated with the meeting; or
c) Allow the meeting to be scheduled for a date more than 12 weeks from the date of the request (except with the agreement of the requesters).”
Statement in Support
The purpose of this Resolution is to protect members’ power to trigger an EGM if a sufficient number of members request it. It re-establishes a minimum baseline for this power in the governing, membership-controlled, Memorandum and Articles of Association (M&A), after it was removed from the M&A as part of the broader 2022 governance changes and moved under the control of the Board.
The right of members to request the Board to call an EGM in extreme circumstances, even against the Board’s wishes, is an important backstop mechanism to allow the membership to hold the Board to account, raise concerns, and to make changes to the running of the society when necessary.
However, as part of the 2022 governance changes, the right for members to request an EGM was moved from the M&A (where only a membership vote could change it) to Board Regulations (amendable by the Board with only, for now, a non-binding consultation with members).
The current Board Regulations set a threshold of 40 members, which had also been the longstanding threshold defined in the M&A. The mechanism has not been used for many years, so this threshold and process has not shown itself susceptible to frivolous EGM requests.
But a future Board seeking to avoid accountability to the membership could now, without the approval of the members, limit this right (by increasing the number of members required) or even remove it altogether (leaving only the fallback provision in the Companies Act, which sets a far higher threshold).
The purpose of this resolution is to establish a minimum baseline, in line with the current Board Regulations, for the conditions for members to request an EGM. It allows the Board and the society flexibility on the process – which was one of the objectives of the 2022 governance changes – as long as this minimum baseline is satisfied. Please vote for this resolution to protect these members’ rights for when they might be needed in the future.
Proposer: Terry Boon
Supporters: Noel Burger, Martyn Davies, Mark Plant, Linda Cairns, Peter Boswell, James Couch, John Durrans, Irene Artho, David Kennaway, Ian Fergus
GOVERNANCE ADVISORY COMMITTEE STATEMENT
This motion was considered fully by the Governance Advisory Committee, and in the opinion of the Governance Advisory Committee is competent.
BOARD RESPONSE
When the Board Regulations were drafted last year, we listened to members’ feedback and included both the requirement to consult with members prior to making any changes to the Board Regulations and, more importantly, a “cooling off” period of 28 days before any changes to the Board Regulations could be enacted. This means that the board listens to members’ concerns about Board Regulations changes, and gives members the opportunity to call an EGM to protest against any changes that they find totally unacceptable.
We understand members’ concerns about future boards’ hypothetical ability to make changes to Board Regulations that reduce members’ voices but it is important to clarify that the board are not completely at liberty to change Board Regulations unilaterally and leave members powerless to react.
We therefore believe that this motion is unnecessary as Board Regulation 9 would need to be changed to raise this number, and an EGM could be called by members under the current arrangements before any changes took effect.
It is already much easier for Mensa members to request an EGM (requiring the support of 40 members) than the Companies Act requirement, which is 5% of the membership (several hundred members, in Mensa’s case).
Please vote against this motion.
Board voting on Board Response: All in favour.
PROPOSER’S RESPONSE TO THE BOARD RESPONSE
It is indeed correct that a change in the conditions for members to request an EGM would require a change to Board Regulation 9.
However, the Board response for this motion refers to the same safeguards around changes to Board Regulations as the response to the earlier motion relating to members’ rights to propose AGM motions. My comments on the limitations and weaknesses of those safeguards in relation to that earlier motion are equally applicable to this motion so I will not repeat them here – again, these are not effective democratic safeguards.
That is why these protections of members’ rights should not be amendable by the Board. The place the protections are under members’ control is if they are in the M&A, and this motion would put them there.
MEMBER RESPONSES
Terry Boon – Motions (d) and (e)
As proposer of the resolutions, I support them. I will not repeat the statement of support here, but will address some points arising in subsequent discussions.
1) Shouldn’t these protections of members’ rights be in the Board Regulations instead of the M&A? No. There may indeed have been details in the pre-2022 M&A which did not need to be there. But rules to protect members’ democratic rights – our right to hold the Board to account and to change the way the society is run if needed – are different. They should not be under the control of the Board – and the place they are under members’ control is if they are in the M&A.
2) There are safeguards around changes to Board Regulations – aren’t they enough? No – the safeguards in place are weak if the Board wishes to go against the wishes of the members. One safeguard is the requirement for the Board to consult members beforehand, but this consultation is non-binding. The other safeguard is the ability for members to request an EGM during the 28 days before a change comes into effect. But that requires members to deposit the costs (c. £7000) which they have no guarantee of getting back. Even after that, the only binding EGM mechanism identified to stop an unwanted change is a special resolution changing the M&A, which needs a 75% majority, so the Board could proceed with its unwanted change even with only 26% of the votes. These are not effective democratic safeguards.
3) If a future Board starts to misuse this power, can’t we simply remove directors at future elections? Directors serve a 3-year term, so may not be removable for years. A general meeting can remove a director early, but that relies on members being able to propose a motion to the general meeting (and to be able to request an EGM as a last resort if the matter cannot wait until the next AGM). These are members’ rights which a Board can now limit – and which this motion is seeking to protect.
4) Shouldn’t the 2022 changes be allowed to “bed in”? If these resolutions were changing processes just established in 2022, this point could be more relevant. But they do not do that – they do not change the way AGMs are run, or the way EGMs could be requested, from current or recent practice. They simply prevent future changes which would reduce members’ rights. (The Board itself is proposing three changes to the M&A which it asked members to approve in 2022 – they too appear to support addressing issues with the M&A rather than allowing them to remain for the sake of bedding in.)
Noel Burger – My comments on Motion d apply equally to this motion. Please vote in favour.
The Board has argued that we should align as closely as possible with standard (model) Articles and whilst this might be desirable in theory, it is not as important as having Articles that actually work for Mensa and its members. The model articles are designed to empower majority shareholders and directors who would rather not have annoying minority shareholders interfering in the running of their business. Mensa however is a Society of equals. We each have just one vote and whilst facilitating the efficient running of the Society, the Articles should also protect our rights as members. The fact is our Articles already deviate significantly from the ‘standard’ and moving the right of members to call an EGM back into the Articles will protect our rights without impeding the ability of the Board to run the organisation.
John Butler – Motion e is key to maintaining members’ rights in respect of EGMs. As for Motion d, I would be seriously worried if the Board’s comments were anything other than supportive. I urge everyone to vote in favour of Motion e.
John Durrans – I am in favour of all five motions proposed for the forthcoming AGM 2023.
In particular I would like to make the following comments relating to the two motions d and e:
It is important that the protections of members’ democratic rights are controlled by the membership, and that they cannot be unilaterally removed by the board. Passing these two motions would return that control which was removed as part of the 2022 governance changes.
I am concerned by an argument that (paraphrasing) “the process to change these rights would involve a consultation with members”, as each time I have seen it made, there has been a failure to acknowledge that the board is not, in fact, bound by the result of that consultation, and so it does not provide any additional protection.
Please vote for these motions.
Summary of member comments from 17 July 2023 Zoom call
These motions are well-worded to specify minimum requirements. It should not require the expense of an EGM to block the board from making unwanted changes.
The board is being selective; they have customised some Articles from the “vanilla” version, so why not others?
It’s a shame after all of last year’s changes that we are not allowing new processes to bed in for a couple of years before making further changes.
I am unpersuaded of the need to change things. The board is elected to get on with things and we don’t need any more controls.
I have faith in the current board but these changes offer protection against future boards acting with less consultation with members.
