How voting at the AGM works

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Members sometimes ask us how voting at AGM works. In particular, the voting arrangements for resolutions, and the difference between specified votes and discretionary votes.

The voting process we follow is specified in the National Trust's Parliamentary Scheme (clause 40).
The detailed arrangements for voting on each year’s AGM business are described in the voting forms which are sent to members before the AGM (usually in our autumn magazine and online). Our voting management services are handled by independent external scrutineers, Civica.
The resolutions are written by the proposers and should be read carefully by members as votes cannot be amended once submitted.

Voting on resolutions

Members can vote on resolutions in two ways:

1. Before the meeting by proxy – if the member is not attending the meeting, they can vote by proxy. This means that the member can appoint the chairman of the meeting to vote on their behalf. Members can use the voting forms or online voting system to do this in two ways:

  • to direct the proxy how to vote (this is called a ‘specified’ vote)
  • to leave the proxy to vote as he/she thinks fit (this is called a ‘discretionary’ vote)

2. At the meeting in person – if the member is attending the meeting, they can vote on the resolutions themselves.

If the vote is successful then the resolution is carried. However, the outcome is not binding and the National Trust Board of Trustees will usually discuss and reflect on the outcome of a carried members’ resolution. Under the terms of the Parliamentary Scheme, the Trustees are free to take a position for or against a members’ resolution and may not necessarily determine an outcome that aligns with the voting results.

If the vote is not successful then the resolution is not carried.

The results of voting on resolutions are published in a way that makes clear the total number of specified and discretionary votes that have been cast for or against any resolution, and the total number of abstaining votes.

The results will also indicate whether a resolution has been carried or not carried.

Voting on the elections to our Council

Members can only vote on the elections to our Council in advance of the AGM. Election voting is not conducted at the AGM and proxies cannot be appointed.