Pwned again – LSESU wrong on own rules (updated)

I wouldn’t normally pull a comment out into an individual post but on this occasion the issue, though simple, is important enough to warrant giving it a high degree of prominence.

In reponse to my observations on the LSE Student Union’s failure to operate within the terms of its Articles of Association by seeking to call an Emergency General Meeting on just two days notice, the General Secretary of LSESU has posted this comment.

The general meeting rule applies to Annual General Meetings- not EGMS or UGMS 🙂

Wrong.

Article 17 of LSESU’s Articles of Association reads as follows:

17. Length of notice

All general meetings shall be called by either:

17.1 at least 14 clear days’ notice; or

17.2 shorter notice if it is so agreed by a majority in number of the Members having a right to attend and vote at that meeting. Any such majority shall together represent at least 95% of the total voting rights at that meeting of all the Members.

The notice rule, as written, applies to ALL GENERAL MEETINGS, not just the Annual General Meeting.

From what I can seem LSESU runs weekly UGM’s on what I presume to be some sort of general standing notice:

The UGM is a weekly meeting where any student can propose, speak for or against policy that shapes the Union’s campaigns and ultimately the School. For more infomation email – su.democracy@lse.ac.uk.

These are still, however, subject to the provisions of article 17, so they can be scheduled in advance provided that 14 days notice is given for the earliest meeting on the schedule, but they are also subject to the provisions of article 18, on the contents of notices.

18. Contents of notice

18.1 Every notice calling a general meeting shall specify the place, day and time of the meeting, and the general nature of the business to be transacted. If a special resolution is to be proposed, the notice shall include the proposed resolution and specify that it is proposed as a special resolution. In every notice calling a meeting of the Union there must appear with reasonable prominence a statement informing the Member of his or her rights to appoint another person as his or her proxy at a general meeting.

So, 14 days notice must be given not only of the date time and venue, but also of the general nature of the business to be transacted and of any ‘special resolutions’ – and these are just resolutions that required a greater degree of majority support than a simple majority.

Constitutionally, the position is clear.

The Student Union is perfectly entitled to introduce and discuss these motions in principle under either ‘Any Other Business’ on the meeting’s standing agenda or by way of an agreed amendment to the standing agenda proposed from the Chair at the start of the meeting, subject to the approval of vote of members present, i.e. either unanimously or on a majority vote under current rules if any objections are raised when motion to amend the agenda is called.

But any attempt to vote on or formally adopt any of these resolutions, at this meeting, is ultra vires as the Student Union has not issued notices in line with the provisions of articles 17 and 18 of its own Articles of Association.

This is – to be fair – not that uncommon an occurance where an organisation has only recently been incorporated after previous operating as an unincorporated association, in LSESU’s case this occurred in July 2011, and it most often arises because people just don’t pay enough attention when their Mem and Arts is being drawn up and assume – wrongly – that everything will be business as usual after incorporation, when it very often doesn’t work out that way.

Resa Ipsa Loquitur… and RTFM.

Oh, I almost forgot… bit of technical point about the voting rules stuff.

You can’t alter the quorum for UGM’s without making an amendment to the Articles of Association, and as you don’t have general rules and byelaws clause, its not entirely clear that any special voting rules you have in your byelaws, e.g. special majorities for specific types of vote, would stand up to scrutiny if the issue were pushed properly.

UPDATE

And we have another hilariously incorrect missive from LSESU in comments…

The term ‘all General Meetings’ is a specific reference to the AGM, the only meeting the Students’ Union is legally required to have.

Provision for UGMs and EGMs are referenced in the Bye Laws also available on the LSESU website.

No, still wrong.

The term ‘all General Meetings’ refers to all general meeting. If a meeting is not governed by the Articles of Association then IT IS NOT a general meeting and it does not, therefore, have any powers to set, determine or alter any matters of policy or any rulemaking powers.

If the Byelaws say otherwise – tough. The governing instruments of the organisation are its Memorandum and Articles of Association and any rule or byelaws that it has that are at odds with the Mem and Arts are automatically null and void.

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  • It’s also notable that the meeting on Thursday is described as an EGM not a UGM:

    http://www.lsesu.com/news/article/6001/EGM-on-Thursday-to-discuss-Emergancy-Motions/

    Although later down the page it describes it as a UGM. And emergency is spelled wrong.

    But anyway, assuming that it is an EGM, 14 days notice hasn’t been given because the “standing” notice for weekly UGMs doesn’t apply, surely?

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  • Anonymous

    As far as I can tell, the Mem & Art defines the general meetings, while leaving it to the byelaws to differentiate them.

    There is also a difference between a members’ meeting (required by the relevant Companies Acts) and general meetings (M&A 14.1, 14.3)

  • More fun:

    In the previous post I mentioned that it is unclear whether the meeting on Thursday will be a UGM or an EGM. It still is (as of 19:12 pm) because the page http://www.lsesu.com/news/article/6001/EGM-on-Thursday-to-discuss-Emergancy-Motions/ still describes it as both.

    Now if it’s a UGM, it is subject to byelaw 2.29 “A motion submitted for debate and vote at a UGM must sit on an order paper for at least one calendar week before being discussed.”

    Has that happened? I doubt it because this didn’t kick off until 5 days ago.

    If it is an EGM, byelaw 2.34 says that “An EGM shall be convened at the request of two hundred and fifty full  members of the Union in a Motion Petition in line with Bye-Law 9 Policy of the Union”; did that happen? If so, where is the petition?

  • Edit: Hang on. according to The Beaver http://thebeaveronline.co.uk/2012/01/24/complaints-filed-over-muhammad-cartoons/ The issue was discussed on 19th January i.e. last Thursday.

    So if Thursday’s meeting is a UGM, it would be legal so long as all the motions were written on that Thursday and placed on an order paper.

    But the Beaver calls it an EGM. In which case it can only be legal if 250 members petitioned for it.

  • cim

    Hah. Reminds me very much of my own SU days. The problem with SUs and rules is that the skills and attributes needed to be a good (or perhaps more accurately electable) sabbatical officer in general do not overlap much with the skills needed to interpret or draft semi-legalese documents.

    Add to this that in a trustee-based organisation ultimate internal interpretation of rules has to be done by the trustees (or else you’ve got someone in the organisation with more power than the trustees, which is legally impossible) and it’s not a surprise that it all goes wrong and basically relies on no-one actually wanting to sue their own SU.

    (Especially when the incorporation was generally rushed, and probably using a Mem+Arts drawn up by lawyers not familiar with the finer details of SU operations)

    *makes popcorn*