# How to restrict voting rights to paid up members only at a large Mgt Co AGM?



## lantus (28 Oct 2013)

Just a quick query if anyone can help. At an AGM where it is a large development and a number of members have not paid up and the directors intend to prevent such members voting would providing all paid members with a bit of coloured paper be ok? (i.e. the coloured paper is counted as one vote.) Or does this cause data protection issues?

Otherwise a ballot box would be needed which seems overly messy and contrived.


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## Joe_90 (28 Oct 2013)

Is there a provision for not allowing certain members to attend and vote at an AGM in the Articles of Association.  If not then I do not think that their votes are as valid as anyone else's.


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## Dermot (28 Oct 2013)

Check the Articles of Association and unless it states that there is a provision in them to prevent members who are not paid up voting you have to allow all members to vote. 
Rules cannot be made up to suit an agenda


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## shesells (28 Oct 2013)

It would be fairly standard that only those paid up have a vote at an AGM. We work with our agents at the AGM and check the attendance list off the payment register before any votes take place. Only votes of those who are fee compliant are counted.


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## Joe_90 (28 Oct 2013)

Shesells, can you confirm that the articles of association allow you to do this.


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## shesells (28 Oct 2013)

Ours do...our AGMs are fully compliant. We'd never pass measures such as debt collection plans or policies to enforce development rules if non paying units had a say!


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## Joe_90 (28 Oct 2013)

Shesells, were the memo and arts amended to include that clause or was it there all the time.


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## shesells (28 Oct 2013)

There from the start afaik


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## lantus (28 Oct 2013)

to clarify the issue is with identifying such non payers in a large gathering when many faces would be essentially new or unknown. How do you ensure that every non payer is adequately identified and they don't just raise a sneaky hand.

Its the method of control.

If only one or two non payers attend then not such an issue but what if a dozen appear?

edit: articles allow for vote control based on fee payment.


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## lantus (28 Oct 2013)

shesells said:


> It would be fairly standard that only those paid up have a vote at an AGM. We work with our agents at the AGM and check the attendance list off the payment register before any votes take place. Only votes of those who are fee compliant are counted.


 
how do you verify that only valid votes are counted if there is a large attendance? memorise the faces? or another method?


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## djh (29 Oct 2013)

Hand out coloured A4 cards with the word Vote on it as people are checked in to the room. 
Or if you fear a bit of agro, hand yellow card to the eligible members, and green cards to those not eligible. Chairperson can then count the appropriate colour only. 

Chairperson/directors should study Articles/Memorandum of Association of the company before the meeting. They usually give a lot of power to chairman over what way the meeting is run, within the rules laid out in the Articles/Memorandum of Association of course.


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## shesells (29 Oct 2013)

lantus said:


> how do you verify that only valid votes are counted if there is a large attendance? memorise the faces? or another method?



We don't have large attendances, our quorum is 2 (of 81 units). I think we had 4 or 5 at our last AGM


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## lantus (30 Oct 2013)

djh said:


> Hand out coloured A4 cards with the word Vote on it as people are checked in to the room.
> Or if you fear a bit of agro, hand yellow card to the eligible members, and green cards to those not eligible. Chairperson can then count the appropriate colour only.
> 
> Chairperson/directors should study Articles/Memorandum of Association of the company before the meeting. They usually give a lot of power to chairman over what way the meeting is run, within the rules laid out in the Articles/Memorandum of Association of course.


 
That was my first thought re coloured bits of paper. My concern is that it identifies non payers (potentially) and then other people may recognise neighbours and the data protection act starts getting quoted.


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## djh (30 Oct 2013)

If memory serves, every member has a right to view the books of accounts of the company, which includes what unit are paid up and who is in arrears. I think every member may also view the register of members. There are a couple of threads on that topic around here. 

Not sure if Data Protection Act applies. 

The first year in my development, they decided to be up front, agent and his helpers checked everyone in at the door, agent checked the ledger and issued a yellow "vote" card. If there was agro the agent dealt with it, told them to read the articles and memo of association, and asked them why they had not paid their fees, when they would be paying their fees, if they'd like to pay now they can vote, etc....? Explained that they could come in, but would not be able to vote, etc. 
They arranged the room so there was a bot of a hall/alcove for the check in conversation, to try to preserve some politeness!

Be prepared for plenty of shouting and screaming though, from what i've seen the non paying members tend to be most vocal. 
Remember, they're the ones at fault, and the AGM is governed by strict rules, etc.


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## lantus (31 Oct 2013)

djh said:


> If memory serves, every member has a right to view the books of accounts of the company, which includes what unit are paid up and who is in arrears. I think every member may also view the register of members. There are a couple of threads on that topic around here.
> 
> Not sure if Data Protection Act applies.
> 
> ...


 
That's wholly incorrect regarding payment of fees. All fees paid by a member is confidential financial information and can never be disclosed by any director to a third party. To do would be a serious breach under the data protection act.

The data commissioner does make this clear and there have been various threads about it.

That said the issuing of coloured paper may not be a complete breach.

In terms of inspecting the accounts members can usually do this at the discretion of the directors but the members identifying information should be removed as showing who has paid clearly shows who has not by default. I might run this by the data commissioner.....


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## shesells (1 Nov 2013)

I know a development who got advice to say they couldn't publish the list of non paying units, so instead gave paying members the option to appear on a "thank you" list


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## so-crates (1 Nov 2013)

shesells said:


> I know a development who got advice to say they couldn't publish the list of non paying units, so instead gave paying members the option to appear on a "thank you" list


 - nice one! That only identifies the payers and they give their permission to do so.


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## markpb (1 Nov 2013)

lantus said:


> That's wholly incorrect regarding payment of fees. All fees paid by a member is confidential financial information and can never be disclosed by any director to a third party.



It all depends on whether you view company shareholders as a third party.

IMHO the DPC tends to go overboard sometimes. This is the group that decided a postcode could be personally identifiable and will leave us with a watered down system.


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## djh (1 Nov 2013)

lantus said:


> That's wholly incorrect regarding payment of fees. All fees paid by a member is confidential financial information and can never be disclosed by any director to a third party. To do would be a serious breach under the data protection act.
> 
> The data commissioner does make this clear and there have been various threads about it.
> 
> ...



Can you link me, please?

Have there been DPC rulings? 
How does this affect the ordinary members right to view the books of accounts of the management company?
I would not expect a list of names beside account balances. But my understanding is that you can view the books of accounts, that should show the balances of each unit. 
I also understand that there is a register of members kept by the company secretary, and this is also available to each member to view. I don't know if this would list the unit beside the members name.

Interesting point by markpb on whether each company member is a third party or not. 

If you do call the DPC on this, would you ask how passing on private details of members in arrears to debt collection companies might be seen under the Data Protection acts.


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## lantus (2 Nov 2013)

I queried the DPC on the specific issue of coloured paper as a way to ensure compliance with the AofA and this was there response: -

"While this Office fully appreciates the situation outlined, I can advise that as a data controller your organisation has certain responsibilities under the Data Protections Acts 1988 & 2003. One of the key principles ofthe Acts is that when a data controller (the management company) collects personal data, the data subject (residents) should be informed of thepurposes for which their data will be used and who it may be disclosed toand any other information that would make the processing of their datafair.Any processing of personal data must meet the requirements of the Acts for justification for the particular processing envisaged. 

It would be the firm view of this Office that any circulation of information, which potentially identifies an individual, for example different coloured voting paper for those that have paid their service fees, constitutes a disclosure of personal data under the Acts. For the sake of clarity, I can advise that should your entity proceed witha disclosure of this data and if we were to receive a complaint, I can confirm that it would be our view that the Acts would have been breached"

I guess any agent or director can use such a method as they wish but I doubt that anyone wants to fall foul of a angry member (especially one who hasn't paid.) and an overzealous DPC.

Next best solution: - Check everyone coming in and if non payers are very minimal then they should be able to be identified. If they are more prolific then use a ballot box. Every one writes down there name and unit number and vote preference (pre made bits of paper would help here.)


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## lantus (2 Nov 2013)

djh said:


> Can you link me, please?
> 
> Have there been DPC rulings?
> How does this affect the ordinary members right to view the books of accounts of the management company?
> ...


 
[broken link removed]

link to DPC which should answer above queries. I think there are some case studies as well but can't find them.


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## Mrs Vimes (2 Nov 2013)

If I understand the issue correctly you are concerned that the owners handed the red pieces of paper on the way in instead of the green ones will be obvious to the others as not being up-to-date with their management charges, but the directors need to know which votes to count and which to bin.

Why not pre-print all ballot papers with numbers on and then only count the ballot papers with the numbers corresponding to up-to-date units? You could make it easier but still discrete by giving all even numbers to the votes to be counted and odd numbers to the ones to be binned.


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## djh (2 Nov 2013)

lantus said:


> [broken link removed]
> 
> link to DPC which should answer above queries. I think there are some case studies as well but can't find them.





Thanks for those posts lantus, especially the response you got from the DPC's office. 

Just to play devils advocate; while the reply does seem very against the use of the bits of paper for voting, I am still a little confused by it on the DPCs opinion on whether members have the right to know who has paid or not. Looking on that link you posted to the DPC website, if says that such info is ok to disclose to members as long as it is in the Memo of Assoc of the company as a condition of membership, and also in their reply you quoted they said that the members need to be informed what will happen to their data. 
So if it's in the Memo of Assoc and/or members are informed maybe it would not fall foul of the data protection acts? I guess any board of directors needs to get legal advice or confirmation from the DPC before doing anything. 

I remember hearing about this group [broken link removed] who might be able to provide some practical advice/experience on the topic


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## RainyDay (3 Nov 2013)

Mrs Vimes said:


> If I understand the issue correctly you are concerned that the owners handed the red pieces of paper on the way in instead of the green ones will be obvious to the others as not being up-to-date with their management charges, but the directors need to know which votes to count and which to bin.
> 
> Why not pre-print all ballot papers with numbers on and then only count the ballot papers with the numbers corresponding to up-to-date units? You could make it easier but still discrete by giving all even numbers to the votes to be counted and odd numbers to the ones to be binned.



It would be just wrong to allow people to vote and then bin the votes. Whatever system is put in place should do the validation when issuing the voting papers, not after voting.


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## Mrs Vimes (5 Nov 2013)

I think if you make it clear to all at the start of the meeting that only paid-up members' votes will be counted then it would be fair enough.


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