Spiritual Discernment, the Incorporated Organization, and Corporate Law: The Case of Quaker Business Method
Abstract
:1. Introduction
2. Quakers and QBM
“Friends [Quakers] are not fundamentally opposed to democracy…Rather, the process is based on the understanding that God’s followers understand that they operate within a theocracy, not a democracy. The goal when Christians gather to make decisions is to listen to God’s voice: not to find what the majority can support, but find what those present understand to be God’s will.”
3. UK Private Limited Companies
4. Use of Silence
5. Clerking
6. Voting
7. Conflict Resolution
8. Conclusions
Author Contributions
Funding
Conflicts of Interest
References
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1 | This paper contains a number of footnotes regarding the practice of QBM which have been taken from the current UK edition of Quaker Faith and Practice. |
2 | For an in-depth analysis (see Bradney and Cownie 2000; Burton 2017; Eccles 2009; Mace 2012; Muers 2015; Sheeran 1983). |
3 | QF&P 2.90. What is required is a willingness to listen to what others have to say rather than to persuade them that one’s own point of view represents what is right and proper. |
4 | QF&P 3.06 We do not vote in our meetings, because we believe that this would emphasise the divisions between differing views and inhibit the process of seeking … We must recognise, however, that a minority view may well continue to exist. |
5 | QF&P 3.14 Do not be afraid to ask the meeting to wait while you prepare your minute. You will then usually be able to complete it and have it accepted in that meeting. In some cases you may need to have time for reflection and to bring in a minute after an interval in the meeting, and QF&P 3.15. Acceptance of a minute must be a deliberate act. Even if it is not thought necessary to read out the whole of an agreed draft minute again at the moment of acceptance, the meeting must be sufficiently aware of its terms from the preceding exercise to be conscious of uniting to accept it. It is at the moment of accepting each minute that the united meeting allows you to record it as a minute of the meeting. It is good practice for the rough minutes to be signed at the meeting’s conclusion. This also gives the clerk authority to sign any fair copy once it is certain it has been correctly transcribed … It is undesirable that minutes should be prepared afterwards for presentation to a later meeting when the membership may not be the same as that which originally deliberated. |
6 | QF&P 2.90. What the meeting must learn to discern is its rightness, not how many people support it, QF&P 3.02. In our meetings for worship we seek through the stillness to know God’s will for ourselves and for the gathered group. Our meetings for church affairs, in which we conduct our business, are also meetings for worship based on silence, and they carry the same expectation that God’s guidance can be discerned if we are truly listening together and to each other, and are not blinkered by preconceived opinions. It is this belief that God’s will can be recognised through the discipline of silent waiting which distinguishes our decision-making process from the secular idea of consensus. We have a common purpose in seeking God’s will through waiting and listening, believing that every activity of life should be subject to divine guidance, and QF&P 3.06. The unity we seek depends on the willingness of us all to seek the truth in each other’s utterances; on our being open to persuasion; and in the last resort on a willingness to recognise and accept the sense of the meeting as recorded in the minute, knowing that our dissenting views have been heard and considered. |
7 | QF&P 2.90 What is required is a willingness to listen to what others have to say rather than to persuade them that one’s own point of view represents what is right and proper. |
8 | QF&P 2.90 The reiteration of one point by several Friends each in their own way lends no weight to the point. What the meeting must learn to discern is its rightness, not how many people support it. |
9 | QF&P 3.04 We have learned to eschew lobbying and not to set great store by rhetoric or clever argument. The mere gaining of debating points is found to be unhelpful and alien to the spirit of worship which should govern the rightly ordered meeting. |
10 | QF&P 2.90 Postponement and delay settle minds and assist the process of coming to a united mind. Above all, those who take opposing views come to find that the discipline of waiting has mysteriously united them. |
11 | QF&P 3.04 and 2.90. We should neither be hindered from making experiments by fear or undue caution, nor prompted by novel suggestions to ill-considered courses. New possibilities for a way forward which nobody has thought of emerge out of discussion. |
12 | QF&P 3.06 The unity we seek depends on the willingness of us all to seek the truth in each other’s utterances; on our being open to persuasion; and in the last resort on a willingness to recognise and accept the sense of the meeting as recorded in the minute, knowing that our dissenting views have been heard and considered. |
13 | QF&P 3.04 Instead of rising hastily to reply to another, it is better to give time for what has been said to make its own appeal. |
14 | QF&P 2.90 When conflict comes, as it does, and the temptation to compromise—to seek consensus—is resisted, the sense of divine guidance is unmistakably registered. |
15 | Reports available at https://publications.parliament.uk/pa/cm201719/cmselect/cmworpen/769/769.pdf and https://publications.parliament.uk/pa/cm201617/cmselect/cmworpen/54/5402.htm (accessed on 15 November 2018). |
16 | Principles for a New Economy, available at: https://quaker-prod.s3-eu-west-1.amazonaws.com/store/9740c93365a184f18e0d6859233be9a0beab725cb8dc84a3b2e44c832565, downloaded 2/1/19. |
17 | Company Law Review Steering Group comments (cite Modern Company Law for a Competitive Economy: Developing the Framework (URN 00/656 (London: DTI, 2000), para 2.11) |
18 | Companies Act 2006, section 19(1) under this the Secretary of State has power to make regulation prescribing model articles, the most recent of which are The Companies (Model Article) Regulation 2008 (20008/3229). |
19 | The legislation explicitly refers to a chairman. As a result, we use the term chairman rather than chairwomen or chairperson, despite the unfortunate gender bias. |
Matter | Private Limited Company | QBM |
---|---|---|
Regulation of the company | Companies Act 2006 The company’s articles of association (for private companies these are Model Articles 2008 (“MA”)) Any special resolutions or agreements between the shareholders | In meetings, the model articles of association can encompass many key characteristics of QBM, or QBM can be encapsulated within a bespoke set of articles and/or shareholder agreement. |
Day to day management of the business | Split between the directors and the shareholders The directors are there to run the company on behalf of the shareholders. They are also in a fiduciary relationship to the company as they handle property on its behalf. | QBM may require the adoption of bespoke articles and a shareholder agreement for use in shareholder meetings |
Board meetings of directors | ||
Directors’ general authority | MA 3. Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company | QBM does not interfere with these duties |
Directors to take decisions collectively | MA 7. The general rule—any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8. | Spiritual discernment allowable within MA 8 as “any other means”, or encapsulated within bespoke articles |
Unanimous decisions | MA 8. A decision of the directors is taken when all eligible directors indicate to each other by any means that they share a common view on a matter. | |
Participation and communication in directors’ meetings | MA 10 Directors participate in a directors’ meeting, when— (1a) the meeting has been called and takes place in accordance with the articles, and (1b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting. (2) In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other. | Silence as a framing for board meetings allowable, or encapsulated within bespoke articles |
Directors’ discretion to make further rules | MA 16. The directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors. | Bespoke articles can accommodate any aspects of QBM in board meetings the directors see fit. |
Decision making and meetings of shareholders at general meetings | ||
Attendance and speaking at general meetings | MA 37 A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting. | All shareholders can contribute to the meeting in line with principles of QBM |
Voting at general meetings | A person is able to exercise the right to vote at a general meeting when— (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and (b) that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting. | Bespoke articles cannot overrule the requirement for shareholders to exercise a vote. There are two possible ways to proceed. First, if the shareholders come to a unanimous agreement (the Duomatic Principle) the decision can proceed without holding a general meeting A second option would be to enter into a shareholders’ agreement which would then set out the bases upon which the shareholders would reach decisions among themselves. The shareholder agreement is then separate to the model/bespoke articles and therefore does not fall under the direct jurisdiction of the Companies Act. |
Voting: general | MA 42 A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles. | |
Types of formal share resolutions | Ordinary resolutions require a simple majority of the shareholders present (or their proxies) at the meeting and entitled to vote. | |
Special Resolutions is carried by at least 75% of shareholders present (or their proxy) at the meeting and entitled to vote. | ||
Informal unanimous agreements between all shareholders | The ‘Duomatic’ principle: if all of a company’s shareholders are in agreement, the validity of a decision cannot be subsequently challenged, even if the correct procedure was not followed. This is preserved in the Companies Act 2006 s281(4) | |
Shareholders’ agreements | Shareholders can agree amongst themselves how certain matters will be determined—such as how decisions are reached within the company. | |
Administration | It is optional for private companies to have a secretary (Companies Act s270(1)). For smaller companies the role is likely to be administrative in nature. There is no statutory definition of the company secretary’s role and few limitations on who can act in this role. | Role of company secretary and chairman consistent with the role of Clerk |
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Burton, N.; Bainbridge, J. Spiritual Discernment, the Incorporated Organization, and Corporate Law: The Case of Quaker Business Method. Religions 2019, 10, 35. https://doi.org/10.3390/rel10010035
Burton N, Bainbridge J. Spiritual Discernment, the Incorporated Organization, and Corporate Law: The Case of Quaker Business Method. Religions. 2019; 10(1):35. https://doi.org/10.3390/rel10010035
Chicago/Turabian StyleBurton, Nicholas, and Jonathan Bainbridge. 2019. "Spiritual Discernment, the Incorporated Organization, and Corporate Law: The Case of Quaker Business Method" Religions 10, no. 1: 35. https://doi.org/10.3390/rel10010035
APA StyleBurton, N., & Bainbridge, J. (2019). Spiritual Discernment, the Incorporated Organization, and Corporate Law: The Case of Quaker Business Method. Religions, 10(1), 35. https://doi.org/10.3390/rel10010035