Special Resolutions on Voting right of MSFHK Employees

Motions on voting right of MSF HK employees

Background

In August 2016, MSF Hong Kong General Assembly passed a motion regarding the voting right of the office staff at the local board election. The motion asked the MSF Hong Kong (MSF HK) Board to explore different possibilities, including weighted voting, to dilute the potential undue influence of office staff in the MSF HK Board election, to avoid potential conflict of interest.

The motion that was passed reads as below:

In order to avoid potential conflict of interest by locally contracted staff on the governance of associations, MSF Hong Kong General Assembly believes employees on local contracts shall not have full voting rights in the Board election of MSF Hong Kong. MSF Hong Kong also recommends that this principle should apply to all Institutional Members of MSF International. Before the 2017 IGA, the Board of MSF Hong Kong shall explore different possibilities, including weighted voting, to dilute the potential undue influence of staff on local contracts on voting in the MSF Hong Kong Board elections, the budget and the appointment of the auditors.

In 2016-17, the International Board (IB) conducted debates on the voting rights of the staff on local contracts across the movement. Based on the feedback, the IB recommended that Institutional Members should take responsibility for deciding if local contract staff can or cannot vote in local board elections and requested that they pay particular attention to any risk of conflict of interest. A motion then was proposed and later approved at International General Assembly (IGA) in July 2017 to amend the Internal Rules of MSF International on voting rights. The amendments approved at the IGA 2017 are:

- to delete the clauses prohibiting local staff from voting on local board elections, and
- to add a new clause stating “Employees on local contracts may be entitled to vote in local board elections. This may lead to a risk of conflict of interest. Institutional Members should acknowledge and, if needed, address such risk by taking appropriate mitigation measures.”

To follow up the motions approved at the IGA 2017 and MSF HK General Assembly 2016, the MSF HK Board proposes the following motions to the MSF HK General Assembly. The two motions are two different options to deal with the risk of conflict of interest. In principle, only one of the motions should get approved and carried.

 

The article concerned in the motions is Article 39 of the Articles of Association of MSF Hong Kong:

Article 39 (original text)

Entitlement to vote

On a vote on a resolution, whether on a show of hands at a General Meeting or on a poll taken at a General Meeting:-

(a)  every member present in person has 1 vote; and

(b)  every proxy present who has been duly appointed by a member entitled to vote on the resolution has 1 vote

Motion (1) – No voting right for MSF HK employees on board election, approval of financial statements and appointment of auditors

MSF Hong Kong General Assembly believes that employees of MSF Hong Kong should not vote on MSF Hong Kong board election, approval of financial statement and appointment of auditors, to avoid any risk of conflict of interest. The approval of this resolution shall override the voting results of any other resolution on MSF Hong Kong employees’ voting right in this General Assembly.

MSF Hong Kong General Assembly hereby approves the amendment of Article 39 of the MSF Hong Kong’s Article of Association by adding:

“(c) except when voting on resolutions that may lead to a risk of conflict of interest for members who are employees of the Company, members who are employees of the Company shall not be entitled to vote. Resolutions that may lead to a risk of conflict of interest shall include resolutions concerning the Company’s board election, approval of financial statements and appointment of auditors. The Board has the discretion to decide if other resolutions could lead to a risk of conflict of interests for the Company’s employees and shall communicate the decision to the members in advance of the General Meeting.”  

 

Motion (2) – A weighted voting system is applied to ensure MSF HK employees’ influence is no more than one-third of the total votes

MSF Hong Kong General Assembly believes that all members of the association should be entitled to vote. However, mitigation measures are needed to address any risk of conflict of interests for members who are employees of MSF Hong Kong.

MSF Hong Kong General Assembly hereby approves the amendment of Article 39 of the MSF Hong Kong’s Article of Association by adding:

“(c) except when voting on resolutions that may lead to a risk of conflict of interest for members who are employees of the Company, a weighted voting system will be applied if the voting members who are employees of the Company constitute more than one-third of the total voting members. When the weighting system is applied, the weight of the votes of the Company’s employees will be adjusted to represent a maximum one-third of the total votes. Resolutions that may lead to a risk of conflict of interest shall include resolutions concerning the Company’s board election, approval of financial statements and appointment of auditors. The Board has the discretion to decide if other resolutions should require the application of weighted voting and shall communicate the decision to the members in advance of the General Meeting.”  

 

 

By: Wai Wai Lui