Last month, Rail Engineer reported on the IMechE Special Meeting that had been called by four past presidents. This was due to the requisitioner’s concerns about governance, that the Institution is no longer being member-led, and the way that the then-president, Carolyn Griffiths, had been prevented from chairing the Institution’s Trustee Board when she wished it to consider the Institution’s finances and governance. Never, in the IMechE’s 170-year history, had such a meeting been required.
Our feature reported the arguments on both sides. Those against the requisitioner’s motions were presented in the Institution’s Special Meeting Notice. The case in favour of the past presidents’ motions is shown on their website Mech Eng Matters.
Two weeks before the meeting was due to take place, a further eleven past presidents (who had not been involved in requesting the Special Meeting), submitted a letter to the Trustee Board and chief executive expressing concern at the lack of even-handedness in the meeting notice sent to members with the voting papers.
Votes at the meeting
The Special Meeting took place on 21 May, two days before the IMechE’s AGM when Geoff Baker became its new president. It was chaired by the president at the time, Carolyn Griffiths.
Before the motions were discussed, various legal and constitutional challenges were raised. After a brief adjournment to consider legal advice, Griffiths decided that the meeting should continue to enable those present to be heard. This included most of the overseas regional chairs and members who had travelled from Australia and Hong Kong. However, she ruled that the voting should be considered as informal until the challenges were properly determined.
The overall voting results were generally inconclusive. 52 per cent were in favour of the trustee’s motion of confidence in themselves, yet 50.5 per cent agreed with the motion that the trustee’s governance had failed as they did not understand the financial state of affairs.
Motions of no confidence in the chief executive, president elect and honorary treasurer were narrowly defeated.
The one motion for which there was clear support, with 66 per cent in favour, called for a full and independent financial review of the Institution’s operations.
The full results, with motions slightly abbreviated, are shown in the table below. This reveals that the results of the nearly 7,000 proxy votes cast before the meeting were in stark contrast to the 270 votes cast at the meeting, which decisively showed a lack of confidence in the Trustees and the Chief Executive.
Plan and determination
Following the Special Meeting, the Trustee Board published its consultation plan. This stated it was resolved to listen to concerns voiced by members, to ensure that the Institution’s finances, governance and operations are transparent and that the voice of the membership needs to be heard more clearly.
On 30 May, Carolyn Griffiths published her determination of the outcome of the Special Meeting. This considered the challenges made at the meeting, one of which was the biased nature of the meeting notice. Another was that the default proxy on the voting form was the “Chair of the Trustees”. In normal circumstances this would have been the current president, Carolyn Griffiths. However, the voting paper did not state that this was, in fact, Geoff Baker, who was thus being given a substantial number of proxy votes to cast in the motion of no confidence against him.
As would be expected from a former chief inspector of the Rail Accident Investigation Branch, Carolyn’s determination was a detailed analysis which explained why the proxy vote was not reliable due to the issues raised and the small margins between the voting results.
Although the proxy votes were not reliable, Griffiths did not wish to disenfranchise those not at the Special Meeting. Hence, she concluded that the various motions should be decided by a postal ballot. Her determination noted that, as chair of the meeting, the Institution’s by-laws give her sole authority to decide how the motions should be decided.
New president’s response
Two days later the Institution’s new president, Geoff Baker, published a letter on behalf of the trustees which strongly rejected the idea of a postal ballot. His letter stated that, having closed the meeting, Griffiths no longer had any authority to call for a postal ballot.
Yet with no definitive vote, it is difficult to see how the Special Meeting could be closed. IMechE Railway Division chair Andy Mellors advised Rail Engineer that the unanimous view of his board is that the Institution’s bylaw 45 gives the chair of the Special Meeting the authority to call for a postal ballot and that the Trustee Board’s rejection of the chair’s decision in this respect is unconstitutional.
Indeed, the Trustees have no role in this respect as bylaw 45 does not mention them. Hence, it is the chief executive’s responsibility to arrange the postal ballot as required by the chair of the Special Meeting.
Baker’s letter accused Griffiths of challenging the validity of the Special Meeting and alleged that she had created issues that had resulted in significant legal costs. Both these statements are unfounded, as neither at the meeting, not afterwards, had she personally raised any issues. Her determination was a response to concerns shared by many at the Special Meeting.
His letter also stated that her determination contained substantial inaccuracies and that none of the challenges was sufficient to bring the vote of the Special Meeting into question. Other than referring to legal advice, he offered little to support this assertion.
He did, however, defend the one-sided communications issued with the voting papers by stating that the Trustees had a duty to present matters in a way that they believed to be in the best interests of the Institution.
When the IMechE first published the results of the Special Meeting votes on its website, they were qualified as non-binding due to the challenges raised. This qualification has now been removed from the Institution’s website, which now wrongly presents the votes as definitive results with no mention of how the challenges raised at the meeting have been resolved. Thus far, those who raised these issues have not been advised why their concerns were felt to be invalid.
In his letter, Baker states that the Trustees believe that the membership does not wish for a postal ballot and that it is time to mend bridges and move on. It remains to be seen whether he understands the views of the membership and whether the chief executive will arrange for a postal ballot to be held.