Kia ora koutou e te whānau o Wakatū,
Outcome of Special Resolution, Wakatū SGM, 23 March 2024
At our Special General Meeting (SGM) held in Wellington on 23 March 2024, we asked our whānau to consider a Special Resolution to approve online and postal voting in relation to the election of Board members to the Wakatū Committee of Management (the Wakatū Board).
We had previously discussed this issue at the 2023 AGM in Nelson and the feedback received was that the process for voting in elections should be as simple and accessible for shareholders as possible.
The Special Resolution presented to the SGM in Wellington on 23 March was:
“THAT the shareholders approve voting in relation to election to the Committee of Management, to include voting online or by post, as well as in person or by proxy at the Annual General Meeting or any Special General Meeting, and any such vote will be determined on shareholding.”
Rationale for the Special Resolution
The rationale for the Special Resolution is to ensure and promote wider shareholder and whānau engagement in the decision-making affairs of Wakatū, by making it easier for shareholders to participate in voting for Board members in Wakatū Board elections via postal and online methods, as well as in-person. The Board is supportive of ensuring as many shareholders as possible can vote in our Board elections.
Our current voting process means that only those present in person at the SGM or AGM (or those who submit proxies) can vote for the election of Board members.
Under the Special Resolution, both in-person and proxy methods of voting would remain in place. Voting online and by post would be additional methods and would enable greater participation for our shareholders. Providing for online and postal voting is also consistent with the practice of other modern Māori incorporations and entities.
If the Special Resolution was approved, the intention was that the new voting process would be in place for the 2024 AGM to be held in Nelson.
Special resolution unsuccessful
Despite a clear majority support for the Special Resolution at the SGM, it did not pass.
Approximately 90% of Owners present at the SGM voted in a show of hands in support of the Special Resolution. Voting by a show of hands has been our usual practice and method for voting on special resolutions for the past 47 years. It is also what is provided for as the first method of voting, under the Māori Incorporations Constitution Regulations 1994. A show of hands is counted as one owner, one vote.
However, following voting by a show of hands at the SGM, a poll vote* was demanded by six Wakatū shareholders. A poll vote can be called for by five or more shareholders (or those with no less than 10% of the shareholding). This meant the resolution had to be decided on the basis of voting according to shares held, rather than a show of hands as is our usual practice.
The results
The Special Resolution was defeated based on the poll vote (voting according to shares held). The formal results are:
In total, 108 shareholders were present and voted at the 23 March 2024 SGM (or submitted proxies). This represented 23% of the total Wakatū shareholding (or 2,458,164 shares of a total 10,442,592 shares).
96 shareholders voted for the resolution (930,690 shares or 38% of the shareholding vote)
12 shareholders voted against the resolution (1,527,474 shares or 62% of the shareholding vote)
Why this result is of concern
Fewer shareholders have the opportunity to vote in Wakatū Board elections.
The Wakatū Board is concerned that at the SGM, a small minority of shareholders, holding a majority of shares, prevented a special resolution from passing, which would ensure more shareholders can vote in Board elections.
This result is concerning for the following reasons:
At the SGM, a number of shareholders spoke in support of the resolution. The vast majority (90%) voted for the resolution by a show of hands, before the poll vote was demanded.
At its heart, the special resolution is simply about providing more shareholders with the ability to vote and participate in Board elections. That is the right of all Wakatū shareholders.
Those shareholders that voted against the special resolution effectively voted against more shareholders being able to have a say in the affairs of Wakatū and specifically in the election of new Board members, which is a critical decision that rests with all shareholders.
Board members play a crucial role in determining the direction and values of our organisation. It is important that all shareholders are able to participate in the voting process for the election of Board members, regardless of whether they are able to attend the SGM and AGM in person.
We have had feedback that it is difficult for some whānau to attend SGMs and AGMs in person, for financial and other reasons. We want to ensure that all our shareholders have the right to vote and can participate via online and postal methods – and that this right is not just for those who are able to attend an SGM or AGM in person.
Providing greater choice in the way shareholders can have a say in our election processes is best practice for modern organisations. Without this resolution, Wakatū fails to stay in step with modern and best practice.
We know that many of our younger shareholders prefer to vote online or by post. As an intergenerational organisation, we need to ensure we understand and include their voices in our decisions. We believe that without the ability to vote online or by post, our younger and future whānau, as well as those whānau who live remotely are less likely to participate.
Next steps
It is important to us that all shareholders, regardless of whether they can attend meetings in person, are able to participate and vote on important matters such as the election of Board members, via online and postal methods as well as in person.
For this reason, we have convened a Special General Meeting (SGM) on Saturday 11 May 2024, to be held 9am-11am at Te Ara Poutama, Nelson Boys College, 67 Waimea Road, Nelson, specifically to discuss this issue and to present the Special Resolution again for consideration in Whakatū (Nelson). We believe this is an important kōrero to have with our Owners and whānau in Whakatū.
We will also be able to provide those present with a general update and use this as an opportunity for further kōrero on Incorporation matters.
Please see the Notice of Meeting, which sets out the details relating to the forthcoming SGM.
Ngā mihi nui,
Johnny McGregor
Wakatū Board – Chair
* Under Māori Incorporation regulations, it can be demanded that voting is counted by way of shares. This is called demanding a poll. This demand must be made by at least five people at the meeting with a right to vote, or by voters with at least one-tenth of the total votes. For more on this process, visit: MLC-incorporations-english.pdf (xn--morilandcourt-wqb.govt.nz)