From The Society of Authors:
Thank you to all SoA members who joined this evening’s online Annual General Meeting – to everyone who spoke and to everyone who voted.
Our AGMs are an essential part of the SoA’s democratic process. They provide a space where views can be shared and debated, and are designed for a range of voices to be heard and for the SoA membership to have a say in key decisions and future plans.
We hope that everyone who participated felt that the agenda was managed with fairness and clarity.
Results of voting
The results of the voting on Resolutions 1-7 (see 2022 resolutions below), which was managed securely online by Mi-Voice, was as follows:
· Resolution 1: CARRIED — 100% FOR (665 FOR / 1 AGAINST)
· Resolution 2: CARRIED — 100% FOR (687 FOR / 0 AGAINST)
· Resolution 3: CARRIED — 98% FOR (686 FOR / 11 AGAINST)
· Resolution 4: CARRIED — 99% FOR (680 FOR / 10 AGAINST)
· Resolution 5: CARRIED — 90% FOR (605 FOR / 70 AGAINST)
· Resolution 6: NOT CARRIED — 79% AGAINST (593 FOR / 161 AGAINST)
· Resolution 7: NOT CARRIED — 81% AGAINST (608 FOR / 143 AGAINST)
Next steps on Resolutions 3-5
Members voted FOR Resolutions 3-5, giving us the remit to begin a year-long consultation into the roles of Council, President and Management Committee to ensure that they are able to serve the SoA and the wider author community as effectively as possible. This will include a review of our uses of social media.
We will not elect a new President during the period of the consultation, and we will present our recommendations at the 2023 AGM.
Council members Tracy Chevalier and Simon Brett will join Barry Kernon as our shareholders. Thank you to Sir Philip Pullman and Sir Antony Beevor for serving to date.
The Council will be renamed SoA Fellows, and our Articles, Rules, Byelaws and Trust Deeds will be updated to reflect this.
Next steps on Resolution 6
Members voted AGAINST Resolution 6, which called for Management Committee Chair Joanne Harris to step down.
The Society of Authors is a democratically run organisation. The election of the Management Committee is part of that democracy, as is the election by the Management Committee of a Chair – and so too is Members’ right to raise any concerns they may feel. Members overwhelmingly opposed the resolution and endorsed their support for Joanne Harris as Chair.
We look forward to continuing to work with Joanne Harris as Chair and the rest of the Management Committee, including new members Nick Rankin and Harriet Evans.
Next steps on Resolution 7
Members voted AGAINST Resolution 7, which called for the SoA to set up a subcommittee to review its approach to protecting free speech.
As the Management Committee made clear in their response to Resolution 7 (below), that although freedom of expression is not a core ‘stated aim’ of the SoA, we nevertheless already do a great deal of work to promote it. The results of the vote on Resolution 7 will not change that. In particular, we will continue to lobby and work with our partners against threats to freedom of expression at home and overseas, and we will continue to work with individual authors whose freedoms have been limited, contractually or otherwise.
Resolution 1: that the minutes of the meeting held on 18 November 2021 be approved
Resolution 2: that the Company’s annual report and accounts for 2021 be approved
Resolution 3: that the SoA undertakes a consultation on the roles of the Council, President and Management Committee and makes recommendations to the 2023 AGM. During this time, the SoA Council will not elect a new President and the references to the President in Clause 22.7 and 23 of the Articles shall be amended from:
22.7 The President shall chair meetings of the Council.
22.7 The President shall chair meetings of the Council. If there is no President in place or present at the meeting, then the meeting shall be chaired by a person appointed by the Council at the meeting.
The President shall be elected by the Council from among its members, for such term not exceeding five years (renewable once) as the Council shall determine and may be removed from office by it at any time by a simple majority resolution of the Council.
- If the Members resolve that a President should be appointed then the President shall be elected by the Council from among its members, for such term not exceeding five years (renewable once) as the Council shall determine and may be removed from office by it at any time by a simple majority resolution of the Council.
Resolution 4: That Clause 2 of the Bye-laws be amended from:
- Holding of shares by nominees
The Society is a company limited by shares and its shares are held by and registered in the names of three Nominees, being the President, the Treasurer and a member of the Council (the Official Nominee) designated by the President. The Nominees are obliged under a Trust Deed only to act in accordance with resolutions passed by the Members from time to time so that the Members have full power to control how the rights attaching to the Society’s shares are exercised. These Bye-Laws set out how relevant decisions are to be made by the Members.
- Holding of shares by nominees
The Society is a company limited by shares and its shares are held by and registered in the names of three Nominees, being the Treasurer and two members of the Council (the Official Nominees) designated by the Council and chosen from willing candidates in any way the Council see fit. The Nominees are obliged under a Trust Deed only to act in accordance with resolutions passed by the Members from time to time so that the Members have full power to control how the rights attaching to the Society’s shares are exercised. These Bye-Laws set out how relevant decisions are to be made by the Members.
Resolution 5: That the name of the Council be changed to ‘SoA Fellows’ and individual members of the Council be called ‘SoA Fellows’ and that all references in the Articles, Rules, Bye-laws or Trust Deed be amended accordingly.
Additional resolutions proposed by SoA members
Resolution 6: That in light of her documented behaviour and comments, which are not compatible with the Society’s goals of protecting free expression and their policy of dignity and respect, that Joanne Harris stand down as Chair of the Management Committee.
Resolution 7: That in the light of disturbing recent press coverage about the Society, that the Society urgently reviews how to pursue its stated aim “to protect free speech” and puts in place a robust framework to do so, including a member and Management Committee working group that looks at how best to protect the fundamental right of all authors to express themselves freely within the law, and to uphold the impartiality expected of the Society, including all who govern and work for it. This should include a sub-committee of the Management Committee.