The Letter from Michael Sheridan, Secretary, Scottish Law Agents Society:
Law Society of Scotland
LP 1 EDINBURGH 1
Reconvened Special General Meeting – Friday, 16th April, 2010
10am – Sheraton Grand Hotel, Edinburgh
"I wish to acknowledge receipt of your notice dated 8th April, 2010 intimating the above meeting and I confirm that myself and many colleagues have made arrangements to be in attendance. I refer also to the subsequent communication advising that the above meeting had been postponed until 21st April. My understanding is that, the above meeting, having been properly convened, no further adjournment of the meeting can be made other than by the meeting itself and that the purported postponement has no legal effect. I have taken informal advice which supports that understanding. The matter is now in the hands of the meeting itself and not in the hands of the Registrar or of the Council of the Law Society
"Accordingly, I wish to intimate that myself and many colleagues propose to attend the above meeting as convened and I would be very much obliged if you would confirm that all necessary arrangements shall be made to enable this meeting to take place. In particular, I would be obliged if you would confirm that facilities will be available for-
accommodation for the meeting; the checking of membership; the ascertainment of proxy votes;
the recording of minutes and also that all other necessary arrangements shall be in place to enable the meeting to proceed. I note also that there has been a suggestion that it may be competent, if authorised by the meeting, that the holders of proxies might assign those proxies to other members of the Society and I would be much obliged if you would confirm that no such arrangements shall be sought and if you would confirm that it would be incompetent in any case to do so.
"I have checked with the Sheraton Hotel at Edinburgh and understand that the booking for the meeting has been cancelled and I have re-reserved the same accommodation and I would be obliged if you would now confirm that booking at the hotel and confirm also that you have done so.
"If, however, you have any view upon which the above meeting may validly be postponed until a later date without the meeting authorising the same, then I would be obliged if you would let me know the basis on which you form such a conclusion so that I may seek confirmatory advice.
"I have a great concern here that, if we do not proceed with the meeting as convened on 16th April, then the membership may lose the meeting altogether, including the substantial expense which has been incurred, all as a result of the inability of the Law Society to apply its own Constitution and Standing Orders and what all of that may lead to.
"Of course, I do not have available the same resources as yourself as to publication and circulation but, because of the matters raised and the shortage of time available I propose to publish this letter as widely as possible and would ask you to consider assisting in its publication and circulation to the profession together with any explanatory notes you may wish to add, so that the profession may be aware that members intend to proceed with the meeting on 16th April.
The Society's reply:
"Thank you for your letter of today. We have given your interpretation of the Constitution very serious consideration and I can now advise that we do not agree with your understanding of it. The Special General Meeting intimated as taking place on Wednesday 21 April at 10 am in the Sheraton has been convened in accordance with the Constitution and therefore is the reconvened meeting previously adjourned on the 25 March. It will therefore go ahead on that date at that time and at the place specified. The meeting is in the hands of the chair of the meeting to reconvene and he has done so.
"As you are aware the first communication to arrange a date contained an error relating to the submission of proxies. As you may know it was one of your members, amongst others, who raised this issue. As a result the meeting proposed to be held on 16 April 2010 would not have been a properly convened meeting in keeping with the Constitution and its outcome open to challenge. We believe this would have been unfair, not least to yourselves. We have therefore issued a fresh notice correcting the proxy position and allowing the requisite 7 days' notice, which would run to the 21st.
"Please do not be concerned about losing the opportunity to vote your (or indeed anyone’s) proxies. There is every opportunity to do this on the 21st. We have also made accommodation for any proxy holder to make amendments if need be regarding their ability to re-attend. This will be via a suspension of standing orders at the start of the meeting, subject of course to the meeting accepting this. This will ensure that every valid proxy provided is able to be exercised. I have already written to those who hold proxies to ensure that they understand what they need to do if they cannot attend.
"Given the above it is important to clarify that the Law Society will provide no meeting facilities at the Sheraton on Friday of this week. We have advised the hotel that there is no booking in the name of the Law Society of Scotland and we have also advised the hotel that the Law Society of Scotland will not pick up any additional cost for arrangements for Friday or for any other day made by anyone other than a Law Society member of staff. The hotel agreed to move our booking from Friday to Wednesday at no additional cost to the membership and so there has been no “substantial expense” as you describe.
"We will not circulate your letter to the entire membership. They have been given the notice of the properly convened meeting and it is important that the Law Society does not confuse our members further by providing correspondence which might muddy that picture.
"We are aware that you have published your letter and we can see that it appears on your website and on the Firm magazine’s website. We will provide the Firm with a copy of our response and hope that they will publish it in full and we ask that you afford us the same opportunity on your website so that our and your members are not confused about the date on which the meeting will take place.
The Law Society of Scotland"