The AGM is done. You won’t believe what happened with resolution 2!!!

AGM (Annual General Meeting)

UPDATE March 23, 2022:

St. Anthony really worked fast this time around! The official results of the resolutions at the latest AGM (our copy) have finally been made public just a few hours after this post being published.

It’s official! Saint Anthony, the patron saint of lost things, is being summoned by these Diaries for the first time in 2022… And it’s no small ask we have for him: the results for the voted resolutions at the latest AGM are still missing!!!

At the APEEE AGM on 3 February nine resolutions (our copy) were voted. Among them, one stood out and was the subject of an article of this blog on why it should be voted down. This resolution is also the reason why the results of the votes on all nine resolutions have not yet been published on the website of the APEEE as of the time of publishing this article.

Being a proposed change to the statutes, resolution 2 required a 2/3 quorum of class representatives to be present at the meeting and also a 2/3 majority of present (or represented by proxy) class representatives to vote favourably for it. This comes from some very simple and straight forward reading of the statutes of the APEEE, namely article 22 paragraph 3, that sets the necessary 2/3 quorum and paragraph 4 that sets the necessary 2/3 majority (here is the French original version). I would also like to point out that these provisions are not something new and have probably been part of the APEEE’s Statutes for decades, if not since the creation of the APEEE.

With this in mind, I must say that I find what happened at the AGM quite surreal.

The first situation that raised eyebrows came bye when the chair noticed his beautiful resolution was about to go belly up… At this point, in a desperate move he suggested a change to the text. The problem with this is that this is now allowed since under Belgian law any change to the Statutes must be communicated to all members one month before the date of the AGM. But of course the blind urge to have a written procedure to be able to rule by telegram would not let these legal matters to get in the way, would it?

The second situation that makes me think that both Magritte and Dali were in the room, happened after the chair called the vote on resolution 2 and the results were displayed on the screen (see image to the right). At this point, without any hesitation the chair declared the resolution adopted. Gladly, later in the meeting one of the class representatives attending the meeting could get the microphone, (which was muted for most of the meeting attendees) and told the chair that the vote on resolution 2 had not passed because, even if there was the necessary quorum, it had not achieved the necessary majority in the vote for it to be adopted. The chair decided to ask for a second opinion to the head of the electoral committee, who, in turn, said he would need a written legal opinion on the interpretation of the relevant Statutes rules. But the most amazing thing was that all this went down while the APEEE lawyer was present at the meeting and no one bothered to ask him about it. I would have suggested it… but I was muted… like everyone else! The bottom line is that, almost one month later, here we are still waiting for the legal opinion and the results of the votes to be published…

But this actually gets much better… Last year, a similar resolution was proposed for a vote… and failed (see resolution 3 – our copy). But, brace yourselves, it failed with a higher percentage of vote than it got this year… Last year it got 57,11% of the vote and this year it got only 56,15%  but passed… 😮

To be fair, the last year’s voted resolutions mention that resolution 3 didn’t pass for lack of quorum and not for not reaching the required majority. However, since the attendance statistics for that meeting were not published (like was usual in the past) and there is also no reference to the absolute number of class representatives that voted in that resolution, it is not possible to assert if the quorum was or was not reached. In parallel, there is a reference to the results of the vote itself (in percentages). This leads me to believe that either the reference to lack of quorum is a mistake and what was meant was lack of majority – a common mistake among the laymen in these matters, or the listing of percentages of Yes, No and Abstentions in the vote is totally useless because if there was no quorum in the first place then the vote is irrelevant.

Confusing? Yes! Surprising? Not really… After all this was served to us by the same APEEE which publicly declares that the participation of the Portuguese class representatives (our copy) to the AGM of 23 January 2020 was, brace yourselves one more time, 109,52%… The care devoted to these matters is absolutely unprecedented… 😁

So, lets all get our hands together and repeat after me this prayer to our favourite saint: “Dear St. Anthony, please look around, the resolutions are lost and must be found.”