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How to Proxy - Or what to do if you cannot be present at a General Meeting
A. General Idea
If you are a member of CAcert Inc. and are paid up with your membership fees (see below), you are entitled to vote at any General Meeting of CAcert Inc.
This remains true even if you do not have time at that date. CAcert Inc. knows 2 ways to place your vote when you are absent.
- installing a Proxy = naming a member who will be there to vote for you
- early votes = voting prior to the meeting
Both are defined in section 33 of CAcert Inc rules, how to appoint a proxy is defined in section 34, if you need a reference. https://svn.cacert.org/CAcert/CAcert_Inc/By-Laws/CAcert-Rules%20of%20Association.pdf See also more rules at AGM/Resolutions.
B. Details on Requirements and suggested form
1. Proxy Vote
- by notice given to the secretary
- no later than 24 hours before the time of the meeting
- should be in the form set out in Appendix 2 to the rules
Further points to be met:
- both member and proxy have to be paid up
- proxy also has to be a member of CAcert Inc.
- no member may hold more than 5 proxies for a specific general meeting
Note: no requirement for signed email, in this case.
The mentioned form in Appendix 2 is clearly meant to be done in person and not much use if it is done in an email. So it is more or less only used and interpreted as a guideline about what information should be present, by custom.
There is a lot of precedence for adoption based on the specific wishes / needs of the proxy giver or the meeting.
For example there is precedence for:
- hierachy of proxy holders instead of only one proxy holder, so that the first proxy holder who is available on that list is used
- a proxy only for the case or parts where one is not present
- a proxy only for parts of the meeting
- two members giving each other a proxy
- proxies that fix the kind of votes the proxy holder may give completely or partly
A proxy is likely to be accepted if you do the following
Dear secretary, I, [your full name] of [some address], being a member of CAcert Inc. hereby appoint [full name of proxy/proxies] being ["a member" or "members"] of that incorporated association, as my proxy to vote for me on my behalf at the general meeting of the association to be held on the [date of general meeting] and at any adjournment of that meeting.
* Replace the parts in "[" "]" * You probably can leave out the "and at any adjournment of that meeting", if you like. * if you wish, you can add details like "My proxy is authorised to vote" "in favour of" or "against" "the resolution" [description of resolution] or any other detail that you want to specify.
Finish with:
your name as signature and - if you are an assurer - add "CARS". Add the current date.
Send the email to <secretary AT cacert PREVENTSPAM DOT org> prior to 24h before the start of the AGM/SGM for which it should count.
It is sensible to at least place the proxy holder in copy of the mail, to enable the proxy holder to speak up if there is an issue at his side. For example because he cannot ensure to be there or already has 5 proxies or has not paid his fees.
2. Early Vote
- with digitally signed email to the secretary, or using other usual and proper methods as the committee may direct
- must be accepted between 14 days prior to and up to 1 hour before the meeting
- be accepted with signed email
This is what the statutes say.
What this meens is:
- you have to place an early vote by digitally signed email - or probably CARS as this is accepted as something comparable based on the Assurance Policy - with the secretary until 1 hour before the meeting.
- The board HAS to accept it and to confirm the acceptance by signed email to you.
If the board fails to accept your vote, your vote should be valid as well, the part of the board is to confirm that it has arrived, they may not reject it or anything else. If they do not confirm, it is a failure of board but not of you.
There were only few early votes in the history of CAcert, if there were any at all, so not much precedents.
Suggested way to do it:
- start an email stating your name and that you are a member of CAcert Inc
- write that the mail should be your early vote for the following resolutions of decisions
- name the AGM/SGM for which it should count, by stating the date of that AGM/SGM
- maybe add that those votes should only count, if you are not present at the meeting yourself or something comparable
- copy any resulution for which you want to place an early vote from the invitation to your early-vote mail
- state to each of them if you vote "Aye" (Yes), "Naye" (No), or "abstain"
- if you have an idea how to vote on parts of the agenda which are not a resolution try to explain your vote. (So for example if there are candidates to vote on, write down the votes that you want to give.)
add your name as signature and - if you are an assurer - add "CARS".
- ensure that the email is digitally signed (does not have to be a CAcert Certificate)
send the email to <secretary AT cacert PREVENTSPAM DOT org> prior to 1h before the start of the AGM/SGM for which it should count
You may also send the mail to another member to verify that it is send or add whatever else you like. There is no specific form required beside of the signature.
C. Tips for the proxy giver
Giving a proxy is trusting someone to execute your wishes, which is a delicate topic.
1. How to select the right person as proxy holder?
There are two aspects to be covered.
First the technical one: Only a person who is present can be a proxy for you. And that person can only hold up to 5 proxies. Experience shows that people tend to give the same persons their proxies. So that proxies often accumulate on a few members.
For both reasons it would be sensible to ask the possible proxy holder if he/she would be available prior to naming them.
The other point is that it should be a person whom you trust that they either follow your instructions or even find a way to sense what you would like to have voted.
Please be aware that the second option is hard to do for "the right kind of person" whom you probably want to be your proxy. Because that person has to consider what YOU would think and like additionally to what that person would want themselves.
Especially if the questions on the table become more complicated or if there are a lot of candidates for a position this can be quite hard.
2. How to help your proxy to vote in your interest
So it would be helping that person much, if you provide them at least with some guidline. It is understandable that you probably do not know the answer for each decision prior to hearing the discussion. But if you know the answer for at least some of the questions you can name those answers as a guidline.
The more specifc your instructions are, the easier they are to execute by the proxy and the more likely it is that the vote is used as you intend it to be.
D. Tips for the proxy holder
Congratulations, someone is trusting you to vote for them. So what to do?
1. prior to the vote
After the first joy that someone trusts in you is over, you probably realise that you now have the burden to do something.
If your proxy giver was not so nice to directly give you a complete set of instructions for every vote, you now will have to do some decisions. If you are the person to just use it as an additional vote to your onw believes the decision is easy and you can just jump to the next section about how to do the vote.
But if you are not that kind of person, it would be good to get an idea about what the proxy giver may think about the questions that are asked on the SGM.
It helps to get some idea about the point of view of the proxy giver prior to the general meeting. Ask him to help you there,
The best way to do it is to ask the proxy giver some questions in that direction or even for specific instructions. You could also ask the proxy giver, if he could be available by phone or something else to be asked within the meeting or something like this.
A technical possibility: If you think that you may need some time for each vote to consider how your proxy would chose additionally to your own decision, you could ask at the beginning of the AGM/SGM to have a long voting time. This may especially be sensible if you are holding a multitude of proxies and not only one.
During the discussions, when there is a little pause you should use the time to think about how your proxy giver would have thougth about what was discussed so far. This makes it easier to do the voting later.
As a last help you just can do the following:
- if you do not think that the proxy giver has a specific interest in a specific question you can use "abstain" for him while voting for yourself.
- also remember that it was YOU whom the proxy giver has chosen. So he probably has some idea about you would vote.
2. doing the voting
The actual voting on an AGM/SGM is done via "vote bot" in another channel, which is named at the beginning of the AGM/SGM (often #vote). The vote bot works like this:
First it announces that a vote is started and a how long votes are possible for it. This annoucnement is done in the AGM/SGM discussion channel as well as in the vote-channel.
Afterwards it accpets direct votes like this:
"aye", "yes", "ja", "oui", ... -> AYE
"naye", "no", "nein", "non", ... -> NAYE
"abstain", "abs", [not sure about translations] -> ABSTAIN
If you like you can experiment which other languages work in a test vote which is generally done at the beginning of a general meeting to ensure that everybody is able to vote.
But as a proxy holder you are probably more interested to get both, your own as well as the proxy votes done.
A proxy vote is accepted by the vote bot like this (or other versions like above), where [name of proxy] is the actual name of the person.
"proxy" [name of proxy] aye -> [name of proxy] AYE
Note: the bot does not check if the spelling is correct. It will also not check if you are entitled to vote for that person. - But other members will be able to see the votes as well.
If the bot does not understand your vote it will tell you so.
Furtner notes:
- After you place your vote, the vote-bot will confirm your vote, stating for whom the vote was placed. And as what it is counted
- Take care to verify that you read that line for each of your and your proxies votes.
- In doubt you can re-do the vote for the same name or even change it, only the last vote for a name within the allowed time-limit is counted for that name, at the end (regardless if done by proxy or directly).
It is useful to prepare a text file with any possible vote option for yourself and your proxy/proxies, so that you can vote just by copy and pasting. You can test those vote in the test-vote at the beginning. If there is none, ask for it prior to the first real vote.
Last comment: Be careful if you hold a proxy for the case that someone is not present. If that person suddenly appears in the channel or drops out of the channel you may have to "kick in" or "stop" as a proxy.
Example:
[2015-11-22 20:36:29] <EvaStoewe> aye [2015-11-22 20:36:29] <VoteBot> Thanks EvaStoewe I count your vote as AYE [2015-11-22 20:36:45] <EvaStoewe> proxy GuillaumeRomagny abs [2015-11-22 20:36:45] <VoteBot> Thanks EvaStoewe I count your vote for GuillaumeRomagny as ABSTAIN
E. About payment of membership fees
Remember both you and the possibly proxy holder have to be payed up, if you want to participate via proxy. For any other way you yourself have to be payed up.
The exact wording ist:
33 Voting
[...]
(5) A member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the member or proxy to the association has been paid, other than the amount of the annual subscription payable in respect of the then current year.So a member [or proxy] is entitled to vote [...] if all money due and payable has been paid, *** other than the amount of the annual subscription payable in respect of the then current year *** .
So contrary to common interpretation, one is entitled even if one did not pay, for the current year.
Regarding new members, who became a member in this calender year the question about what annual subscription fee is due and payable is defined in Section 9 (1). It is formulated a little bit comlicated, but in summary it is:
[...] a member of the association must pay to the association an annual membership fee (a) [...] before 1 July in each calendar year [...]
So new members are due to pay before 1. July - which means they are not due to pay at a specific date prior to that date and by this are entitled to vote, even if they did not have payed their membership fees, so far.