LINX is a mutual company – owned by its customers – you, our members. There are no external shareholders to answer to and all major decisions are ultimately made by you the members. This can either be on your behalf by the LINX Board of Directors or directly by the members voting on resolutions at a general meeting. Each year there are typically two general meetings, the Annual General Meeting at the LINX Members’ Meeting in May and an Extraordinary General Meeting at the LINX Members’ Meeting in November. In some years there may be other EGMs, which again will typically be held as part of the LINX Quarterly Members’ Meetings. However, they don’t have to be on any particular date and, in the event of a particularly important need to consult the LINX membership, an EGM would be held. The LINX Board takes day to day control of the operation of LINX. The Board’s members are elected by you, the members. Two Board members retire by rotation each year and elections are held for the two vacant places at the May AGM. Other business conducted at the May AGM is the formal approval of the annual accounts for the previous calendar year. At the November EGM typical business includes the approval of the following year’s fees and the overall approval of the LINX Budget. From time to time, LINX updates the Memorandum of Understanding or its Articles and Memorandum of Association. These are the two constitutional documents which govern LINX’s formal agreement with each member and the basis on which LINX operates. Typically any changes to the MoU or the M&A will be announced in outline at the preceding quarterly meeting and a member consultation held over the following two months by email, with documents on the LINX website. Members are asked to approve those changes by voting on formal resolutions at the next AGM or EGM. In addition, as LINX is a membership organisation, there is a formal process which governs the expulsion of members who are in default of their obligations under the terms of the LINX MoU. Any such “suspended” members are listed with the notice for the AGM or EGM and any member can call for a vote. If a vote is called, the members present at the meeting can govern whether the member’s membership is terminated.
AGM in May and EGM in November
Because of the timing of LINX’s financial year, some matters cannot be dealt with in May, so a second meeting is held in November – an Extraordinary General Meeting or EGM. Though not that extraordinary since we hold it every year – typically held during the second day of the late November member conference.
Very occasionally where there is other important business to deal with, further EGMs can be called.
The business of a general meeting is presented to the members as a number of resolutions. The resolutions typically come from the LINX Board, or from the LINX staff with the support of the Board. However, any member can request a matter to be put to the members as a resolution.
Additionally, at the May AGM two of LINX’s Board elected directors retire in rotation and an election is held following the AGM for two new directors. Retiring directors can restand subject to certain term limits.
The final business at a general meeting can be to consider any suspended members and allows the members the opportunity to permit the suspended members to remain as members. If not, they are removed from membership at the general meeting.
The AGM in May
At the AGM, the audited accounts for the last financial year are presented and considered for approval by the members. The auditors are formally appointed for the following year. In addition any relevant matters, such as changes to the LINX governance documents may be considered.
Prior to the AGM any candidates for the two Board vacancies attend the member conference for a session to answer questions from the membership – the election hustings. Following the hustings and for the two weeks following the AGM members can vote in the ballot to elect the directors.
The EGM in November
The resolutions in November typically concern the budget for the following financial year.
Members are asked to formally approve LINX’s service fees and the elected directors’ remuneration.
In addition, any other matters can be brought for the members to approve.
Members' Approval
LINX operates on the basis of one member one vote – though where members are under common control, they collectively get just one vote. This applies to voting on resolutions and in the election. LINX’s voting is overseen independently by Civica Election Services, part of the respected Electoral Reform Society. They provide both voting by post and online.
Most resolutions are decided on a 50% majority, but special resolutions (which affect the main corporate documents) require a 75% vote in favour to be passed. The percentage is of those who vote for or against, non-voters or abstainers are disregarded.
The election of Board directors is decided by single transferrable vote.
In order to vote, a member needs to have appointed one or more person to act as their corporate representative. This is discussed in the section on voting at LINX general meetings.
The items to be considered at a general meeting are announced with a notice of the general meeting three weeks before the meeting. This is also circulated to the membership mailing list.
Any unusual matters which LINX will ask members to approve will typically be raised for consultation at the members conference three months ahead of the general meeting. There’s more elsewhere in the website on member consultations.
LINX AGM & EGM FAQs
The following are frequently asked questions about LINX General Meetings – AGMs and EGMs. If you have a question and this page does not answer it, please get in touch.
LINX is a mutual company – owned by its customers – you, our members. There are no external shareholders to answer to and all major decisions are ultimately made by you, the members. It is a measure of confidence in how LINX is run that such decisions are seen to have the support of the majority of members. Indeed, unless a certain number of members (the quorum) participate at a general meeting, the meeting’s decisions are not valid. In addition, LINX members are a varied collection of diverse companies. By as wide a range of members participating, it ensures that one single faction or single interest group does not deflect the direction of LINX from the general “good of the Internet” objective.
You can take part in a LINX AGM or EGM by turning up on the day. AGMs and EGMs are usually held in London. Any resolutions will be discussed in advance of the formal meeting. Before each Board election the candidates state their views on LINX and what they will do if elected to the LINX Council, and give members the opportunity to question them at the “hustings” session. Resolutions are voted on during the meeting and the election takes place following the hustings and over the two weeks following the AGM. If you can’t physically be there you can watch the webcast of the AGM or EGM, which is part of the webcast of the LINX Quarterly Meeting. You can use the IRC channel to ask questions of the candidates, which will be put to them during the hustings. For the election, there will be two weeks for you to cast your vote online after the discussion and the hustings. But if you can’t attend either in person or online, you can still cast your vote. You will be sent a voting pack approximately three weeks before the AGM or EGM and can simply visit the voting website and cast your company’s vote online – two weeks before the AGM for resolutions and two weeks after for the election of new Board members.
Three weeks before the AGM or EGM an email will be sent to the two mailing lists membership@linx.net and ops-announce@linx.net. It is a requirement that all members receive and read emails to these mailing lists, so someone in your organisation should be seeing this. If that’s not the case, please contact LINX Member Relations. At the same time, the formal notice of the AGM or EGM will be uploaded to the LINX website. When the LINX Quarterly Meeting is announced, there will be a link to the AGM or EGM notice embedded in the LINX Meeting agenda. The AGM or EGM formal notice will include links to any resolutions or documents in support of the resolutions. You can see if a LINX Quarterly Meeting has been announced by visiting the LINX home page, which will have a link to the meeting agenda. Within a few days voting packs will be sent by post and emailed to your Corporate Representatives. The postal copy is sent to the address we have on file for the main Corporate Representative (who we call the “Authoriser”) and email copies are sent to all email addresses we have on file for all Corporate Representatives. The voting packs contain details of the AGM or EGM and a printed voting form plus details of the online voting site. They also contain secure voting codes which you will need to quote to vote online.
Most importantly, you must be authorised to vote for your company. To see if you are authorised to vote for your company, visit the Corporate Representation page of the LINX website.
- At the meeting in person: Please follow the same process for voting online. If you have any difficulties simply ask any member of the LINX staff at the meeting for help. They will also be able to let you use a laptop to access the voting site and vote if you don’t have access to a suitable device at the meeting. You do, however, have the right to vote in person on the resolutions, though we discourage this as it is easier to vote online. But if you do want to vote in person, or have left voting too late for the online process, we will facilitate that using voting cards at the meeting.
- By proxy at the meeting: You can authorise another member of LINX who will be at the meeting to vote on your behalf as they see fit. Details of how to do this are in the voting packs.
- By post: The printed voting pack sent to your main Corporate Representative includes a voting paper and a reply paid envelope – valid overseas where countries support this. Simply complete the form and return it in good time in the envelope. Replies must be received by Electoral Reform Services at their Election Centre in London by close of business hours in London the day prior to the meeting. You can only vote in this way on any resolutions – you must vote online in the ballot to elect the Board.
- Online: Visit the online voting site listed in the voting pack posted or emailed to your company. There you will need to quote the two parts to the voting secure code listed in the voting pack and will then be able to specify your vote. Where there is a significant number of votes, we also allow a “Quick Vote” to vote as the Council recommends in all resolutions with just a single click. Online voting on resolutions closes thirty minutes before the AGM or EGM. Online voting in an election closes at noon on the day two weeks following the day of the AGM.
If your company does not appear to have received any printed or emailed voting packs, please first check who should receive them and make sure they have checked their email and postal in trays! To see who is authorised to vote for your company, visit the Corporate Representation page of the LINX website. The online pack will be emailed from onlinevoting@electoralreform.co.uk – please make sure your Corporate Representatives will receive email sent from this address, and please check their spam folders for mail sent from onlinevoting@electoralreform.co.uk. If you don’t have any people registered to vote (they’ll be shown as an Authoriser or a Voter), or you do and they have not received a voting pack, please contact LINX Member Relations. We may need to ask for formal documentation to support the authorisation of Corporate Representatives, so please try and do this well in advance.
To see who is authorised to vote for your company, visit the Corporate Representation page of the LINX website.
- Voters: Can vote at a LINX meeting in person and will be sent an email containing the voting security codes.
- Authorisers: Can vote at a LINX meeting in person and will be sent both a printed voting pack and an email containing the voting security codes.
