9 February 2005
Shariya Haniz Zulkifli

Constitution Committee Report

Proxy Votes – Issues

1. Issue Statement

To formulate guidelines and procedures for voting by proxy.

2. What are proxy votes?

• Proxy: A written authorisation given by a person to another party directing the party to vote on behalf of him or her (www.uscorporate.com/Glossary.htm)
• Proxy votes: Proxy Votes are votes tendered by member/s or individual/s who are appointed by other member/s to vote on their behalf’ (Guide for Meetings and Organisations by N E Renton, Volume 2, pg. 124).
• For Ordinary Members, this is covered in section 13.1 and for Board Members, section 15.5.3.
• Note that the appointment of a proxy is not sufficient for fulfillment of quorum purposes. For quorum purposes, only present members are taken into account. If its agreed that attendance could be by proxy, will need to amend constitution.

3. How do you appoint?

• Form of authorisation must be furnished to APTLD (pls see proposed draft)
• Method of submission: Fax, email, post or courier
  • Minimum time of submission: 2 days prior to meeting
• To accommodate travel time and verification of docs
• Perhaps could also be subject to Secretariat and Board's (1 board member?) discretion in exceptional circumstances
• Authenticity of sender
• Fax: is this ok?
• Electronic means:
  • will email suffice?
    • do we require higher level of authentication? If yes then to consider
    • digital signatures – too much
• online submission via website using userID and password

4. Appointment restrictions

• For Members Meeting
  • What is the maximum number of proxies a person can hold?
• Possible risk - proxy wars?
• Should members be given ability to approve/reject proxy appointments?
  • Not recommended
• For Board Meetings. In addition to the above:
  • Is there a maximum number of appointments?
    • If not, elected board member might not attend

5. Who do you appoint?

• Option 1: Should it be limited to APTLD members?
• Option 2: Should it be limited to the member's organisation?
• Option 3: Should it be extended to external parties?
• To discuss risks
• Combination of options?

6. Proposed Form

I / We _____________________________________________________

(person's name)

of

____________________________________________________________

(organisation name)

being a member of APTLD hereby appoint

____________________________________________________________

(person's name)

of

____________________________________________________________

(organisation name)

or failing him/her

____________________________________________________________

(person's name)

of

____________________________________________________________

(organisation name)

as my/our proxy to vote for me/us on my/our behalf at the meeting of members/Board

to be held on the _________ day of ___________ 20______ and

at any adjournment thereof.

___________________________________________________________

(Any restrictions on voting to be inserted here, for example “This form is to be used in favour of/against** the resolution”)

Signed this ___________ day of __________________ 20_______

___________________________________________________________

(Member/Representative's signature)

___________________________________________________________

(Member's name and organisation)