Law Society special general meeting

Minutes of the special general meeting of the members of the Law Society held at the Law Societys Hall, Chancery Lane, on Wednesday, 28 February...Minutes of the special general meeting of the members of the Law Society held at the Law Societys Hall, Chancery Lane, on Wednesday, 28 February 2001, at 2.30 pm.

The president, Michael Napier, was in the chair.

The notice convening the meeting was taken as read.MinutesThe minutes of the annual general meeting held on Thursday, 13 July 2000 had been printed in [2000] Gazette, 20 July, 47-49.It was resolved that the president be authorised to sign the minutes as correct.Introductory remarksThe president indicated that as chairman of the meeting he would be directing a postal vote on all of the resolutions to be considered by the meeting.

It was important that there should be the greatest member involvement in the reform programme, and there were practical difficulties for members in attending a meeting in London in the afternoon of a working day.The president also indicated that resolutions 1-3, which invited the members to confirm charter amendments, could not be amended at the meeting, since the procedure for amending the charter involved a three-stage procedure of the amendment being made by the council, confirmed by a special general meeting and then allowed by the Queen in council, and it was not possible for the meeting to short-circuit this by seeking to amend the amendments which were for confirmation.Resolution 1 confirmation of charter amendment (size of the council)Angus Andrew (West London), a council member, moved resolution 1 on the notice of the meeting, which was: That the meeting confirms, subject to such amendments as Her Majesty in council may require, the amendment to the 1954 Supplemental Charter of the Society made by the council on 18 January 2001, namely the deletion of seventy-five in article 2 and the insertion of one-hundred and twenty in substitution thereof.Mr Andrew said that resolution 1, and also resolutions 2-3, were of an enabling nature, and the arrangements for filling the proposed additional council seats were contained in the by-law amendments annexed to resolution 4.

The purpose of the resolution was to confirm a charter amendment to raise the maximum size of the council from 75 to 120.

If the amendment was confirmed, and allowed by the Queen, it was not the intention to fill all 120 seats; the aim was to give a measure of flexibility in the future, so that a number of additional council seats could be created without further reference to the Privy Council.Mr Andrew identified a number of reasons behind the proposal and the other parts of the reform package, including the need to bring able people on to the council who would at present be deterred by the time commitment, the need to counter the democratic deficit within the Society by improving the ratio of council members to members of the profession, and the aim of giving the council the moral authority to elect the office-holders.

The need to increase the size of the council had been identified by the constitution committee as long ago as 1968, and now was the time to do this.Peter Williamson (Holborn), a council member, seconded the resolution.Much of the debate on the resolution ranged over the reform issues contained in other resolutions on the agenda.Martin Mears (Great Yarmouth), a council member and a past president, questioned the mandate of the council to bring forward the proposals, in view of the low response to the consultation paper which had been issued; one proposal, to introduce lay membership of the council, had actually been opposed by the majority of respondents.

Robert Sayer (Central and South Middlesex), a council member and a past president, opposed the resolution.

There was a need for reform within the Society, but the present proposals were not the answer.

The size of the council was less important than how the members were elected.

Lay members would not help with the representation role.Michael King (Berks, Bucks and Oxfordshire), a council member, said the consultation exercise was flawed: the consultation did not invite views on alternatives, the questions had been loaded.

The findings of the Milton Keynes survey showed a different picture only three percent of respondents to the Milton Keynes survey favoured a larger Council.Simon Mumford (Cardiff), a council member, said expansion of the council, coupled with the establishment of boards, would vest too much power in a small number of people.

Michael Mathews (City of London), a council member and a past president, supported the proposal.

The history of the consultation process was irrelevant; the issues were now before the meeting and there would be a postal vote in which all members could express their views.

The council exercised all the powers vested in the Society, and it was important that the president and the council should have a common voice.

This pointed to the council having power to elect its leaders.Jennifer Leeming (Macclesfield), a council member, supported the proposals.

This matter had been discussed within the Association of North West Law Societies (of which she was the honorary secretary) as well as within the Macclesfield Law Society, and there was general support for the reform package.Sara Chandler of the Young Solicitors Group supported the reform proposals.

She said the proposals would enable diverse groups within the profession to be properly represented, alongside the system of geographical constituency representation, which would be retained.

It was important to recognise the diversity of the profession.John Franks (West London) was particularly concerned at the proposal for seats to be filled by elections among various categories and groups of the profession, which seemed to breach the principle of one solicitor, one vote.

He saw a parallel with the former university seats in the House of Commons.Richard Ford (Gloucestershire and Wiltshire), a council member, supported the proposals.

Although one member, one vote was normally a valuable principle, the present election arrangements did not bring the proper range of members on to the council.

Election of the office-holders by the council would not be undemocratic, as the constituency council members commanded support in their local areas.Andrew Holroyd (Liverpool), a continued on page 55continued from page 53council member, stressed that the new seats for groups, sections etc, recognised the reality that it was now what a solicitor practisedrather than where he or she practised.

The profession was interested in the Law Society, but not in Law Society politics; this was an important distinction.L J Bloomfield expressed concern about the proposals and regretted the abolition of the post of honorary auditor, which he had held for three years.Munasinghe Mabarana said the Society should concentrate on representing the interests of qualified solicitors rather than trainees.Malcolm Fowler (Birmingham), a council member, supported the proposals, saying they were timely since the campaign by the Society against the proposed criminal defence contract had gained it a great deal of respect within the profession.

Election of the deputy vice-president by the council and automatic progression would ensure continuity, which was valuable in the context of continuing negotiations with government.Peter Sigee (Liverpool), the council member representing newly-qualified solicitors, supported the resolution.

His experience was that the council worked well, but it did not represent the demographic make-up of the profession.John Hayes, a solicitor and former secretary-general, supported the principle of lay membership of the council, provided the right sort of people were recruited.

For example, someone from an effective lobbying organisation would be a great asset in the Societys representative role.Mr Andrew responded briefly to the debate.On a show of hands, resolution 1 was carried by 44 votes to 28, and the president declared that although the resolution had been carried, it lacked the requisite two-thirds majority.The president then directed a postal vote on the resolution, in accordance with by-law 29(1).

The postal vote would be administered by Electoral Reform Services.

The by-laws required that the meeting should be adjourned (following the conclusion of all other business) to a future fixed date and time, at which the result of the postal vote would be declared.

The president said a convenient date and time for the adjourned SGM would be 2.30 pm on 26 April 2001.Resolution 2 confirmation of charter amendment (lay membership of the council)Peter Williamson moved Resolution 2 on the notice of the meeting, which was: That the meeting confirms, subject to such amendments as Her Majesty in council may require, the amendment to the Charter of the Society made by the council on 18 January 2001, namely the addition of The Council of the Society may include persons not mentioned in the foregoing categories, subject to a maximum specified in the by-laws, at the end of article VIII.Mr Williamson said the introduction of lay membership would improve the quality of decision-making within the Society.

The consultation exercise had confirmed that it was the professions view that regulation by the Society had to be done well.

Lay membership of the council was vital in ensuring that the Society was indeed seen as a model regulator.

Angus Andrew seconded the resolution.Trevor Murray (Essex), a council member, opposed the resolution, saying that it was also opposed by most groups and local law societies.Charles Fraser (City of Westminster), a council member, also opposed the resolution, and pointed that the majority of consultees had also opposed it.Malcolm Fowler asked what those who opposed lay membership were afraid of.

Lay participation in other areas of the Societys work, particularly in the compliance and supervision committee, had been valuable.

This was the way forwardJohn Franks said the definition of lay in this context needed attention.Kevin Martin (Warwickshire), a council member, supported the proposal.

He said lay membership of the compliance and supervision committee (which he chaired) had been important in reassuring external stakeholders about the effectiveness of the Society in handling complaints, the lay members of the committee had contributed valuable insights .Paul Pharaoh (Birmingham), a council member, said the Societys dual roles as regulator and representative body would be continuing since the regulatory role was vested by statute, and lay membership would help the Society to be effective in both these roles.Robert Sayer expressed concern about the proposals, particularly in respect of the kind of members who would be nominated by the Master of the Rolls.Denis Cameron (Blackpool), a council member, said lay membership would be inappropriate in view of the Societys representational aspect.

Speakers in favour of the proposal had tended to ignore this aspect.Munasinghe Mabarana asked whether the Bar Council had lay members, and said that lay persons should not be involved in the governance of the profession.David Savage (Farnborough), a council member, said the proposal reeked of political correctness.

It was not clear what the role of lay members would be.Mr Williamson responded briefly to the debate.On a show of hands, the resolution was carried by 37 votes to 25, and the president declared that although the resolution had been carried, it lacked the requisite two-thirds majority.The president then directed a postal vote on resolution 2, the result of which would be declared at the adjourned SGM on 26 April 2001, and the arrangements for which would be the same as for the vote on resolution 1.Resolution 3 confirmation of charter amendment (trainee solicitor and legal practice course student membership of the council)Angus Andrew moved resolution 3 on the notice of the meeting, which was: That the meeting confirms, subject to such amendments as Her Majesty in council may require, the amendment to the Charter of the Society made by the council on 18 January 2001, namely the addition of The Council of the Society may also include persons undertaking training contracts to qualify as solicitors and students undertaking a legal practice course at the end of article VIII.Mr Andrew said there were around 7000 LPC students and 8000 trainee solicitors, a figure equivalent to 15% of the whole profession, and these persons were a significant part of the wider context regulated by the Society.

LPC students and trainees paid fees of various kinds to the Society, and it was axiomatic that there should be no taxation without representation.

At present, they have no voice, although the Trainee Solicitors Group (TSG) had been given an observer at council meetings.Peter Williamson seconded the resolution.Peter Sigee supported the proposal.

Most council members (on the constituency side) came through the ranks of their local law societies and maintained contact with members of the profession through those societies.

However, neither trainees nor LPC students were members of the local law societies and so had no means of communicating their views to the council.Penny Palmer supported the proposals, particularly in respect of LPC students.Trevor Murray deplored the politicisation of groups and said students and trainees should concentrate on learning the law and its practice rather than getting involved in Law Society politics.Theeba Ragunathan, Chairwoman of the TSG, welcomed the proposal, saying it would reflect the diversity of those whose interests were affected by the Society.

Trainees and LPC students represented the future of the profession and their interests and concerns should be reflected on the council.Malcolm Fowler supported the resolution.

He said that even experienced solicitors could learn much from trainees.continued on page 56continued from page 55Mary Wright, vice-chairwoman of the Young Solicitors Group, supported the resolution.Martin Mears opposed the resolution.

The Law Society should concentrate on being the solicitors professional body.On a show of hands, the resolution was carried by 44 votes to 13, and the president declared the resolution had been carried by the requisite two-thirds majority.The president then directed a postal vote on the resolution, the arrangements for which would be as previously stated in respect of resolutions 2 and 3.Resolution 4 amendments to the by-laws of the Society (election of office-holders and composition of the council)The president said the proposed amendments to the by-laws set out in appendix 1 to the notice of meeting could be divided into two groups, relating to the election of office-holders and the size/composition of the council.The procedure he intended to follow would be that the resolution would first be formally proposed and seconded and then the by-law amendments relating to the office-holder elections and the amendments relating to size and composition of the council would be debated separately.

Amendments to the amendments would be taken and voted on in the appropriate group.

Finally, there would be a vote on the whole resolution (this would incorporate any amendments), which could be passed by a simple majority.

Michael Mathews then formally moved resolution 4 on the notice of meeting, which was: That the amendments to the by-laws of the Society set out in appendix I be made, contingent where applicable upon allowance by Her Majesty the Queen in council of the amendments to the charters which are the subject of resolutions 1-3.Peter Williamson formally seconded the resolution.Mr Mathews introduced the debate on the proposed by-law amendments relating to office-holder elections.

He pointed out that these amendments were not dependent on the charter amendments dealt with by resolutions 1-3.

The proposals were aimed at ensuring that the office-holders and the council spoke with one voice, bearing in mind that the Societys constitution and statute vested all relevant powers in the council.

Debate on the resolution was terminated when attention was called to the fact that the meeting had ceased to command a quorum of 50 members, and the president declared that the meeting would be adjourned to Thursday, 26 April 2001, at 2.30 pm, when the business of the adjourned meeting would be to receive the results of the postal votes he had directed on Resolutions 1-3 and to consider resolutions 4 and 5 on the notice of the meeting.The special general meeting was adjourned accordingly at 5.20pm.Notice of adjournment of special general meetingFrom Janet Paraskeva, Law Society chief executive: notice is hereby given that the special general meeting held on 28 February 2001 was adjourned until 2.30 pm on Thursday, 26 April 2001.The business of the adjourned meeting will be to receive the results of the postal votes on resolutions 1-3 on the notice of the special general meeting and to consider other business left unfinished from the original meeting, namely resolutions 4 and 5, unless the Council decides at its meeting on 15 March 2001 to withdraw these resolutions for further work.