LINX AGM and EGM FAQ
LINX is a mutual company – owned by its customers – you, our members. There are no external shareholders to answer to and all major decisions are ultimately made by you the members. This can either be on your behalf by the LINX Board of Directors or directly by the members voting on resolutions at a general meeting. Each year there are typically two general meetings, the Annual General Meeting at the LINX Members’ Meeting in May and an Extraordinary General Meeting at the LINX Members’ Meeting in November. In some years there may be other EGMs, which again will typically be held as part of the LINX Quarterly Members’ Meetings. However, they don’t have to be on any particular date and, in the event of a particularly important need to consult the LINX membership, an EGM would be held.
The LINX Board takes day to day control of the operation of LINX. The Board’s members are elected by you, the members. Two Board members retire by rotation each year and elections are held for the two vacant places at the May AGM.
Other business conducted at the May AGM is the formal approval of the annual accounts for the previous calendar year.
At the November EGM typical business includes the approval of the following year’s fees and the overall approval of the LINX Budget.
From time to time, LINX updates the Memorandum of Understanding or its Articles and Memorandum of Association. These are the two constitutional documents which govern LINX’s formal agreement with each member and the basis on which LINX operates. Typically any changes to the MoU or the M&A will be announced in outline at the preceding quarterly meeting and a member consultation held over the following two months by email, with documents on the LINX website. Members are asked to approve those changes by voting on formal resolutions at the next AGM or EGM.
In addition, as LINX is a membership organisation, there is a formal process which governs the expulsion of members who are in default of their obligations under the terms of the LINX MoU. Any such “suspended” members are listed with the notice for the AGM or EGM and any member can call for a vote. If a vote is called, the members present at the meeting can govern whether the member’s membership is terminated.
LINX is a mutual company – owned by its customers – you, our members. There are no external shareholders to answer to and all major decisions are ultimately made by you, the members. It is a measure of confidence in how LINX is run that such decisions are seen to have the support of the majority of members. Indeed, unless a certain number of members (the quorum) participate at a general meeting, the meeting’s decisions are not valid.
In addition, LINX members are a varied collection of diverse companies. By as wide a range of members participating, it ensures that one single faction or single interest group does not deflect the direction of LINX from the general “good of the Internet” objective.
You can take part in a LINX AGM or EGM by turning up on the day. AGMs and EGMs are usually held in London. Any resolutions will be discussed in advance of the formal meeting. Before each Board election the candidates state their views on LINX and what they will do if elected to the LINX Council, and give members the opportunity to question them at the “hustings” session. Resolutions are voted on during the meeting and the election takes place following the hustings and over the two weeks following the AGM.
If you can’t physically be there you can watch the webcast of the AGM or EGM, which is part of the webcast of the LINX Quarterly Meeting. You can use the IRC channel to ask questions of the candidates, which will be put to them during the hustings. For the election, there will be two weeks for you to cast your vote online after the discussion and the hustings.
But if you can’t attend either in person or online, you can still cast your vote. You will be sent a voting pack approximately three weeks before the AGM or EGM and can simply visit the voting website and cast your company’s vote online – two weeks before the AGM for resolutions and two weeks after for the election of new Board members.
Three weeks before the AGM or EGM an email will be sent to the two mailing lists firstname.lastname@example.org and email@example.com. It is a requirement that all members receive and read emails to these mailing lists, so someone in your organisation should be seeing this. If that’s not the case, please contact LINX Member Relations.
At the same time, the formal notice of the AGM or EGM will be uploaded to the LINX website. When the LINX Quarterly Meeting is announced, there will be a link to the AGM or EGM notice embedded in the LINX Meeting agenda. The AGM or EGM formal notice will include links to any resolutions or documents in support of the resolutions. You can see if a LINX Quarterly Meeting has been announced by visiting the LINX home page, which will have a link to the meeting agenda.
Within a few days voting packs will be sent by post and emailed to your Corporate Representatives. The postal copy is sent to the address we have on file for the main Corporate Representative (who we call the “Authoriser”) and email copies are sent to all email addresses we have on file for all Corporate Representatives. The voting packs contain details of the AGM or EGM and a printed voting form plus details of the online voting site. They also contain secure voting codes which you will need to quote to vote online.
Most importantly, you must be authorised to vote for your company. To see if you are authorised to vote for your company, visit the Corporate Representation page of the LINX website.
- At the meeting in person: Please follow the same process for voting online. If you have any difficulties simply ask any member of the LINX staff at the meeting for help. They will also be able to let you use a laptop to access the voting site and vote if you don’t have access to a suitable device at the meeting. You do, however, have the right to vote in person on the resolutions, though we discourage this as it is easier to vote online. But if you do want to vote in person, or have left voting too late for the online process, we will facilitate that using voting cards at the meeting.
- By proxy at the meeting: You can authorise another member of LINX who will be at the meeting to vote on your behalf as they see fit. Details of how to do this are in the voting packs.
- By post: The printed voting pack sent to your main Corporate Representative includes a voting paper and a reply paid envelope – valid overseas where countries support this. Simply complete the form and return it in good time in the envelope. Replies must be received by Electoral Reform Services at their Election Centre in London by close of business hours in London the day prior to the meeting. You can only vote in this way on any resolutions – you must vote online in the ballot to elect the Board.
- Online: Visit the online voting site listed in the voting pack posted or emailed to your company. There you will need to quote the two parts to the voting secure code listed in the voting pack and will then be able to specify your vote. Where there is a significant number of votes, we also allow a “Quick Vote” to vote as the Council recommends in all resolutions with just a single click. Online voting on resolutions closes thirty minutes before the AGM or EGM. Online voting in an election closes at noon on the day two weeks following the day of the AGM.
My company has not received a printed or emailed voting pack for the next AGM or EGM; how do I vote?
If your company does not appear to have received any printed or emailed voting packs, please first check who should receive them and make sure they have checked their email and postal in trays! To see who is authorised to vote for your company, visit the Corporate Representation page of the LINX website.
The online pack will be emailed from firstname.lastname@example.org – please make sure your Corporate Representatives will receive email sent from this address, and please check their spam folders for mail sent from email@example.com.
If you don’t have any people registered to vote (they’ll be shown as an Authoriser or a Voter), or you do and they have not received a voting pack, please contact LINX Member Relations. We may need to ask for formal documentation to support the authorisation of Corporate Representatives, so please try and do this well in advance.
To see who is authorised to vote for your company, visit the Corporate Representation page of the LINX website.
- Voters: Can vote at a LINX meeting in person and will be sent an email containing the voting security codes.
- Authorisers: Can vote at a LINX meeting in person and will be sent both a printed voting pack and an email containing the voting security codes.
If you don’t have any people registered to vote (they’ll be shown as an Authoriser or a Voter), or you do not have access to this page, please contact LINX Member Relations.
It is up to your organisation who physically casts the online vote or returns the voting paper. The quoting of the secure voting codes is the authority that it is a valid vote. Once a vote has been received online or by post, no further vote can be cast online or by post. However, even if your company has voted online or by post, you can still vote in person at the AGM or EGM. This person will need to be shown as a Voter or Authoriser on the Corporate Representation page of the LINX website. Votes cast in person will supersede votes cast online or by post.