ECF Annual General Meeting 13 October 2012

[David Robertson]

If on reflection they decide that Council treated Adam badly, and assuming he sells himself properly for the relevant role;

1. Can the Board constitutionally appoint Adam to any role?
2. Can the Board constitutionally appoint Adam to the role for which he lost the vote?
3. If the answer to 1 and/or 2 is yes, does the Board have the b*lls to do it?

(1) Yes
(2) Yes
(3) Unable to comment

Hhmm...maybe. But it's far from straightforward. And with respect to Simon Brown, and his interesting question, it isn't a matter of testicular fortitude either.

As I understand it, Council acts as the 'owners & shareholders' of the ECF in terms of Company law. When the shareholders vote down a Director at the AGM, that's curtains for the Director in any company context with which I'm familiar. I guess the Articles might describe variations in rare cases. But generally, rejection by a shareholders' meeting/AGM is the end of the matter. The Board has no authority (in law, I think) to override that vote.

[geoffgammon]

It should be remembered that Adam wasn't voted out of office, he stood down as Home Director and was not voted in as Marketing and Membership Director.

[Alex Holowczak]

As I understand it, Council acts as the 'owners & shareholders' of the ECF in terms of Company law. When the shareholders vote down a Director at the AGM, that's curtains for the Director in any company context with which I'm familiar. I guess the Articles might describe variations in rare cases. But generally, rejection by a shareholders' meeting/AGM is the end of the matter. The Board has no authority (in law, I think) to override that vote.

For DoMM, maybe so, but I don't see why they couldn't theoretically appoint him as CEO, or International Director.

There was an instance a few years ago when Malcolm Pein wasn't elected as Non-Executive Director on the grounds that the directed proxies weren't counted (the Teller got it wrong). If they were, he would have been elected. The Board was therefore minded to appoint him as NED in those circumstances, but he declined.

[benedgell]

A couple of mistakes have been found in my report. Its been edited on the site I provided a link to earlier, but to summarise the changes (and hopefully I've got it right this time):

The percentage stats for membership refer only to memberships taken up since the scheme was launched.
The family involved in the incident in the Junior International Championships have only stated their intention to take the ECF to small- claims court.
Although Sean Hewitt is doing the work of the International Director until a permanent volunteer is found, he doesn't have the job title.

[David Robertson]

As I understand it, Council acts as the 'owners & shareholders' of the ECF in terms of Company law. When the shareholders vote down a Director at the AGM, that's curtains for the Director in any company context with which I'm familiar. I guess the Articles might describe variations in rare cases. But generally, rejection by a shareholders' meeting/AGM is the end of the matter. The Board has no authority (in law, I think) to override that vote.

For DoMM, maybe so, but I don't see why they couldn't theoretically appoint him as CEO, or International Director

I know my Companies Act (2006) pretty well. And I have to admit, I cannot recall such a circumstance being addressed therein. It's all very irregular. The key issue is what the 'Shareholders' intended. Did they intend to vote Adam Raoof off the Board in any respect? Or merely to vote him down as DoMM? Clearly, they did the latter. The Board cannot assume, unless further soundings are taken, that they didn't also intend the former.

A Board, any Board, would create an unholy mess if it flouted the will of the Shareholders on a matter like this. My advice would be to proceed with great care if Adam Raoof is seriously in the frame for a Board position now.

for the avoidance of doubt: I hold no brief for or against Adam Raoof

[benedgell]

What exactly happened with the motion on having a Women's Director? Why was it rejected?

I am not sure why that was rejected. What harm could that have done except bring another person in to help who was willing to do so?

The budget is already given, so it would not have cost any more, it would have simply given the Women's managers more control of their own budget and a seat at the table - surely a good thing?

Hi Krishna,

There were a variety of points made, but the ones I can recall:

"This seems to think that creating a Directorship solves a problem."
"How would the role fit with the Junior Chess Director's work with girl's chess/ International Director's work with selecting teams for international events?"
" In the past year the Manager of Women's Chess approached the Director of Home Chess and asked for funding, the DoHC replied asking for a business plan, to which no further reply was received."
"A difference of personality/ opinion between DoHC/ MoWC is no reason to create a Directorship."
"This proposal isn't well thought out, and should be taken away and looked at again."

Its disappointing for me, having worked hard to get the motion on the agenda, and for the MoWC, who was equally enthusiastic about it, but the vast majority of council disagreed with the motion, and on at least some of the points made (and comments others made to me during the mid- meeting break) it was hard to find fault with.

On a more positive note, as I mentioned in my report, the Director of Junior Chess seemed very enthusiastic to improve girls' chess, and has set aside £500 out of his budget to be used for this.

[Laurie Roberts]

In many walks of life people hold top administrative positions who otherwise do not excell at the grass root activity..

It's my view they can be a menace. CEOs of Companies who don't understand what their Company does or makes for instance.

You don't have to be an expert in a game/sport to be able to understand what is required to administer it. You need to consult with representative bodies appropriately to gain that understanding.

The idea that a 170 player makes a better Board rep than a 120 is very odd. I would have thought you'd ideally want a board that represents its constituency; covering the international players, the pro-ams and the casual club player as all have a stake in the game.

Dave Brailsford was not an elite cyclist (rode pro for only 4 years). Pretty good performance director though.
Jose Mourinho and Arsene Wenger would not be classed as IM level footballers. Not bad managers mind you.

[Krishna Shiatis]

What exactly happened with the motion on having a Women's Director? Why was it rejected?

I am not sure why that was rejected. What harm could that have done except bring another person in to help who was willing to do so?

The budget is already given, so it would not have cost any more, it would have simply given the Women's managers more control of their own budget and a seat at the table - surely a good thing?

Hi Krishna,

There were a variety of points made, but the ones I can recall:

"This seems to think that creating a Directorship solves a problem."
"How would the role fit with the Junior Chess Director's work with girl's chess/ International Director's work with selecting teams for international events?"
" In the past year the Manager of Women's Chess approached the Director of Home Chess and asked for funding, the DoHC replied asking for a business plan, to which no further reply was received."
"A difference of personality/ opinion between DoHC/ MoWC is no reason to create a Directorship."
"This proposal isn't well thought out, and should be taken away and looked at again."

Its disappointing for me, having worked hard to get the motion on the agenda, and for the MoWC, who was equally enthusiastic about it, but the vast majority of council disagreed with the motion, and on at least some of the points made (and comments others made to me during the mid- meeting break) it was hard to find fault with.

On a more positive note, as I mentioned in my report, the Director of Junior Chess seemed very enthusiastic to improve girls' chess, and has set aside £500 out of his budget to be used for this.

Hi Ben,

Thank you for putting the proposal forward and for your detailed reply.

It is really sad that people thought that the reason for setting up the directorship was as a result of any problems with DoHC. It really was not and was discussed at length here.

I think that it would have solved many problems and not cost anything extra - is that a bad thing? Not least of which would have been to ensure some form of inclusion for women on the board as well as giving the board some fresh perspectives.

I am really pleased to hear that Phil has set aside some money. I do not think that you should give up on your quest. I am sure that eventually the message will get through one day that women make up 50% of the population as well as a significant portion of the chess playing public and should be represented on the board. They can not be ignored forever.

Kind regards,

Krishna

[Sean Hewitt]

I think that it would have solved many problems and not cost anything extra - is that a bad thing? Not least of which would have been to ensure some form of inclusion for women on the board as well as giving the board some fresh perspectives.

It was entirely unclear to me what problems this motion would have solved. The motion certainly allowed for the possibility, had it been passed, of a man filling the role.

I am sure that eventually the message will get through one day that women make up 50% of the population as well as a significant portion of the chess playing public and should be represented on the board. They can not be ignored forever.

There are currently three board vacancies that women would be welcome to apply for.

More important that tokenism is action, and giving women what they want from chess. Is it surprising that nearly 20% of the players at High Wycombe being women, despite the ratio of active male to female players being much much less than that?

[Roger de Coverly]

The idea that a 170 player makes a better Board rep than a 120 is very odd. I would have thought you'd ideally want a board that represents its constituency; covering the international players, the pro-ams and the casual club player as all have a stake in the game.

I don't think that is in any way disagreed. But taking FIDE as an example, you have a President laying down the law about how chess should be played, who has not, to anyone's knowledge ever played a single game under FIDE rating rules. Taking the ECF of a few years ago as an example, you had a past CEO trying to lay down the law whose practical playing experience was extremely limited.

[Krishna Shiatis]

More important that tokenism is action, and giving women what they want from chess.

We have told you what we want. Ben even put a motion up. Have you spoken to/looked at the posts of Lara, Sabrina, Jovanka, Carol and many other women who have commented on women's chess/role of women here on the forum?

I do not agree with tokenism if that is what it was. But it was not. It was a role which already exists, but does not allow the managers concerned to control their own budgets. This way, they can.

It is not just about that though is it?

Women have so much more to offer, and if this is an expedient way to arrange this, then so be it.

Volunteers are few and far between and pushing them away when they are women is not a good idea. As you said, there are three other roles to fill, but right now, even the men don't want them, so why should women be randomly pushed into them? The roles need to be filled by the best person for the role whoever they are.

[Sean Hewitt]

I agree with Paul. The fiasco over Adam's non election seems to be more to do with personal agendas and vendettas than a rational judgement. How council could think that it was preferable to have no one managing the membership scheme (now responsible for the majority of the ECF's funding) instead of Adam is beyond me.

On Sunday, someone who is a member of council was complaining to me that the ECF membership list was not in as good a format as it could be. I agree with him. I pointed out that if council had not dumped Adam, he could have asked him to sort it. As it is...

[Sean Hewitt]

We have told you what we want. Ben even put a motion up. Have you spoken to/looked at the posts of Lara, Sabrina, Jovanka, Carol and many other women who have commented on women's chess/role of women here on the forum?

You don't represent all women, or even most of them. Ben's motion, well intentioned as it was, was fatally flawed because it did not ensure more (or any) women on the board.

Volunteers are few and far between and pushing them away when they are women is not a good idea. As you said, there are three other roles to fill, but right now, even the men don't want them, so why should women be randomly pushed into them?

No one is pushing away existing female volunteers. Far from it. But if there were a queue of women (or men for that matter) who wanted to be on the board, there are plenty of opportunities.

[Martin Regan]

Rdc wrote:

Taking the ECF of a few years ago as an example, you had a past CEO trying to lay down the law whose practical playing experience was extremely limited.

Roger, you really are a saloon bar bore. This is about the 20th time you have made this claim.

Whilst, I will acknowledge freely that I have played only a handful of rated games in the last decade or so - I have kept my hand in with social games and the internet.

However, as a junior and a young (ish) man - I played rather a lot, I captained a strong Wythenshawe when it had Vic Knox and Paul Macklin in the team - I was for one year captain of Cheshire and North Wales and other clubs I have played for regularly include Chorlton, South Manchester, East Cheshire and Wilmslow.

I have played in numerous congresses and if you go back far enough you will see I once jointly won the Manchester Minor or Major at Owens Park - tying with Graham Lilley and, I'm rather pleased to say, drawing our personal game. Admittedly nowhere near as many games as you overall but hardly "extremely limited experience"

That I have not been as active over the board as you is due entirely to the fact that whilst you were obsessing about the game I was in fact building up one of the North West's largest publishing companies. And even recently while you were obsessing with the membership scheme, I was, in the height of recession and for the fun of it, launching an entirely new venture - Google Gateway Gallery.

Even so, had I not played a single game of chess, ever. I would still argue that I was far more competent than you to administer the game of chess.

[Rob Thompson]

How council could think that it was preferable to have no one managing the membership scheme (now responsible for the majority of the ECF's funding) instead of Adam is beyond me.

This was largely the point I made at the meeting, albeit in less strident terms. I got a response that summed to "he has upset too many people to have on the board".