OMOV or an elected Council?

Debate directly related to English Chess Federation matters.
Roger de Coverly
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Re: OMOV or an elected Council?

Post by Roger de Coverly » Sun Oct 21, 2012 9:28 pm

Simon Brown wrote:and old members have to agree by 3:1 to disenfranchise themselves.
It isn't quite as bad as it sounds, because "old" members are the chess institutions. For those that are Unions, Counties or leagues, there's usually an AGM where the representative to the ECF voting meeting aka Council could be instructed to vote in favour of abolishing or restricting the voting rights.

John Philpott

Re: OMOV or an elected Council?

Post by John Philpott » Sun Oct 21, 2012 9:55 pm

Richard Bates wrote
From limited internet research i would conclude that being a guarantor is a basic requirement of membership (in the company law sense). So if congresses, or any other voting organisation, haven't signed the form then any votes they cast should be invalid.
That is why there is an organisation application form incorporating the guarantee which any organisation newly applying for membership has to complete before its application can be considered by the Board (leagues or congresses) or Council (unions, counties or other organisations).

Roger de Coverly
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Re: OMOV or an elected Council?

Post by Roger de Coverly » Sun Oct 21, 2012 10:06 pm

John Philpott wrote:That is why there is an organisation application form which any organisation newly applying for membership has to complete before its application can be considered by the Board (leagues or congresses) or Council (unions, counties or other organisations).
There are now several thousand individuals termed "members" who are not guarantor members. No distinction was made in the recent election of Gold representatives on the voting body. In the event of constitutional change which permitted direct elections of ECF directors, would the distinction between Guarantor and non Guarantor individuals be relevant?

John Philpott

Re: OMOV or an elected Council?

Post by John Philpott » Sun Oct 21, 2012 10:24 pm

Roger de Coverly wrote
In the event of constitutional change which permitted direct elections of ECF directors, would the distinction between Guarantor and non Guarantor individuals be relevant?
That depends upon the specific constitutional change!
Last edited by John Philpott on Sun Oct 21, 2012 10:24 pm, edited 1 time in total.

David Robertson
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Re: OMOV or an elected Council?

Post by David Robertson » Sun Oct 21, 2012 10:24 pm

One way of approaching this matter, to get to the heart of things, is to ask some simple questions. Let me start with one: where does the risk fall?. Or put another way: who bears the risk?

In a private company, all the risk is borne by the owners; either as private individuals, or as shareholders. So if the company goes tits up, they lose. So much is familiar. Limited liability protects directors from much of the risk, provided they do their job properly (fiduciary duty, etc). In public (not-for-profit) companies, the risk is generally borne by the 'owning' authority: local government; health; ultimately, the Exchequer. Increasingly the location of risk is becoming blurred as part-privatisation intrudes; or as crises in banking, rail transport, etc require risk to be borne by public, not private, authorities ('too important to fail' etc)

Who bears the risk in ECF? Simple: the members - and no one else. That's where the £1 business comes in.

But it's also where the problems start. Risk-bearing is directly proportionate to entitlement: the greater the risk borne, the greater the entitlement to determine the direction of the Company. As things stand within ECF, that relationship has largely collapsed (if it ever existed in proper form). The institutional constituents of Council bear minimal risk, yet possess colossal entitlements. To illustrate my point: NCCU could secede from ECF at minimal cost to itself, yet at substantial cost to the risks now borne by members. Congresses come and go, at no cost to themselves; but they assume substantial entitlements within ECF Council.

Of course, if all fails and ECF collapses, individual members take the hit, albeit at a token £1. Yet individual members, now many thousands under the new Scheme, assume nearly zero entitlement over the direction of the company.

It has shocked me to discover that, under existing arrangements, Council can be controlled by a very small number of individuals. Of 252 votes on Council, just over 20% (51 votes) are held by five individuals. That is before any proxies are hoovered up. If those five individuals were of like mind, they would effectively block all reform of the Articles. These individuals?

18 votes: Sean Hewitt
12 votes: Mike Truran
8 votes: Nigel Dennis
7 votes: David Welch
6 votes: Andrew Leadbetter

Under OMOV, risk and entitlement are restored to healthy balance. With an OMOV-led representative structure inserted between club & Board, an orderly sharing of risk and entitlement can be achieved. As things stand, they cannot. Individual members bear all the risk; raise all the revenue; but are excluded from determining the direction of the company. There's a name for people like this - mugs.
Last edited by David Robertson on Sun Oct 21, 2012 11:37 pm, edited 1 time in total.

Alex Holowczak
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Re: OMOV or an elected Council?

Post by Alex Holowczak » Sun Oct 21, 2012 10:44 pm

David Robertson wrote:Of course, if all fails and ECF collapses, individual members take the hit, already at a token £1.
No they don't. At least, not all of them. Once all the old memberships expire, the only things left that "take the hit" will be the Constituent Units, Other Organisations, Counties, Leagues and Congresses, because they have to sign the form as Members, whereas individual members don't.
Last edited by Alex Holowczak on Sun Oct 21, 2012 10:52 pm, edited 1 time in total.

David Robertson
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Re: OMOV or an elected Council?

Post by David Robertson » Sun Oct 21, 2012 10:47 pm

Beyond bizarre!

We pay as Members. But we're not 'members'? Meanwhile the Constituent Units pay nothing; yet they are 'Members'?

No wonder things are falling apart

Alex Holowczak
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Re: OMOV or an elected Council?

Post by Alex Holowczak » Sun Oct 21, 2012 10:55 pm

David Robertson wrote:Meanwhile the Constituent Units pay nothing; yet they are 'Members'?
The Constituent Units do pay something. The five Unions, London and Manchester paid Game Fee regularly until September 1, 2012. The Unions are all actively going along with the membership scheme in their events, so far as anyone can see.

Their voting entitlement is counted in the same way as any other affiliated Member.

They used to get the special privilege of being on the Board. That's gone, their only remaining privilege seems to me to be that they are Requisitionists in their own right.

John Philpott

Re: OMOV or an elected Council?

Post by John Philpott » Sun Oct 21, 2012 11:03 pm

Alex Holowczak wrote
Once all the old memberships expire, the only things left that "take the hit" will be the Constituent Units, Other Organisations, Counties, Leagues and Congresses, because they have to sign the form as Members, whereas individual members don't.
I do not think that is correct. My understanding is that any individual who has in the past signed the form to provide the guarantee remains on the hook for the £1 while they continue to be a member and for twelve months thereafter, and that this is unaffected by the changes to the membership categories.

Alex Holowczak
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Re: OMOV or an elected Council?

Post by Alex Holowczak » Sun Oct 21, 2012 11:04 pm

John Philpott wrote:Alex Holowczak wrote
Once all the old memberships expire, the only things left that "take the hit" will be the Constituent Units, Other Organisations, Counties, Leagues and Congresses, because they have to sign the form as Members, whereas individual members don't.
I do not think that is correct. My understanding is that any individual who has signed the form to provide the guarantee in the past remains on the hook for the £1 while they remain a member and for twelve months thereafter, and that this is unaffected by the changes to the membership categories.
Oh right, fair enough.

But the general thrust I was getting at is that not everyone who is a member is necessarily a guarantor. Anyone who first became a member after Council passed that resolution, and hence hasn't signed the white form, isn't a guarantor. I assume that the old basic members didn't sign the form either, so they're off the hook.

David Robertson
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Re: OMOV or an elected Council?

Post by David Robertson » Sun Oct 21, 2012 11:10 pm

Well, I signed the White Form, that much is clear.

But let's not pretend we have a state of affairs to impress the Gods

John Philpott

Re: OMOV or an elected Council?

Post by John Philpott » Sun Oct 21, 2012 11:12 pm

Alex Holowczak wrote
Anyone who first became a member after Council passed that resolution, and hence hasn't signed the white form, isn't a guarantor.
The change to the Articles provided that Direct Members were not required to become members of the Company: they could still have given the guarantee: indeed I believe that the form downloadable from the website retained this for a while.

Alex Holowczak wrote
I assume that the old basic members didn't sign the form either, so they're off the hook
Some did, some didn't.

It is perhaps unfortunate that the word "member" is used by the Articles in two different senses.

David Robertson
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Re: OMOV or an elected Council?

Post by David Robertson » Sun Oct 21, 2012 11:27 pm

So what do we have here now?

A newly-elected Board member who is talking through his a*se

A Company Secretary running along behind him with a bucket and broom

Members & 'members'; or is that 'Members' & members? Who knows?

And Paul Cooksey seeking clarification

Good luck with that one, Paul :roll:

Richard Bates
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Re: OMOV or an elected Council?

Post by Richard Bates » Sun Oct 21, 2012 11:32 pm

John Philpott wrote:
It is perhaps unfortunate that the word "member" is used by the Articles in two different senses.
Indeed, and seems to have led to a great deal of confusion with fundamental changes to voting procedures being argued on the back of it. The distinction, presumably, being between "members" in the company law sense of "guarantors" (whose voting rights or otherwise must be stipulated in the articles) and "members" in the ECF sense of being people taking out ECF determined membership to help fund the organisation.

I take from all this that any sort of "OMOV" solution (where the M is "members" in the ECF sense as above) would only actually be even possible if those members were converted to Company law members by becoming guarantors. To which i would guess the vast majority would be apathetic/choose not to do, given the option. And if they didn't then they couldn't legally be given voting rights.

Roger de Coverly
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Re: OMOV or an elected Council?

Post by Roger de Coverly » Sun Oct 21, 2012 11:47 pm

Richard Bates wrote: I take from all this that any sort of "OMOV" solution (where the M is "members" in the ECF sense as above) would only be legal if those members were converted to Company law members by becoming guarantors. To which i would guess the vast majority would be apathetic/choose not to do, given the option.
I suspect that the existing voting members of the ECF can redefine and extend voting rights or representation rights in any way that a 75% vote will support. That could include extending a franchise to non-guarantors, if I understood John Philpott's comments correctly.
John Philpott wrote:That depends upon the specific constitutional change!
Companies limited by guarantee can have a rich variety of voting structures. Even one man one vote, where there's only one man, a Government Minister perhaps, and he has the vote. I believe the Financial Services Authority and other quasi Government bodies are CLGs with one member.

At a lower level in the chess world, I think that Surrey and Leics counties along with Surrey Congresses are all CLGs, the 4NCL is not as far as I am aware, although I don't know its shareholder structure. By comparison, the EBU is a Company limited by shares with the shareholdings restricted to the county Bridge associations.

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