The ECF's Articles of Association

Debate directly related to English Chess Federation matters.
Post Reply
Michael Flatt
Posts: 1235
Joined: Tue Jul 02, 2013 7:36 am
Location: Hertfordshire

The ECF's Articles of Association

Post by Michael Flatt » Thu Sep 03, 2015 8:25 pm

Readers may like to consult the Articles of Association on the following points:
A17. At the Annual General Meeting in addition to the usual business of same the following
business shall be transacted:
(1) The Council shall elect the Directors who shall unless the Council resolves
otherwise hold office until the end of the Annual General Meeting next following.
A54. A Director shall cease to be a Director:-
(1) if he resigns his directorship by giving notice to the Company; or
(2) if he dies, becomes bankrupt, becomes mentally incapable of managing his own
affairs, or is convicted of an indictable offence for which he is sentenced to a
term of imprisonment; or
(3) if he is removed by a simple majority of the members following the procedure laid
down in Section 303 of the Act; or
(4) if he is disqualified under the Company Directors Disqualification Act 1986 or
otherwise.
A58. The Company may by ordinary resolution, of which special notice has been given in
accordance with Section 379 of the Act, remove any Director before the expiration of
his period of office notwithstanding anything in these Articles or in any agreement
between the Company and such Director.

Roger Lancaster
Posts: 935
Joined: Tue Mar 17, 2015 2:44 pm

Re: The ECF's Articles of Association

Post by Roger Lancaster » Thu Sep 03, 2015 8:36 pm

Michael, assuming you're thinking what I think you're thinking then these Articles only relate to whether someone is or isn't a director and not to whether, after someone has been elected to be a director, s/he can be suspended in which case s/he remains in office as a director, albeit suspended.

Michael Flatt
Posts: 1235
Joined: Tue Jul 02, 2013 7:36 am
Location: Hertfordshire

Re: The ECF's Articles of Association

Post by Michael Flatt » Thu Sep 03, 2015 8:42 pm

My reading is that a Director who has been elected at an AGM remains a Director until the end of the following AGM.
A Director has Legal Authority to perform his role and cannot be suspended or removed except by those who appointed him or her.

David Robertson
Posts: 2238
Joined: Tue Apr 03, 2007 6:24 pm
Contact:

Re: The ECF's Articles of Association

Post by David Robertson » Thu Sep 03, 2015 9:04 pm

Michael Flatt wrote:My reading is that a Director who has been elected at an AGM remains a Director until the end of the following AGM.
A Director has Legal Authority to perform his role and cannot be suspended or removed except by those who appointed him or her.
[massive sigh]It's wittering guff like this that clogs up all serious efforts to conduct an orderly ECF. Irrespective of the rights and wrongs of the matter that calls attention to the point raised above (about which I have no view), it remains the case that, except in the rarest and most serious of circumstances, Members delegate their powers over Board members between AGMs to the CEO. Why else have a CEO if Members are to muddy themselves in the day-to-day affairs of the organisation? Moreover, in all but voluntary organisations and their ilk, Directors are employees in line-management accountability to the CEO. That's right and proper. Only a bumbling outfit like ECF, with bumbling constituents to appease, would have it any different

Roger Lancaster
Posts: 935
Joined: Tue Mar 17, 2015 2:44 pm

Re: The ECF's Articles of Association

Post by Roger Lancaster » Thu Sep 03, 2015 9:07 pm

Michael, you're clearly right as regards your first sentence and you may well be right as regards the second. There's an interesting case of Smith v Butler [2012] EWCA Civ 314, where a managing director decided he had an implied power to suspend the chairman (although the fact it was the chairman seems to have been a red herring in that, as far as I can see, the same arguments would have been rehearsed for a non-chair director) but the Court of Appeal found otherwise.

However, the CoA indicated that this would not always be so - the main lesson to be drawn from that case was that boards should give careful thought to the specific powers which they wished to delegate, and should ensure that they documented any such delegation properly. So it appears that there is no general rule and, in each case, it's a question of what powers the managing director (or, in a case nearer home, chief executive) has been given.

User avatar
JustinHorton
Posts: 7385
Joined: Mon Aug 04, 2008 10:06 am
Location: Somewhere you're not

Re: The ECF's Articles of Association

Post by JustinHorton » Thu Sep 03, 2015 9:25 pm

David Robertson wrote:Moreover, in all but voluntary organisations and their ilk
Or to put it another way, organisations for whom people work without pay and whose primary purpose is not commercial. Like the ECF.
"Do you play chess?"
"Yes, but I prefer a game with a better chance of cheating."

lostontime.blogspot.com

Michael Flatt
Posts: 1235
Joined: Tue Jul 02, 2013 7:36 am
Location: Hertfordshire

Re: The ECF's Articles of Association

Post by Michael Flatt » Thu Sep 03, 2015 9:27 pm

Roger Lancaster wrote:There's an interesting case of Smith v Butler [2012] EWCA Civ 314
Thank you Roger, that is interesting and relevant. It confirms the primacy of the Articles of Association and the role of the Board.

Doubtless it will all be resolved at the AGM which will soon be upon us.

David Robertson
Posts: 2238
Joined: Tue Apr 03, 2007 6:24 pm
Contact:

Re: The ECF's Articles of Association

Post by David Robertson » Thu Sep 03, 2015 9:36 pm

JustinHorton wrote:
David Robertson wrote:Moreover, in all but voluntary organisations and their ilk
Organisations for whom people work without pay and whose primary purpose is not commercial
The voluntary character of an organisation does not absolve its officers from responsible orderly conduct. And if disorderly conduct is commonplace at the level of the chess club committee, it cannot be tolerated in a national organisation worthy of the name

User avatar
JustinHorton
Posts: 7385
Joined: Mon Aug 04, 2008 10:06 am
Location: Somewhere you're not

Re: The ECF's Articles of Association

Post by JustinHorton » Thu Sep 03, 2015 9:41 pm

David Robertson wrote:
JustinHorton wrote:
David Robertson wrote:Moreover, in all but voluntary organisations and their ilk
Organisations for whom people work without pay and whose primary purpose is not commercial
The voluntary character of an organisation does not absolve its officers from responsible orderly conduct.
Sure, but that's where the question of how said conduct can best be prevented, and I don't see any particular reason to think that reducing the role of the bumbling constituents would do so.

Better oversight of the bumbling representatives, now there's an idea.
"Do you play chess?"
"Yes, but I prefer a game with a better chance of cheating."

lostontime.blogspot.com

David Robertson
Posts: 2238
Joined: Tue Apr 03, 2007 6:24 pm
Contact:

Re: The ECF's Articles of Association

Post by David Robertson » Thu Sep 03, 2015 9:57 pm

JustinHorton wrote:I don't see any particular reason to think that reducing the role of the bumbling constituents would do so. Better oversight of the bumbling representatives, now there's an idea.
Fewer Arbiters poking their noses in would solve most problems

Post Reply