On 27 August, there was a Zoom meeting at which Albert Beale, Andrew Rigby and Glyn Carter were chosen as directors of Peace News Ltd.
The staff of Peace News did not recognise their authority and refused to follow their instructions. Why?
These three men had been appointed through a very odd process that began with an illegitimate vote.
Peace News Ltd, like its parent company Peace News Trustees, has ‘Members’ of its company. They are sort of like shareholders, except there is no financial benefit to the Members from being Members, and they don’t really ‘own’ anything.
The AGM of Peace News Ltd (like the AGM of PNT) is where the Members of the Peace News company gather to choose directors.
In July, PNT organised an email vote of Peace News company Members to vote on a strange proposal. This said that, from then on, only PNT (Peace News Trustees) could choose Members of the Peace News Ltd company.
There’s is nothing in the constitution of Peace News Ltd (its ‘articles of association’) allowing email votes, but this is allowed by the Companies Act 2006.
However, the Act does not say that Members, by themselves, can organise a ‘written resolution’ vote. They can force the directors of a company to hold such a vote, but there is nothing in the Act that says some Members can just organise such a vote all by themselves. The email vote PNT organised seemed to be outside the law.
More importantly, the vote was not quorate. According to the Peace News Ltd articles of association, eight Members have to attend an AGM for it to be able to take decisions. The quorum is eight.
PNT only circulated their email vote to five people.
More importantly, at that time, there were actually only six Members of the Peace News Ltd company. Eight were listed on the Companies House website but one had actually resigned last November and the eighth Member (when the staff got in touch with him) thought he’d resigned years earlier.
So the vote giving PNT the power to appoint Members of the Peace News Ltd company was illegal.
Despite being told this, Peace News Trustees then ‘appointed’ some Members of the Peace News Ltd company.
It was those people who had been misled into believing they were genuine Members of the Peace News company who then ‘appointed’ PNT directors Glyn Carter, Andrew Rigby and Albert Beale as directors of Peace News on 27 August. Glyn and Andrew and Albert had organised the whole thing, starting with the illegitimate email vote in July.
This is why the outgoing staff refused to take orders from the three new ‘directors’ of Peace News Ltd in their last days on the job.