Law Society's AGM

Minutes of annual general meeting

Minutes of the annual general meeting (AGM) of the members of the Law Society held at the Law Society's Hall on Thursday, 17 July 2003, at 2.30pm.

The president, Carolyn Kirby, was in the chair.

The president stated that there were more than 50 members of the Law Society present and declared a quorum.

The notice convening the meeting was taken as read.

The minutes of the AGM, held on 18 July 2002, had been circulated (see Gazette [2002] 8 August, 37), and were taken as read.

It was resolved that the president be authorised to sign these minutes as a correct record.

Election of auditors

The president said Deloitte & Touche had been re-elected unopposed as auditors.

Deloitte & Touche would shortly become a limited liability partnership and the intention was that it should continue to serve as the Society's auditors.

On behalf of the meeting, the president thanked Deloitte & Touche for its work.

Election of geographical council members

The president declared that the following had been elected unopposed as council members for the geographical constituencies shown:

- Constituency no 10, Kent: John Kendal Holder;

- Constituency no 13, Outer Sussex: Rodney Stephen Royce Warren;

- Constituency no 14, Oxfordshire and Buckinghamshire: Michael Laurence King;

- Constituency no 21, The Welsh Marches: Robin Mostyn ap Cynan;

- Constituency no 25, Cheshire and north Wales: John Barton Pickup;

- Constituency no 28, central Lancashire and northern greater Manchester: Denis Cameron;

- Constituency no 35, Leicestershire, Northamptonshire and Rutland: Linda Karen Hadfield Lee;

- Constituency no 41, Leeds: Robert Alan Heslett.

The president said that in five constituencies more candidates had been nominated than there were vacancies and, accordingly, voting papers had been sent to all members in those constituencies.

The president called on Andrew Regan, of Electoral Reform Services, which had acted as election scrutineer, to read the scrutineer's report on these elections to the meeting.

Mr Regan reported as follows:

In constituency no 2 - The City of London - 2,056 voting papers had been received, of which 24 had been rejected as invalid.

Alexandra Marks had been elected following a single transferable voting process.

In constituency no 9 - Croydon and north Kent - 242 voting papers had been received, of which four had been rejected as invalid.

Basil Preuveneers had been elected by 126 votes to 112.

In constituency no 11 - Surrey - 570 voting papers had been received, of which five had been rejected as invalid.

Anthony Robert Bogan and Paul Henry Marsh had been elected following a single transferable voting process.

In constituency no 18 - West Country and Gwent - 1,458 voting papers had been received, of which seven had been rejected as invalid.

Ian Christopher Pearce Kelcey, Christopher John Clephan Palmer and Geoffrey George Margam Sandercock had been elected following a single transferable voting process.

In constituency no 23 - Birmingham and District - 568 voting papers had been received, of which 12 had been rejected as invalid.

Malcolm Gaskell Fowler had been elected following a single transferable voting process.

The president thereupon declared the following to have been elected to the council:

- Constituency no 2, The City of London: Alexandra Marks;

- Constituency no 9, Croydon and north Kent: Basil Preuveneers;

- Constituency no 11, Surrey: Anthony Robert Bogan and Paul Henry Marsh;

- Constituency no 18, West Country and Gwent: Ian Christopher Pearce Kelcey, Christopher John Clephan Palmer and Geoffrey George Margam Sandercock;

- Constituency no 23, Birmingham and District: Malcolm Gaskell Fowler.

On behalf of the meeting, the president paid tribute to the work done for the profession by those members who were now leaving the council.

These were namely Paul Venton of constituency no 9, Croydon and north Kent, retiring after 14 years, Nancy Nagle of constituency no 18, West Country and Gwent, retiring after six years, and Christopher Digby-Bell, of constituency no 2, The City of London, retiring after three years.

Election of non-geographical council members

The president said two non-geographical council seats were set to become vacant at the conclusion of the meeting, namely the seats designated Trainee Solicitors (including LPC Students) and Newly-Qualified Solicitors.

The president said that in both seats ballots had been necessary and called on Mr Regan to give the election scrutineer's report on these elections.

Mr Regan reported that 2,573 voting papers had been received in the ballot for the seat designated Trainee Solicitors (including LPC Students), of which 13 had been rejected.

Gary Brankin had been elected following a single transferable voting process.

Mr Regan reported that in the ballot for the seat designated Newly-Qualified Solicitors, 1,610 voting papers had been received, of which 188 had been rejected.

Keith Etherington had been elected following a single transferable voting process.

Therefore, the president formally declared that Gary Brankin had been elected as a council member for the non-geographical seat designated Trainee Solicitors (including LPC Students) and that Keith Etherington had been elected as a council member for the non-geographical seat designated Newly-Qualified Solicitors.

The president thanked Margaret Bailey, who was leaving the council having held the non-geographical seat designated Trainee Solicitors (including LPC Students), after completing the special two-year term of office laid down in the by-laws.

Resolution 1 (annual report)

The president moved resolution 1 on the notice of the meeting, which was: 'That the annual report of the council be received.'

The president said it had been a busy and challenging year for the Law Society, and highlighted a number of key issues which had been dealt with during the past year.

These included legal aid, which was in crisis and where it was right for the Society to be leading the debate.

Great efforts had been made to persuade the Treasury and the Department for Constitutional Affairs (as it now was) of the need for proper funding of legal aid work.

A partnership with government was needed to ensure a legal aid system that provided justice for all at a price the taxpayers could reasonably afford.

The president mentioned the Society's response to the government consultation In the Public Interest, and its opposition to liberalising the market in the field of probate and conveyancing, based on the fact that consumers already had plenty of choice among the many solicitors practising in these fields.

The president praised the work being done on the reform of regulation within the profession, stressing that being an effective regulator was one of the most important services the Society could provide for its members.

However, there was still much to do in complaints-handling and provision of redress to consumers, and firms had to recognise their responsibilities to deal properly with complaints when first raised with them, since otherwise the finances of the Society and the reputation of the profession were affected.

Much work had been done, the president said, in the field of law reform, instancing the proposed legislation on mental incapacity, for which the Society had been lobbying for more than 12 years, although efforts would continue to be made to ensure the legislation gave protection against abuse to vulnerable people.

Another area of reform highlighted by the president was in relation to judicial appointments, where the Society had lobbied for many years for an independent system of appointments, and would be looking to ensure that the proposed judicial appointments commission was truly independent.

The president said that, as the first president to come from Wales for more than 20 years, it had given her great pleasure to open the Wales regional office, and she stressed the desire to see Welsh solicitors makes the fullest contribution to the affairs of the principality across the widest front.

The president stressed that trainees and newly-qualified solicitors needed to be fully involved in the planning process within the Society, since they were after all the future of the profession.

Ms Kirby concluded by expressing her thanks to all of those who had helped her during her presidential year, including the members of the council, boards and committees and the chief executive and her staff.

The vice-president (Peter Williamson) seconded the resolution.

Michael Franks (west London) asked when the single database and Web site would become available under Programme Engineer, and also asked what consultants' reports were made on this subject.

Janet Paraskeva, the chief executive, responded that no date was yet fixed for the implementation of the system; this would not happen until the system had been thoroughly tested and all risks could be minimised.

Both the main board and the council received reports from the consultants on the project (Deloitte & Touche) and although there were still problems to be overcome, progress was being made.

David Henson (Birmingham) drew attention to the particular role solicitors could play in the law reform process and asked how ordinary solicitors could help this process.

John Franks (west London), a former council member, pointed out that the accounts did not refer to the position of the Law Society as trustee of the Law Society Pension Scheme, and the problems he had raised in correspondence with the Society.

Fay Landau (City of London) asked how much the Society spent on pastoral care for solicitors in personal difficulties.

The chief executive said that until the new interactive Web site became available, solicitors wishing to contribute ideas on law reform and the priorities for the Society should contact the Society direct.

The council would shortly be deciding the key objectives of the Society for the coming three years, and all views were welcome.

She said that 30,000 had been spent in the last year on the single LawCare portal to help solicitors in difficulties.

Geoffrey Sandercock (Pontypool), the Treasurer, said the pension scheme referred to by John Franks was the Law Society retirement benefits scheme, which had been established in 1957.

The Society was the trustee of the scheme, but it was managed by brokers, and since the Society had no direct interest in the fund it did not appear in the accounts.

The operation of the scheme was being reviewed.

It was resolved, on a show of hands, that the annual report of the council be received.

Resolution 2 (accounts)

The Treasurer moved resolution 2 on the notice of the meeting, which was: 'That the accounts signed by the auditors be approved.'

The Treasurer noted that the consolidated accounts presented to the meeting did not include the accounts of the compensation fund.

These, although examined and generally approved by the auditors, could not be formally audited as they were subject to the determination by the court of the issue of how the Society should treat monies (some 23.6 million) held on statutory trust arising from interventions.

The Treasurer highlighted the success of the Society's commercial activities in the past year, which had realised a net return of 35% on gross income, and helped to keep the practising certificate fee down, as well as providing funds for non-regulatory purposes which were outside the scope of section 11 of the Administration of Justice Act 1999.

The Treasurer said that an operating surplus of 5.23 million had been achieved over the year, which would be placed in reserve.

A 6.4 million subvention had been made on a one-off basis for the benefit of the staff pension fund, to offset the fall in the stock market.

The Treasurer announced that, for the coming year, the practising certificate fee would be 790 and the compensation fund contribution would be 825.

Andrew Caplen, a council member and a member of the finance and resources board, seconded the resolution.

It was resolved, on a show of hands, that the accounts signed by the auditors be approved.

Resolution 3 (compensation for council members)

The president said the next business was to consider resolution 3 on the notice of the meeting, which was business introduced by the council.

Resolution 3 read: 'That compensation shall be payable directly to council members or, if a council member so wishes, to his or her firm or employer (payments to firms or employers of council members having been agreed at the 2001 annual general meeting) on such basis as the council shall determine, with additional compensation payable at levels determined by the council to the Treasurer (chair of the finance and resources board), the chairs of the other subsidiary boards and other council members of the main board, such compensation back-dated to 1 September 2002, and that the amendment to the by-laws in appendix II [of the notice of the meeting] be made.'

The president said she had been advised that no present or incoming council member was conflicted out of speaking or voting on the resolution.

The president indicated that normally the chairman of the remuneration committee would propose the resolution.

But as the chairman in this case (Colin Harris) was a lay council member and so not a member of the Society, she would ask the Treasurer to propose the motion formally, with another council member seconding the resolution.

She would then, with the leave of the meeting, ask Mr Harris to present the motion.

He would also, if the meeting agreed, reply to the debate.

The meeting indicated its agreement to this course.

Geoffrey Sandercock then formally moved resolution 3.

The vice-president seconded the resolution.

Colin Harris, a lay council member and chairman of the remuneration committee, explained the thinking behind the resolution.

The aim was to recognise the heavy burden placed on council members and, at the same time, increase diversity in the membership of the council by enabling members from smaller firms, for example, to take part.

A number of council members worked on their own, as did the lay members, and direct payments would enable them to be compensated.

Mr Harris said the principle of compensation to firms or employers had been agreed by the AGM in 2001, the proposal now was that the council member could opt to receive payment directly.

Mr Harris highlighted the council's proposals for compensating all council members at the level of 3,000 per annum, with additional payments of 7,000 (Treasurer), 6,000 (subsidiary board chairs) and 3,000 (back-bench council members of the main board).

He indicated that any substantive change to the figures above an adjustment in line with the retail price index would be brought to a future general meeting.

The council considered the proposed figures were fair and reasonable and represented only 300 per day for an assumed time commitment of 12 days a year, although many council members put in much more time than that.

The total cost for a full year, assuming 100% take up, would be 219,000.

Payment would be back-dated to 1 September 2002, the start of the council year.

John Franks opposed the resolution.

The present by-Law 73A(3) was aimed at compensating firms or employers for the loss of time which was devoted to Society work.

The effect of the proposal would be that office-holders and council members would become part-time employees of the Society, with all the legal complications that would arise as a result.

David Payne (Nottinghamshire), a council member, said it was wrong for the proposal to proceed at a time when the profession was facing increased practising fees and compensation fund contributions, especially as payment would be back-dated.

Robert Venables (Westminster), a former council member, pointed out that as the present by-law stood, sole practitioners would be able to claim payment, and it had never been claimed that they became employees.

He had worked as a civil servant, and used part of his annual leave to deal with council work, and it seemed wrong that the civil service should be compensated for the work he had done in his own free time.

Council members deserved to be compensated for the hard work they did for the profession.

The president announced that it was her intention to direct a postal vote on the resolution.

Malcolm Fowler (Birmingham), a council member, supported the resolution.

The resolution was a logical extension of what had already been agreed in 2001.

The principle of payment had been established for a long time.

The point of direct payment would help to bring more young people and those doing publicly-funded work onto the council.

Twelve meetings a year was an understatement of all the work many council members carried out.

Margaret Bailey (Liverpool), council member representing trainee solicitors, supported the proposal.

Compensation would increase the diversity of the council and its boards and committees.

Vivien Stern (west London) pointed out that the 2001 resolution was a purely enabling measure and had been presented as such, with no intention to activate it.

She had opposed the earlier resolution and opposed the present resolution, because the profession could not afford it.

David Morgan (City of Westminster and Holborn) said the proposal would enable younger solicitors and those from disadvantaged backgrounds to come on to the council.

To reject the proposal would give the impression of a profession that knew the cost of everything and the value of nothing.

Colin Harris responded to the debate, with the leave of the meeting.

He stressed that it would be the choice of the individual as to whether payment would be made direct or to the firm or employer.

The advice the Society had received was that direct payment would not create an employment relationship, and subsequent exposure for the Society.

The proposal was back-dated to take account of the length of time it had been discussed in the council, and it was felt it should be related to the year in which the decision had been made.

On a show of hands, it was resolved by 82 votes to 11 as follows: 'That compensation shall be payable directly to council members or, if a council member so wishes, to his or her firm or employer (payments to firms or employers of council members having been agreed at the 2001 AGM) on such basis as the council shall determine, with additional compensation payable at levels determined by the council to the Treasurer (chair of the finance and resources board), the chairs of the other subsidiary boards and other council members of the main board, such compensation back-dated to 1 September 2002, and that the amendment to the by-laws in appendix II [of the notice of the meeting] be made.'

The president then directed a postal vote on the resolution, in accordance with by-law 29(1), as she considered the views of the members should be sought on the question.

Resolution 4 (option for office-holders to receive compensation directly)

Resolution 4 read: 'That by-law 73A(1) be amended by the insertion of "or, if the relevant office-holder so wishes, to him or her directly" after the words "president, vice-president and deputy vice-president" where they first occur.'

The president announced that she proposed, with the agreement of the meeting, to follow the same procedure for this resolution (and resolution 5) as for resolution 3 and ask Mr Harris, with the leave of the meeting, to present the resolution once it had been formally proposed and seconded.

The meeting was content with this course.

Geoffrey Sandercock then formally proposed resolution 4 and it was seconded by the vice-president.

Mr Harris explained the background briefly to this resolution and also resolution 5.

Resolution 4 followed logically from resolution 3 and was intended to bring the office-holders into line with the proposal for council members so far as payment of compensation was concerned.

Resolution 5 corrected an inconsistency whereby the timing of the office-holder payment was quarterly whereas the proposed payments to council members was not so restricted.

In answer to a question from John Franks, the president said resolutions 4 and 5 were simply about the method of payment rather than the principle, which was the case with resolution 3, and so she was not proposing to direct postal votes on these.

It was open to the meeting to demand a postal vote.

On a show of hands, it was resolved by 76 votes to 0 as follows: 'That by-law 73A(1) be amended by the insertion of "or, if the relevant office-holder so wishes, to him or her directly" after the words "president, vice-president and deputy vice-president" where they first occur.'

Resolution 5 (timing of payments of compensation to office-holders)

Resolution 5 read: 'That by-law 73A(1) be amended by the deletion of the word "quarterly".'

Geoffrey Sandercock formally moved and the vice-president seconded the resolution.

On a show of hands, it was resolved as follows: 'That by-law 73A(1) be amended by the deletion of the word "quarterly".'

Resolution 6 (opt-in membership system for recognised groups)

Resolution 6 read: 'That the Law Society refrain from requiring recognised groups to operate an opt-in membership system where this is shown to increase the costs and administrative burden of the groups and the Society does not meet such increased costs and administrative obligations.'

The president stated that this resolution had been lodged under by-law 15(1) by 38 members of the Society, whose names had been given in appendix VI of the notice of the meeting.

However, the resolution had been withdrawn and would not be moved.

Any other business

No member had any business to raise under this heading.

Vote of thanks to president

Peter Davies, Immediate Past President of the Associated Law Societies of Wales, moved a vote of thanks to the outgoing president, Carolyn Kirby.

Mr Davies said Ms Kirby had worked tirelessly for solicitors in Wales for 15 years as honorary secretary of the Swansea and District Law Society and since then had worked equally hard on a wider platform as a council member and then an office-holder.

She had given great dedication and enthusiasm to the work and, as the first woman president, had brought considerable style to the office.

She would be a hard act to follow.

Mr Davies expressed the sincere thanks of all solicitors in England and Wales to Ms Kirby for all she had done as leader of the Society, together with good wishes for the future.

The vote of thanks was carried with acclamation.

The president responded briefly, saying that although the role of president was not for the faint-hearted, she had been superbly supported by many people, including the office-holder team, council members, the main board, the chief executive and the private office.

She paid particular tribute to the support of her husband Robin, and finally congratulated her successor Peter Williamson, who she said would be a great president.

The president then invested her successor, Peter Williamson, with the badge of office as president.

The new president, Mr Williamson, extended his thanks and congratulations to Ms Kirby and outlined his hopes for the coming year, which would be an exciting one for the Society.

Among the issues to be tackled were the recent consultation papers on constitutional reform, improving access to justice, competition, changes in training, improving consumer redress and opening up new markets overseas for solicitors' services.

He looked forward particularly to the launch of the diversity access scheme at the annual conference, which contained measures to make the profession as accessible as possible to all sectors of the community.

Mr Williamson said he looked forward to working with the new vice-president (Ed Nally) and deputy vice-president (Kevin Martin) and with the chief executive, and said he was committed to doing his very best for all solicitors.

The new president then invested Mr Nally with his badge of office as vice-president.

The new vice-president responded briefly with appropriate remarks and in turn then invested Mr Martin with his badge of office as deputy vice-president, who likewise responded briefly.

Finally, the chief executive, Janet Paraskeva, invested Carolyn Kirby with a past-president's badge, as a memento of her year of office.

The meeting closed at 4.15pm.