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Governance issues

Posted: Thu Jun 06, 2019 9:11 pm
by TimWall
Tomorrow's ECF Board of Directors meeting will have the first opportunity since the Finance Council in April to properly discuss the still unresolved governance concerns I and others have raised about the sudden resignation of Traci Whitfield as Junior Director last year and the subsequent appointment of a new director without a fair and competitive election. The potential conflicts of interest in the following ECF Academy Tender process also need addressing in a transparent way that befits a public-facing organisation such as the ECF.
I am hoping the Board will resolve these issues fully so that we can have fair and transparent elections and service tenders in future. The importance of a level playing field in these processes cannot be over-emphasised - it is the key to ensuring confidence in the ECF at all levels.

Re: Governance issues

Posted: Thu Jun 06, 2019 9:44 pm
by Roger de Coverly
TimWall wrote:
Thu Jun 06, 2019 9:11 pm
Tomorrow's ECF Board of Directors meeting will have the first opportunity since the Finance Council in April to properly discuss the still unresolved governance concerns I and others have raised about the sudden resignation of Traci Whitfield as Junior Director last year and the subsequent appointment of a new director without a fair and competitive election.
The forum was observing as usual.

In viewtopic.php?f=25&t=9841#p219948

we learned
AlexH wrote: I only found out that Traci was standing down about 36 hours before the deadline for nominations.
which presumably suggests that was the same amount of notice, or even less, given to others who were potentially interested in putting their names forward that the ECF would be looking for a new Junior Director.

There was still an election, but "none of the above" failed to make an impact. At the time, it looked like an agreed "no contest" succession, for which there have been any number of precedents.

One of the contributors to the forum predicted the outcome of the tender for the Academy months before it was awarded.

Re: Governance issues

Posted: Thu Jun 06, 2019 11:28 pm
by Roger Lancaster
Would it be unreasonable to ask Tim just how many people have raised the "still unresolved governance concerns" to which he refers? At grassroots level there is, in my experience, zero interest which is probably entirely predictable. But even among regular contributors to this forum, which includes a minority that gives the appearance of wanting to disagree with the ECF Board on just about any decision that body might decide to make, I don't detect an overwhelming feeling that there was some form of stitch-up over the appointment of a new junior director. That's not to say that Tim isn't entitled to his opinion, which he clearly is. But, if it transpires that these "concerns" are shared by only a few people despite having been aired loudly, I suspect the majority wouldn't expect the ECF Board to prioritise this above other matters.

Re: Governance issues

Posted: Thu Jun 06, 2019 11:41 pm
by Andrew Zigmond
TimWall wrote:
Thu Jun 06, 2019 9:11 pm
Tomorrow's ECF Board of Directors meeting will have the first opportunity since the Finance Council in April to properly discuss the still unresolved governance concerns I and others have raised about the sudden resignation of Traci Whitfield as Junior Director last year and the subsequent appointment of a new director without a fair and competitive election. The potential conflicts of interest in the following ECF Academy Tender process also need addressing in a transparent way that befits a public-facing organisation such as the ECF.
I am hoping the Board will resolve these issues fully so that we can have fair and transparent elections and service tenders in future. The importance of a level playing field in these processes cannot be over-emphasised - it is the key to ensuring confidence in the ECF at all levels.
As I've said before, while I appreciate the difference between an open position and one where the incumbent is standing the simple fact is that it was known that the junior directorate would be up for election at the AGM. And if it had been known that Traci Whitfield was stepping down and that Alex Holowczak was interested in the role (there are several recent precedents for board members stepping down from one position to seek another, in some cases as an insurgent) I'm not sure it would have made much difference to the outcome.

If you feel that there are governance issues involved (the title of the thread) surely they are a matter for the governance committee, rather than the board? The code of conduct procedure could possibly be used if you feel that the ECF has acted in bad faith although a £50 deposit (refundable if the complaint is upheld) is required.

Re: Governance issues

Posted: Fri Jun 07, 2019 5:52 am
by TimWall
I am not usually in the habit of engaging in back-and-forth arguments on this forum, and I do not intend to on this occasion either.
But it seems I have to spell out the obvious that some people may have missed:
No one outside the Board of Directors knew that Traci Whitfield had decided to step down before the nominations closed. This gave Alex Holowczak inside knowledge that he was unlikely to be opposed.
The Board could have decided to allow extra time for other candidates to put their hats in the ring, but chose not to do so.
To answer the question about who cares about these issues (and I am extremely disappointed with the Governance Committee’s less than robust response), there is considerable disquiet in junior chess circles, particularly among parents. I would add:
1. There were a number of very competent and experienced people with a clear vision for junior chess who might have stood if they were not opposing an incumbent. I personally would have preferred to stand for Junior Director than Home Director, for example.
2. It is not currently my intention to stand for a Board position in October, but I have been personally approached to stand by about 15 different people, mostly involved in junior chess as organisers, coaches and parents, to do so. They say that there needs to be a clear vision for the future development of junior chess - it is not merely a question of competent organisation (Alex Holowczak is of course a highly competent and professional chess organiser).
I hope this clarifies the issues so that I do not need to add anything further.

Re: Governance issues

Posted: Fri Jun 07, 2019 8:37 am
by Jonathan Rogers
No need for Tim in particular to answer this one, but would I be right in forming the impression that there is both a regular turnover for junior director and often a number of volunteers such that the post is relatively often contested - more so than for the other directorships?

Re: Governance issues

Posted: Fri Jun 07, 2019 10:25 am
by Mike Gunn
In my capacity as Council Chairman I get invited to attend some board meetings (usually the ones just before general meetings) and so I can report that I have witnessed a board discussion on the situation arising from Traci's late decision not to stand. The basic difficulty is that a director can decide to resign on any day of the year and it is very difficult to write a rule to deal with the situation when that happens in the period between nomination time and the election or even in the period just before nominations close. If anyone has some constructive proposals for how to deal with the situation please post them ...

On the more general point I don't think there should be this reluctance to stand against incumbents - you would just be stating your willingness to serve in the position, if there had been (say) two nominations in addition to Traci's then we wouldn't be having this discussion now.

Re: Governance issues

Posted: Fri Jun 07, 2019 11:22 am
by Roger Lancaster
I'm not interested in having an argument either - and I'm carefully avoiding anything that could be construed as a personal criticism, whether of Tim or anyone else - but I see the situation rather differently to him. As I see it, Traci resigned at short notice following which Alex decided to stand. At that point, the Board presumably had two options - either to do what it actually did or to do what Tim considers it should have done.

Let's consider the implications of this second course. This would have meant leaving the post open - in itself, not a particularly desirable outcome - while the Board ascertained whether there were third parties who, although they had not stood against Traci, would have wanted to stand against Alex. If (a) no such person or persons emerged and (b) Alex, faced with apparent coolness on the Board's part, had reconsidered whether to stand, then there would have been no replacement junior director. In that event, the implications for junior chess would have been serious and the ECF Board would - rightly, in my view - have come in for much more widespread criticism.

Re: Governance issues

Posted: Fri Jun 07, 2019 11:48 am
by Ian Thompson
Roger Lancaster wrote:
Fri Jun 07, 2019 11:22 am
At that point, the Board presumably had two options - either to do what it actually did or to do what Tim considers it should have done.
Did it have two options? I don't know the answer but it may be that the regulations say that nominations for posts open on a particular date, close on a particular date and then an election is held on a third date. The Board may not have the authority to vary that procedure even if it would have liked to.

Re: Governance issues

Posted: Fri Jun 07, 2019 12:42 pm
by NickFaulks
Roger Lancaster wrote:
Fri Jun 07, 2019 11:22 am
(b) Alex, faced with apparent coolness on the Board's part
I don't see how that inference could have been drawn.

Re: Governance issues

Posted: Fri Jun 07, 2019 12:44 pm
by Mike Gunn
Ian is correct, all the relevant dates are set out in the ECF articles and #12 of Bye Law No.3. Normally the board fills any casual vacancy that occurs between AGMs. However, in re-reading these documents before making this post I discovered that Council also has power to fill a vacancy by passing a motion at a general meeting. In my experience this power has never been invoked, and of course passing a motion is not the same thing as having an election.

Re: Governance issues

Posted: Fri Jun 07, 2019 12:49 pm
by Roger Lancaster
Mike Gunn wrote:
Fri Jun 07, 2019 12:44 pm
Ian is correct, all the relevant dates are set out in the ECF articles and #12 of Bye Law No.3. Normally the board fills any casual vacancy that occurs between AGMs. However, in re-reading these documents before making this post I discovered that Council also has power to fill a vacancy by passing a motion at a general meeting. In my experience this power has never been invoked, and of course passing a motion is not the same thing as having an election.
In that case, I'm puzzled. If the ECF Board had no option but to proceed with an election where Alex Holowczak was the only candidate (apart, of course, from 'None of the above') then why would its decision to do this be a governance issue?

Re: Governance issues

Posted: Fri Jun 07, 2019 1:38 pm
by Roger de Coverly
Roger Lancaster wrote:
Fri Jun 07, 2019 12:49 pm
why would its decision to do this be a governance issue?
I think the problem arose when the ECF switched from a one year term to a three year term for directors. Previously directors were supposed to announce whether they were standing for re-election and provided there's a gap between that deadline and that of nominations for election, it gives time for potential candidates to canvass support and put together their proposals.

If a director resigns with no election imminent, the ECF practice has been either to leave the post vacant or make a temporary appointment.

It's when a director not required to seek re-election resigns shortly before the nomination deadline, that a problem can arise, as demonstrated because potential candidates have limited or no time to put their name forward. If it's after the nomination deadline, the power to appoint a new director reverts, I think, back to the Board, but they have the opportunity to get opinions as to the desired candidate at the AGM.

Re: Governance issues

Posted: Fri Jun 07, 2019 3:26 pm
by David Sedgwick
I commented on the matter in the thread at viewtopic.php?f=25&t=10207.

I have subsequently corresponded with both Mike Truran (Chief Executive) and Robert Stern (Chairman of the Governance Committee).

I don't intend to make any further public comment for the moment.

Re: Governance issues

Posted: Fri Jun 07, 2019 4:51 pm
by Mike Gunn
It's a governance issue in the sense of: could we have a better set of rules to deal with this situation?