English Chess Forum

Sean,
I don't really understand the logic of calling an EGM. It seems clear to me that the ECF will not be spending any more money on the Chess for Schools Project (there is nothing there to spend money on). An EGM might allow people to vent frustration at what has happened in the past, but woudl it really help going forward?

Matthew Turner wrote:Sean,
I don't really understand the logic of calling an EGM.

An EGM is only necessary because the board has refused to give an undertaking that it will not enter into a further contract with Holloid without Council's permission. If the board gives that undertaking, an EGM is unneccesary. One can only speculate as to why the board are not willing to give that undertaking, but the sceptical might think that they want another contract with Holloid, and might be worried that Council will not give it's permission.

Matthew Turner wrote: It seems clear to me that the ECF will not be spending any more money on the Chess for Schools Project (there is nothing there to spend money on).

Sadly, I don't think it is that clear. If it were, the board would give the undertaking being sought wouldn't they?

If we do not call an EGM, the board are free to enter into a further agreement with Holloid - dragging the ECF further into the CfS mess. They could also employ an additional person to admin this new contract (as they did previously) or re-allocate one of the exisiting members of staff to work on CfS.

Sean Hewitt wrote:

Matthew Turner wrote:Sean,
I don't really understand the logic of calling an EGM.

An EGM is only necessary because the board has refused to give an undertaking that it will not enter into a further contract with Holloid without Council's permission. If the board gives that undertaking, an EGM is unneccesary. One can only speculate as to why the board are not willing to give that undertaking, but the sceptical might think that they want another contract with Holloid, and might be worried that Council will not give it's permission.

Matthew Turner wrote: It seems clear to me that the ECF will not be spending any more money on the Chess for Schools Project (there is nothing there to spend money on).

Sadly, I don't think it is that clear. If it were, the board would give the undertaking being sought wouldn't they?

If we do not call an EGM, the board are free to enter into a further agreement with Holloid - dragging the ECF further into the CfS mess. They could also employ an additional person to admin this new contract (as they did previously) or re-allocate one of the exisiting members of staff to work on CfS.

You might think that, but you would be wrong. I think the majority of the board are of the opinion that we place a full stop under CfS and concentrate on projects such as CoM. All of the above is speculation, but I'm working with facts. Nevertheless, if the EGM doesn't cost us any money, I am not against the idea.

Adam Raoof wrote: You might think that, but you would be wrong. I think the majority of the board are of the opinion that we place a full stop under CfS and concentrate on projects such as CoM. All of the above is speculation, but I'm working with facts. Nevertheless, if the EGM doesn't cost us any money, I am not against the idea.

Adam - I am not of any opinion as to why the board have not given the undertaking asked for and I've not expressed any opinion as to why they have not given it. Frankly, I don't understand the decision and said to many in private correspondence that I didn't expect to have to call an EGM because I believed the board would have no reason not to give the undertaking being sought.

But I have to ask - If the majority of the board are minded as you claim, why don't the board just give the undertaking and allow us to all move on? Then there would be no need for an EGM, and no need for everyone to waste their time attending it. That's if the board are of the opinion that you say you think they are.

Are you able to answer my previous (now clearer...) question Adam?

"The minutes secretary disappeared halfway through, so I am not sure how much more was recorded."

Am I the only one who finds that rather worrying as well? Surely draft minutes have been circulated to the Board by now?

Kevin Thurlow wrote:"The minutes secretary disappeared halfway through, so I am not sure how much more was recorded."

Am I the only one who finds that rather worrying as well? Surely draft minutes have been circulated to the Board by now?

Ho ho...

The Board is free, of course, to waste money in any one of a thousand ways. Are we going to have an EGM every time that is anticipated by Council? Personally I think an EGM is not necessary to deal with this issue, but I will go along with Council's wishes.

However, I think it sets a very bad precedent. An EGM is usually called when a decision needs to be made that cannot wait for the next AGM, such as removing rogue Directors It is not meant for anticipating decisions that might be made by a Board of Directors, if this or that set of circumstances arises. That decision making is for the Board, who are elected and whose members bear personal financial responsibility for their actions. Don't you think? Anyway, I believe David Sedgwick has put forward a suggestion that looks typically sensible that might make everyone happy!

Carl: you are right, we have to say something... diplomatic.

Adam Raoof wrote: The Board is free, of course, to waste money in any one of a thousand ways. Are we going to have an EGM every time that is anticipated by Council? Personally I think an EGM is not necessary to deal with this issue, but I will go along with Council's wishes.

Adam - Of course an EGM is unnecessary. All the board has to do is commit that it won't enter into another agreement with Holloid without council's permission. It's a simple, sensible request. It doesn't kill off CfS but it makes sure that the board does not repeat the mistakes of 2 years ago when it signed the original MoU without any reference to council. The board still haven't told us why they won't do this. Will you now tell us?

Adam Raoof wrote:However, I think it sets a very bad precedent. An EGM is usually called when a decision needs to be made that cannot wait for the next AGM, such as removing rogue Directors It is not meant for anticipating decisions that might be made by a Board of Directors, if this or that set of circumstances arises. That decision making is for the Board, who are elected and whose members bear personal financial responsibility for their actions.

Adam - Now that the ECF is a Ltd Company it's the ECF that bears the financial consequences of it's directors actions. The directors have no personal financial responsibility (unless they do something really stupid, like act criminally of course!)

Adam Raoof wrote:Anyway, I believe David Sedgwick has put forward a suggestion that looks typically sensible that might make everyone happy!

I can see why the board would be massively in favour of his suggestion given that it would make it virtually impossible for our motion to succeed.

Points accepted... let's have the EGM!

Adam Raoof wrote: The Board is free, of course, to waste money in any one of a thousand ways. Are we going to have an EGM every time that is anticipated by Council? Personally I think an EGM is not necessary to deal with this issue, but I will go along with Council's wishes.

Sean Hewitt wrote:Adam - Of course an EGM is unnecessary. All the board has to do is commit that it won't enter into another agreement with Holloid without council's permission. It's a simple, sensible request. It doesn't kill off CfS but it makes sure that the board does not repeat the mistakes of 2 years ago when it signed the original MoU without any reference to council. The board still haven't told us why they won't do this. Will you now tell us?

Adam Raoof wrote:Points accepted... let's have the EGM!

Adam - just for the avoidance of doubt. I take it this means that the board is unwilling (or unable) to explain why it won't give the assurance being sought; why it thinks seeking council approval would be "inappropriate"?

Sean Hewitt begin_of_the_skype_highlighting     end_of_the_skype_highlighting wrote:

Adam Raoof wrote: The Board is free, of course, to waste money in any one of a thousand ways. Are we going to have an EGM every time that is anticipated by Council? Personally I think an EGM is not necessary to deal with this issue, but I will go along with Council's wishes.

Sean Hewitt wrote:Adam - Of course an EGM is unnecessary. All the board has to do is commit that it won't enter into another agreement with Holloid without council's permission. It's a simple, sensible request. It doesn't kill off CfS but it makes sure that the board does not repeat the mistakes of 2 years ago when it signed the original MoU without any reference to council. The board still haven't told us why they won't do this. Will you now tell us?

Adam Raoof wrote:Points accepted... let's have the EGM!

Adam - just for the avoidance of doubt. I take it this means that the board is unwilling (or unable) to explain why it won't give the assurance being sought; why it thinks seeking council approval would be "inappropriate"?

Sean - you have selectively edited the quotes, leaving out my replies to your questions. See below for my comments.

Adam Raoof wrote:Anyway, I believe David Sedgwick has put forward a suggestion that looks typically sensible that might make everyone happy!

Thank you for that kind remark. It is of course now apparent that my idea won't be viable.

Sean Hewitt wrote:I can see why the board would be massively in favour of his suggestion given that it would make it virtually impossible for our motion to succeed.

I've not actually received any indication that anyone on the Board favoured the idea which I suggested. Adam was susceptible of persuasion.

I was trying to find a compromise. I haven't succeeded. However, I hope everyone will accept that my motives were genuine.

Adam Raoof wrote:Points accepted... let's have the EGM!

Unfortunately it does indeed now appear that there is no alternative to that.

Adam Raoof wrote:Carl: you are right, we have to say something... diplomatic.

Agreed, but are you allowed to - haven't the ECF decided not to say anything without Holloid approval?

Those schools who have not forgotten about the whole project should at least be told something...

If there is to be an EGM at a free venue, great, but am I going to have to make a 5-hour round trip - at great personal expense on the train - for a discussion that lasts half an hour? If so, I'll probably give the EGM a miss...

Sean Hewitt wrote: Adam - just for the avoidance of doubt. I take it this means that the board is unwilling (or unable) to explain why it won't give the assurance being sought; why it thinks seeking council approval would be "inappropriate"?

Sean - you have selectively edited the quotes, leaving out my replies to your questions. See below for my comments.[/quote]

Adam - I haven't left out your replies ; I simply can't see that you have made any direct reply. Apologies if I have inadvertently deleted something important. I equally can't see that you have made any "comments below". No matter.

Perhaps it would be easier to ask two succinct questions :-

1. Why won't the board give an assurance to council that it will not enter into another contract of MoU with Holloid without council's permission if it does not intend to enter into such an agreement?

2. Why does the board think that seeking council approval prior to signing a future agreement with Holloid would be inappropriate, given the mess the board created by signing the previous MoU without council's approval?