In view of the very hotly contested battle for the Presidency and Vice Presidency of Cricket West Indies, I have taken the liberty of reproducing the pertinent sections of the WICB Inc Articles of Association as it relates to the voting process at general meetings.
I have had the distinct privilege of serving in the capacity as Chairman of the elections for the Presidency and Vice Presidency of WICB Inc on a few occasions and was literally guided by the Corporate Secretary on the requisite steps to be followed, but never had access to this Articles of Association document which clearly outlines the process to be adopted for the various stages of the voting process. These appointments were usually made by the President on an impromptu basis and there was no time to check the rules of the process. After consulting with an attorney on this document, I have now come to the realization that the entire voting process is very carefully and meticulously detailed in the WICB Articles of the Association and this missive is just to ensure and guide the voting process to be conducted strictly in compliance with the Articles of Association of the WICB Inc. Here are the relevant clauses:
“34. Votes at meetings of Members shall be given personally, and in the case of a Member which is a body corporate or an unincorporated association, by an individual authorised by a resolution of the directors or governing body of that body corporate or association to represent it at meetings of Members.
35. The instrument appointing a representative of a Member which is a body corporate or an unincorporated association, shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.
36. An instrument appointing a representative of a Member which is a body corporate or an unincorporated association, shall be signed by the President or Vice-President or Secretary of the appointing Member and shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Member appointing the representative.
37. A Member shall be deemed to be present at a meeting of Members if he participates by telephone or other electronic means and all Members participating in the meeting are able to hear each other.
38. A meeting of Members is duly constituted if, at the commencement of the meeting, there are present in person, not less than nine (9) representatives of Full Members entitled to vote thereat.
Nine voting delegates or representatives of full members constitute a quorum.
39. If within thirty minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the request of Members, shall be dissolved. In any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the Board of Directors may determine, and at the adjourned meeting no other business may be transacted.
40. Save as provided in Article 40.1 at every meeting of Members, the President, if present, shall preside as chairman of the meeting. If there is no President or if the President is not present at the meeting the Vice President if present, shall preside as chairman of the meeting. If there is no President and no Vice-President, or if at any meeting of Members neither the President nor the Vice-President is present within 15 minutes after the time appointed for holding the meeting, the representatives of Members present shall choose one of their number to be chairman.
40.1 On the occasion of the election of a President or of a Vice-President neither the President nor the Vice-President shall preside as chairman of the meeting during the proceedings to elect the President or the Vice-President. On each such occasion the representatives present shall choose one of their number to be chairman during the proceedings to elect a President or a Vice President.
This is one area that was not strictly complied with during my time.
41. Subject as provided in Article 41.1 every question submitted to any meeting of Members shall be decided in the first instance by a show of hands unless a Full Member entitled to vote at the meeting has demanded a poll and in the case of an equality of votes the chairman of the meeting shall on a poll have a casting vote in addition to any votes to which he may be otherwise entitled.
41.1 In the case of an equality of votes during the proceedings to elect a President or a Vice-President notwithstanding any other provision in these Articles, the chairman of the meeting shall not have a casting vote in addition to any other votes to which he may be otherwise entitled on a resolution to elect a President or a Vice-President.
42. Subject as provided in Article 42.1 at every Meeting of Members, the President and the Vice-President, if present in person, shall each have one (1) vote on a show of hands and upon a poll, the President and the Vice-President shall each have one vote.
42.1 Neither the President nor the Vice-President shall be entitled to vote or vote in any manner on any resolution to elect a President or a Vice-President or to remove a President or a Vice-President from office. lf a President or a Vice President does vote, either by a show of hands or by ballot upon a poll, on such a resolution in contravention of this Article such vote or resolution in contravention of this Article such vote or votes shall be invalid and shall be disregarded.
45. At any meeting of Members unless a poll is demanded, a declaration by the chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.
46. A poll may, either before or after any vote by a show of hands, be demanded by any person present and entitled to vote at the meeting of Members. If at any meeting of Members a ballot is demanded on the election of a chairman or on the question of adjournment it shall be taken forthwith without adjournment. If at any meeting of Members a poll is demanded on any other question, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the chairman of the meeting directs subject as provided in Article 46.1. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.
This is a very important provision. Once a single representative demands a ballot for the appointment of the chair for the meeting or for the adjournment of the meeting or any other question, it shall be carried out forthwith in that manner.
46.1 In the case of an equality of votes on a resolution to elect either a President or a Vice-President the chairman of the meeting during such proceedings shall direct that the meeting be adjourned for not less than 1 hour nor more than 2 hours in order to allow a second ballot to be taken on the same resolution on resumption of the meeting.
46.2 In the case of an equality of votes on the second ballot to elect a President or a Vice- president the chairman of the meeting during such proceedings shall direct that the vote on the resolution to election of the President or the Vice-President, or both, as the case may require, be adjourned for consideration at a special meeting of Members summoned by the Secretary of the Board to be held on a date not later than 30 days after the date of the adjournment of the meeting.
47. The chairman of any meeting of Members at which a vote is cast by a representative on behalf of a Full Member which is a body corporate or an unincorporated association, may call on such Full Member for a notarially certified copy of the appointment of such representative which shall be produced by such Member to the Secretary of the Board within seven (7) days of being so requested, failing which the vote or votes cast by such representative shall be disregarded.