OMOV A serious discussion

[Roger de Coverly]

The board recommends fees, council votes on them. If council approves them you merely add a third postal or email vote stage - quite seperate from AGM proceedings.

The postal or email vote says "no". What then? The Silver and Bronze representatives took the trouble to ask this question. With one vote each, they aren't in a position to do anything, but did they not report opposition amongst those responding to the Board's proposed increase?

[Martin Regan]

The postal or email vote says "no" what then?

The membership fees remain as they were.

In passing the spectre of hundreds turning up at an AGM is easily avoided. Company law allows AGM's to take part in multiple locations at the same time - including presumably the home.

In further passing. One of the interesting things about Council votes is that the legality has always been easily challenged - should someone feel bitter enough to do so. Many of those who vote - perhaps the majority - are not entitled to do so under company law, having failed to sign the so called White Form. I recall us cobbling together a sticking plaster for this for the Northern Scheme, but we all knew it might not withstand a legal challenge.

[Roger de Coverly]

Many of those who vote - perhaps the majority - are not entitled to do so under company law, having failed to sign the so called White Form.

The White Form is about Guaranteeing £ 1 to the ECF in the event of its demise. It doesn't confer voting rights. The then Secretaries of County Associations were required to sign the form as a condition of their unincorporated bodies becoming ECF members. One of the rights they have as members was to send a Representative Member to attend meetings to vote on their behalf. I don't believe anything says that the Representative Member has to be a Guarantor in their own right.

The NCCU and the ECF got it totally wrong on White Forms. There needed to be no requirement for individuals to sign them, not even to play in FIDE rated chess. This was proved when as CEO, Andrew Farthing got them abolished for most purposes with the stroke of a pen. The insistence on White Forms was either a failure to understand the legislation and context of CLGs or a deliberate ploy to sabotage membership schemes.

[Martin Regan]

Rdc:

The White Form is about Guaranteeing £ 1 to the ECF in the event of its demise. It doesn't confer voting rights. The then Secretaries of County Associations were required to sign the form as a condition of their unincorporated bodies becoming ECF members. One of the rights they have as members was to send a Representative Member to attend meetings to vote on their behalf. I don't believe anything says that the Representative Member has to be a Guarantor in their own right.

The ECF is a company limited by guarantee - the last three words are important.

The members offer the guarantee through signing the white form. Without offering this they can not be members as defined by the companies act, and cannot vote at the AGM - unless they hold the proxy for someone who is a member.

The ECF abolition of the White Form was to enable a membership group to be created which fell outside this legal definition - no problem, as it was not the intention that these members should ever vote at the AGM. The legal fact, as I understood it as from advice at the time, was that only those who had guaranteed the company are entitled to vote at an AGM.

[Roger de Coverly]

Without offering this they can not be members as defined by the companies act, and cannot vote at the AGM - unless they hold the proxy for someone who is a member.

Someone or something surely. Those representing unincorporated bodies would by any reasonable interpretation hold the proxy for that body which had signed the white form to gain ECF membership. So only those who hold votes as a personal right would be affected.

The Pearce review didn't mention this, so where's the Company Secretary to clarify this important technical point?

If you are correct on this, then OMOV in the sense of everyone being able to vote at AGMs or for Directors is a practical impossibility. If this is a generally accepted constraint, the field of possible OMOVs is narrowed quite considerably.

[Mick Norris]

so where's the Company Secretary to clarify this important technical point?

I would hope he's having a well earned rest, with our thanks for missing a West Ham win to attend the ECF AGM yesterday

[Martin Regan]

So only those who hold votes as a personal right would be affected.

yes, and those such as congresses and leagues.

If you are correct on this, then OMOV in the sense of everyone being able to vote at AGMs or for Directors is a practical impossibility.

If I am, yes, unless the ECF membership application somehow incorporated the White Form guarantee.

Which is why OMOV can more easily be brought in via powers confered by board or council which do not impinge on "company members" rights, or we scrap the whole edifice and start again.

[Roger de Coverly]

yes, and those such as congresses and leagues.

It's the Congress or the League who are the members. They appoint someone to represent them at ECF voting meetings.

Footnote to this year's voting register

Grand Total:324 votes (4 of which are subject to the Board admitting organisations to membership)

[Martin Regan]

it's the Congress or the League who are the members

Indeed, but as I recall it was mainly the county and regional units who had bothered signing the white forms.

[Michael Farthing]

Could some one tell me where this White Form is defined in law? (If it is part of the Companies Act a reference to the relevant section/schedule would be quite useful. The Act is quite long).

[Roger de Coverly]

Could some one tell me where this White Form is defined in law?

Locally it's defined by the ECF's Articles of Association.

http://www.englishchess.org.uk/wp-conte ... l-2014.pdf

6.
Every member of the Company undertakes to contribute such amount as may be required not exceeding £1 to the Company's assets if it should be wound up while he is a member, or within one year after he ceases to be a member for payment of the Company's debts and liabilities contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves

I'm not convinced that "Every member" is a necessary clause. The Andrew Farthing amendment to set up the structure of Bronze, Silver etc. defines members who aren't members.

“Direct Members” means the Direct Members as defined in Article 5(14)who shall not be required to be members of the Company.

In an alternative universe it's not clear to me why the ECF couldn't be set up with just the Unions, London League and Manchester Federation defined as "Founding members" and everyone else as members with only the Founding members undertaking to pay the £ 1. CLG is supposedly a more flexible arrangement of Company structure that Companies limited by share, suitable for bodies that might otherwise just be unincorporated (as was the BCF).

[Martin Regan]

Rdc:

The Andrew Farthing amendment to set up the structure of Bronze, Silver etc. defines members who aren't members of the company.

Precisely.

But it is members of the company who have the right to vote - on the basic legal principle that those who offer the guarantee (or own the shares) must have a say in actions which impact upon their own potential liability - however, small.

There are many ordinary ECF members who have actually offered the guarantee but have not been given a vote. And many who have not who have.

[Michael Farthing]

Martin, perhaps you might answer my still unanswered question. What is this 'White Form' you refer to (not what its effect is - I know that) but where it has been defined and by whom? Underlying this question is the attempt to answer Roger's question as to whether there is a basis in law (ie in a way that cannot be overridden by the articles of the company) for saying that voting in meetings of the membership of a company limited by guarantee must be restricted to the guarantors. It may be that the 'white form' is a total red herring - but it seemed above to be carrying some weight.

[Roger de Coverly]

There are many ordinary ECF members who have actually offered the guarantee but have not been given a vote.

The original setup of the ECF in 2005 defined classes of member with a vote and classes of member without a vote. All were expected to sign the White Form. I remember it myself having been a member of the BCF for some years before that and being sent a White Form to sign and return. The sanction being that if I didn't, the ECF or FIDE would threaten to take my rating away or refuse to allow my entry into the British Championship.

In the absence of any challenge, it must surely be presumed that it was legal to set up the ECF in that manner.

Those who set up the "Northern Membership Scheme" and for that matter those negotiating the ECF side of it have to be blamed for not coming to a clear and unambiguous agreement as to what it was Northern players were "joining". Those on the Northern side thought they were signing up for a deal where they paid a per head per year fee, so that their clubs, leagues and Congresses didn't pay a fee per game. Those on the ECF side thought they were signing up to what, for the BCF, had been the equivalent of Gold and Platinum membership.

[Martin Regan]

Martin, perhaps you might answer my still unanswered question. What is this 'White Form' you refer to (not what its effect is - I know that) but where it has been defined and by whom?

Use of the term White Form is an ECT term that is not helpful. It is the form which people sign in order to offer the guarantee that is necessary for membership of the company. It just happened to be white.