The President, Robert Sayer, was in the chair.
The chairman welcomed members to the meeting, confirmed that there were more than 50 members of the Law Society present and therefore declared a quorum.
The notice convening the meeting was taken as read.MinutesThe minutes of the annual general meeting held on 15 July 1999 had been printed in the Gazette (see [1999] 21 July, 38) and were taken as read.It was resolved that the chairman be authorised to sign the minutes as correct.Election of President, Vice-President and Deputy Vice-President 2000-2001The chairman said that there had been two candidates duly nominated for each of the offices of President and Vice-President, and three candidates duly nominated for the office of Deputy Vice-President.
Therefore, in accordance with by-law 76, there had been postal ballots for these offices among all the members of the Society.The chairman then called upon Simon Hearn of Electoral Reform Services, the Election Scrutineer, to deliver the Election Scrutineer's report on these elections.Mr Hearn reported that in the ballots for the election of President, Vice-President and Deputy Vice-President, the total number of voting papers returned by the due date had been 19,268.In the election of the President, 12,233 valid votes had been cast for Thomas Michael Napier, and 6,334 valid votes had been cast for Robert Sayer.
Thomas Michael Napier had therefore been elected.In the election of the Vice-President, 6,792 valid votes had been cast for Anthony Robert Bogan, and 11,473 valid votes had been cast for David Angus McIntosh.
David Angus McIntosh had therefore been elected.In the election of the Deputy Vice-President, there were three candidates and so the election had been conducted by single transferable voting, with 8,443 being the original quota required for election.
Carolyn Kirby had been elected at the second and final stage of the count.The chairman accordingly declared that Mr Napier had been duly elected as President for the year 2000-2001.The chairman then declared that Mr McIntosh had been duly elected as Vice-President for the year 2000-2001.The chairman declared that Ms Kirby had been duly elected as Deputy Vice-President for the year 2000-2001.Election of auditorsDeloitte & Touche having been duly nominated as auditors and there being no other candidate were declared duly elected.On the motion of the chairman, it was resolved that the thanks of the meeting be extended to the Society's auditors, Deloitte & Touche, for the care and attention which they had devoted to the Society's accounts during the past year.Election of Council membersVacancies had arisen on the Council in respect of 18 seat s, 16 arising by rotation under by-law 40(1)(d) and two as casual vacancies, which had arisen by the resignations from the Council of Michael Long, who had represented Constituency No 12 - Inner Sussex, and Derek Sands, who had represented Constituency No 27 - Manchester, Salford, Stockport and District, and which were being filled on the same timetable.In each of the constituencies concerned, the number of candidates had not exceeded the number of vacancies, and accordingly the chairman declared the candidates in these constituencies duly elected.Their names and constituencies were as follows: No 2 - The City of London: David Angus McIntosh; No 3 - Holborn: Peter John Williamson; No 4 - North East London: William Osborn Boyes; No 5 - West London: Angus John Andrew; No 8 - The City of Westminster: Charles Simon Jacques Fraser; No 12 - Inner Sussex: Patrick Wilfred Richards; No 17 - Dorset: John Arthur Sneary; No 18- West Country and Gwent: Richard James Cameron Ford; No 20 - Mid and West Wales: Carolyn Kirby; No 24 - Wolverhampton and Staffordshire: Albert William Heaselgrave; No 26 - Merseyside and District: William Andrew Myers Holroyd; No 27 - Manchester, Salford, Stockport and District (two seats): Nigel Gold Sydney Day and Jennifer Leeming; No 29 - Cumbria and Lancaster: Hilary Ann Siddle; No 30 - Northumbria: David George Michael Keating; No 31 - Yorkshire: Philip Christopher Hamer; No 34 - Lincolnshire: Penelope Owston; and No 40 - Essex: Trevor Anthony Murray.The chairmen then paid tribute to Council members who were that day retiring from the Council: Michael Long of Constituency No 12 - Inner Sussex, currently the longest-serving Council member, who was retiring after 18 years' service, Derek Sands of Constituency No 27 -Manchester, Salford, Stockport and District, who was retiring after 14 years' service, and Louise Delahunty of Constituency No 8 -The City of Westminster, who was retiring after one year.On the motion of the chairman, the meeting showed its appreciation of these members' services in the usual way.Non-constituency Council membersThe chairman said that there five vacancies for non-constituency Council members.
One casual vacancy had arisen by the resignation of Kamlesh Bahl (Commerce and Industry), and the Council had elected Karen Mason to fill this vacancy.Two casual vacancies had arisen by the resignations during the year of Andrew Prickett (Prosecution Matters) and Judge Kerry Macgill (Criminal Law and Legal Aid Practice), although these seats had been due to fall vacant by rotation in any case.The Council had elected Lesley Griffiths to fill the Prosecution Matters seat and Helen Cousins to fill the Criminal Law and Legal Aid Practice seat.
Two vacancies had arisen by the retirement in rotation of Peter Raymond (Financial Services and Investment Management) (who did not seek re-election) and Angela Deacon (Sole Practitioners).
The Council had re-elected Angela Deacon to fill the Sole Practitioners seat, but had not yet been able to fill the Financial Services and Investment Management seat, which would be re-advertised.On motion of the chairman, the meeting expressed its thanks to the retiring non-constituency Council members for their services to the profession.Annual report (resolution 1)As a departure from usual practice, the annual report had been published primarily on the Society's Web site, although hard copies had been available on request and were available at the meeting itself.
The chairman then moved resolution 1 on the notice of the meeting, the reception of the Annual R eport.
This was seconded by the Vice-President and President-Elect (Mr Napier).The chairman then put resolution 1 to the meeting.
It was resolved on a show of hands that the annual report of the Council be received.Accounts (resolution 2)The accounts had been circulated in summary form, although copies had been available on request and were available at the meeting itself.The Treasurer, Kenneth Byass (Loughborough), moved resolution 2, which was that the accounts signed by the auditors be approved.The Treasurer said that the Society always aimed to achieve a significant surplus and normally did so, but that over the last year expenditure on the change programme at the Office for the Supervision of Solicitors had meant that only a small surplus had been realised.The Gazette had increased its contribution to the Society's income, but administration expenses had increased.
Although the accounts showed a healthy cash position of £33 million, this was somewhat misleading since it reflected a particular stage in cash-flow during the year.The resolution was seconded by Robin ap Cynan (Shrewsbury), a Council member and a member of the Finance Sub-Committee.The chairman then formally put resolution 2 to the meeting.It was resolved on a show of hands that the accounts signed by the auditors be approved.Suspension and removal of Council members (resolution 3)Peter Williamson (Holborn), a Council member and a member of the executive committee, moved resolution 3 on the notice of the meeting, which was:'That the procedures in theby-laws for suspension and removal of Council members be reformed and that the amendments to the by-laws set out in appendix VI to the notice of meeting be made.'Circulated at the meeting was a modification of the wording of the proposed new by-law 68(1) set out in Appendix VI to the notice of meeting, and Mr Williamson proposed the adoption of the amendment to by-law 68(1) as so modified.Mr Williamson said the amendments to the by-laws were intended to improve and make more flexible the procedures for suspension and removal of Council members.The present suspension procedure was an inevitable precursor to removal and there was no provision for any form of temporary suspension while investigations took place.The Council felt that such a provision should exist, in the context of the dignity at work policy which the Society had now adopted.
The amendments also contained detailed provisions for safeguarding the rights of a member who was the subject of the procedures.Peter Raymond (Crowborough), a Council member, seconded the resolution.The chairman then put resolution 3 to the meeting.
It was resolved on a show of hands that the procedures in the by-laws for suspension and removal of Council members be reformed and that the amendments to the by-laws set out in Appendix VI to the notice of the meeting be made.EU Establishment of Lawyers Directive (resolution 4)Richard Hegarty (Peterborough), a Council member, moved the following resolution:'That for the avoidance of doubt the resolution passed by the annual general meeting on 15th July 1999 relating to the implementation of the EU Establishment of Lawyers Directive (Council Directive 98/5/EC) shall be interpreted as if the reference in that resolution to an Order in Council under Section 2(2) of the European Communities Act for the purpose of implementing that Directive was to regulations made by the Lord Chancellor for a similar purpose and that the date for coming into force of the amendments to the by-laws made by that resolution shall be the date of the coming into force of any such regulations.'Laurence Bennett (Liverpool), a Council member, seconded the resolution.The chairman then formally put resolution 4 to the meeting and on a show of hands it was resolved that for the avoidance of doubt the resolution passed by the annual general meeting on 15 July 1999 relating to implementation of the EU Establishment of Lawyers Directive (Council Directive 98/5/EC) shall be interpreted as if the reference in that resolution to an Order in Council under Section 2(2) of the European Communities Act for the purpose of implementing the Directive was to regulations made by the Lord Chancellor for a similar purpose and that the date for coming into force of the amendments to the by-laws made by that resolution shall be the date of the coming into force of any such regulations.Compensation to the firm or employer of the President (resolution 5)Resolution 5, notice of which had been given by 39 members whose names had been listed in appendix VII of the notice of meeting, was as follows:'That with effect from 1st September 2000 the maximum amount of compensation payable to the firm or employer of the President shall not exceed the salary payable to a district judge, and that the amendments to the by-laws set out in Appendix VIII of the notice of the meeting be made, to take effect from the same date.'David Savage (Farnborough), a Council member, proposed the motion.
Mr Savage said the question of compensation had been under discussion at various stages over the past ten years or so.
The Council had recently reviewed the matter buy had to failed to increase the compensation.Mr Savage reminded members that in 1994, when compensation for office-holders' firms or employers was introduced, it was fixed by reference to the green form scheme rather than, as had been originally proposed, a High Court judge's salary.The result was that a President's firm now received only £46,500 as compensation for the loss of fee-earning services, with the firms of the Vice-President and Deputy Vice-President receiving proportionate sums in relation to that figure.
Mr Savage referred to the review carried out by Professor Malcolm Grant of Cambridge University, which had recommended a substantial increase in compensation and rejected the arguments against increasing compensation, which had been set out in the Council statement which had been circulated with the papers for the meeting.
The members had to recognise that they got what they paid for.The motion was seconded by Michael Long (Brighton), a retiring Council member.
Mark Sheldon (City of London), a former President of the Society, supported the resolution.
He said that although he still had reservations about the principle of compensation, he felt that if it was going to be paid at all, it should be at a realistic level.Referring to his experience as a member of the Top Salaries Review Body, he felt that the Society should grasp the nettle.
Mr Sheldon noted that the Chairman of the Bar received the equivalent of a High Court judge's salary for duties which he felt were considerably less onerous than that of President of the Law Society.
The resolution was a step in the right direction.Vivien Stern (London) opposed the resolution.
In the 1994 postal vote the profession had overwhelmingly expressed support for compensation at the Green Form rate.
One argument at that time was that this basis would encourage the office-holders to work harder to achieve improvements in the Green Form rate.Mr Byass, the Treasurer, responde d to the resolution on behalf of the Council.
He said that the Council had decided not to proceed with an increase in compensation for two reasons.The first was the financial position of the Society, bearing in mind that a deficit of £6.5 million was expected and the proposed increase in the PC fee to £195, which meant it was not a good time for a hike in compensation.There was also a review of governance which was taking place, which could have considerable implications for the role of the office-holders, and therefore the compensation which would be appropriate.Mr Cusack (Greater Manchester) opposed the resolution.
He felt that adoption of the proposal by a small number of members at the AGM would send out the wrong messages to other members of the profession.
The Council was elected to take this sort of decision.Meg Andrews (Castleford), a Council member and a signatory to the resolution, said that maintaining the present basis of compensation sent a message to the Government that legal aid rates were satisfactory.
She felt Prof.
Grant had been appointed to review the position, and his recommendations should be implemented.
A better basis of compensation would make it easier for solicitors from all sectors of the profession to take office.David Morgan (Holborn) said that while it would have been improper for the Council to propose an increase in compensation, nevertheless the AGM was quite entitled to decide the matter.
All members had received notification of the business and the opportunity to put their views.
The proposal would help office-holders who came from small firms.The chairman then put resolution 5 to the meeting.
On a show of hands, [it was resolved by 35 votes to 24 that with effect from 1 September 2000 the maximum amount of compensation payable to the firm or employer of the President shall not exceed the salary payable to a district judge, and that the amendments to the by-laws set out in appendix VIII of the notice of meeting be made, to take effect from the same date.Compensation to the firms or employers of Council members (resolution 6)Resolution 6, notice of which had been given by the same 39 members, was as follows:'That with effect from 1st September 2000 compensation of £2000 per annum be payable to the firms or employers of members of the Council, that with effect from the same date compensation of £5000 per annum be payable to the firm or employer of the chairman of the compliance and supervision committee, and that the amendments to the by-laws set out in appendix IX of the notice of meeting be made.'Michael Long proposed the resolution.
Mr Long said that as a retiring Council member he was entitled to put forward this proposal since he was disinterested in the outcome.
He recognised that the amounts of compensation proposed were small, but a principle was at issue here.
There were a number of arguments why compensation for Council members should be introduced.It would increase the numbers of solicitors standing for election; it was significant that there were no contests this year.
It would encourage a wider range of candidates to stand for election.
It might alleviate difficulties members had in finding time to attend Council meetings.Derek Sands (Swinton), also a retiring Council member, seconded the resolution, and at the same proposed modifications to it, namely to 'delete' compensation' where it appeared, substituting 'an honorarium' therefor, to insert '(or to the members of the Council if appropriate)' after 'firms or employers of members of the Council' and '(or to the chairman if appropriate' after 'chairman of the compliance and supervision committee'.The suggested amendments to by-laws 73A(3) and 73A(4) were to be modified in a corresponding way.
Mr Sands said that the aim of these changes was to enable those Council members who did not have 'firms or employers' to receive compensation.Vivien Stern opposed the resolution, and said that it was not fair to expect the profession to meet the sort of expenditure.Mr Dawson supported the resolution.
He felt that some form of reward was certainly justified for all the work that Council members carried out.Mr Byass opposed the resolution on behalf of the Council.
He said many of his earlier arguments still applied.
He felt that the tax implications of making the payments honoraria had not been thought through.
It was also invidious to mention the chairman of the compliance and supervision committee in the resolution, when other members put in similar amounts of work and time commitment.The chairman then put resolution 6 to the meeting.
On a show of hands, the resolution was lost.Vote of thanks to the PresidentMaralyn Hutchinson, President of the Central and South Middlesex Law Society, proposed a vote of thanks to the outgoing President, Robert Sayer, paying tribute to his dedication and sincerity in the cause of reform, and this was carried by acclamation.
Mr Sayer replied briefly, and thanked his Council colleagues and the Society staff for their help.Transfer of badge of officeMr Sayer then transferred the President's badge of office to his successor, Michael Napier, with appropriate words.
Mr Napier said that he hoped he and the other new office-holders would work together as a cohesive team in achieving great things for the profession, the Society (through the reform programme) and the public which the profession served.He was aware of the importance of the staff and would be speaking on the next day to staff at Redditch and Leamington Spa.
Mr Napier concluded by thanking his family and partners for their help and support.The new President then invested Mr David McIntosh with the badge of office of Vice-President.
Mr McIntosh reaffirmed his commitment to work with the other office-holders in raising the standing of the Society and the profession, and paid tribute to the encouragement he had received from his family and the City of London Law Society.The new Vice-President then invested Mrs Carolyn Kirby with the badge of office of Deputy Vice-President.
Mrs Kirby responded briefly, saying she was aware of the size of the task ahead of the new office-holder team but looked forward to working with the other office-holders in tackling it.The chairman declared the meeting closed at 4.03 pm.
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