OMOV or an elected Council?

[Mick Norris]

I've no idea how everywhere works. But a tiny bit of commonsense tells me that it's all about registration and voter identity. You set up a club; register it with the national body. Players join, and the club becomes their address. Players may have several addresses, but they can register to vote on national matters only at one address.

Tell me: does this process sound familiar in any way?

David

It sounds very sensible, and indeed I think that was basically what John Philpott was suggesting in another thread

We have a similar system in the MCF, except that votes are weighted as one per team rather than club - if a club has 3 teams,they need 3 people to attend the AGM in order to use their 3 votes

The problem with some clubs is they don't consult within the club, and the power is in the hands of one person (or a couple maybe), but there is little that can be done about that

[Roger de Coverly]

It sounds very sensible, and indeed I think that was basically what John Philpott was suggesting in another thread

For practical purposes, I doubt a club based system differs much from a county or league based system. It's unlikely that every club, many with fewer than twenty members, is going to want to send a representative to national meetings in London or Birmingham. It's more plausible that they would pool their votes and appoint just one person to represent several clubs. Whilst proxies can be forbidden in unincorporated bodies, they are a fact of life for the ECF unless it abandons CLG structure.

[Roger de Coverly]

I started a thread about how to elect representatives, and it turned into a discussion on OMOV. So I decided to start a thread on OMOV, and it has turned into a discussion on how to elect representatives.

The two are related. If the ECF is to remain a Company limited by guarantee, then it remains subject to the various Companies Acts. These require it to have some mechanism for appointment or election of directors, approval of critical strategic decisions and various other tasks, like approving the accounts. That mechanism could take the form of a Council as at present, or some other system. Even if you have a Council, you can debate how appointments should be made to this body to shorten the line of reporting.

The proxy system cannot be abolished because of the requirements of the Companies Acts. The best that could be done is that individual members of Council have a working practice to decline additional proxies where it would give them more than x votes. Admittedly that's a turkeys voting for Christmas proposition, but so are most reforms.

[Paolo Casaschi]

Would you really want to see a system where you are allowed to be a member of only one club and on the face of it, if you only want to play abroad or in Congresses, totally banned unless you can find a friendly club to treat you as a dummy member? Part of the complexity of the English system is the plurality of the opportunities to play, helped by the BCF and ECF not being top down organisations. So anyone can set up a chess club, it doesn't need, as in Italy, permission from the national body.

The system in Italy I believe is designed to promote local chess clubs as the aggregation point for players. There's a number of people that don't care about club nights and only play in congresses, usually players in their late part of their chess career. While the system is not specifically designed to encourage those, every congress always has some (very cheap) option for those isolated player to join a club and get into the system, nobody is left behind.

Also, players can join as many club as they want and participate to their activities according to the club rules; the only limitation is that you can be registered with the national federation only for one of those club and you can only represent that club in the national team competition (sort of the same rule as many English leagues have, you can only play for one team in a give season). Any other league other than the national team championship is free to decide their own rules about who can play for which team.

[Martin Regan]

The OMOV debate is usually held under a fog of assumption and misunderstanding.

The biggest assumption is that Council holds power within the ECF. It might have held this position within the BCF, it may still exercise power within the ECF with the acquiescence of the board, but under law it holds not a jot of power. Under law it is the directors alone who are responsible for the company and to the shareholders.

Council's power is a convenient fiction.

Thus we have an ECF where the member/shareholders have no power in reality, Council has no power in law and the board are generally unaware that they ought to be exercising power. The results are all around us.

Giving members the vote on the composition and direction of the board and then leaving the board to run the company would be a start.

[Roger de Coverly]

Under law it is the directors alone who are responsible for the company and to the shareholders.

In a Company Limited by Guarantee, who are the shareholders please?

[Martin Regan]

those who guarantee - those who have signed the white form

[Roger de Coverly]

those who guarantee - those who have signed the white form

We aren't shareholders though with any defined ownership or voting rights. The articles of the ECF specifically divide us between Full Members and Direct Members and define some of us as voting members and the rest of us as non-voting but represented. So Council have the power because they are defined as the voting guarantor members.

from
http://www.englishchess.org.uk/wp-conte ... he-ECF.pdf

5. DIVISIONS OF MEMBERS
There are two Divisions of Members in the Company – Article 7:
(a) Full Members who have the right to attend or appoint Representatives to attend Meetings
(b) Direct Members who have the right to elect Representatives to attend Meetings.

There follows a long list of those entitled to be considered as "Full" Members.

[Richard Bates]

Google isn't massively helpful in providing definitive answers, but it seems pretty sure that you shouldn't use the term "shareholders" - you should use the term "members". It is fairly clear that the Board should be appointed by (and are therefore accountable to) its members. However, beyond that it seems uncertain. It seems that membership (voting) rights are subject to the articles of association. And presumably the term "members" isn't restricted to individuals. I don't see why there can't be institutional members? Whether all such "institutional members" in the ECF are signed up as technical guarantors is another matter.

Martin are you arguing that the ECF's current voting structure is actually illegal, or just that it is 'unusual'?

[Roger de Coverly]

Council is redundant as soon as the Board is directly elected isn't it?

It's a chicken and an egg. The Articles of Association of the ECF and associated documents define who has the power to elect Directors. You find it carefully followed in Alex H's definition of voting entitlements. It can be changed, but only with a 75% majority in favour.

What is commonly called Council is also a meeting of the voting membership. That's not really a surprise as the instructions to those defining the new CLG in 2005 were to follow the old BCF structures as far as possible, so it looked like only a name change from BCF to ECF rather than anything broader. The most major change was to cut back the number of directors, quite possibly unwisely.

[Roger de Coverly]

Whether all such "institutional members" in the ECF are signed up as technical guarantors is another matter.

As far as I am aware they are. At the same time, Summer 2005, that existing BCF members were being asked to sign white forms, county secretaries were also being asked to sign on behalf of County Associations. I did read the white form very carefully, just to make sure that it was just a single pound of an insolvent ECF's debt that I was signing up to.

[Richard Bates]

Whether all such "institutional members" in the ECF are signed up as technical guarantors is another matter.

As far as I am aware they are. At the same time, Summer 2005, that existing BCF members were being asked to sign white forms, county secretaries were also being asked to sign on behalf of County Associations. I did read the white form very carefully, just to make sure that it was just a single pound of an insolvent ECF's debt that I was signing up to.

I was thinking more about some of the (newer) congresses, although on the assumption that the ECF didn't just go through the process once in 2005, i guess they probably check and update these things before finalising the voting register. How does it work with new members joining online?

[Roger de Coverly]

How does it work with new members joining online?

For a number of years, the ECF maintained that it was an absolute requirement that you had to sign the white form in order to be allowed to play FIDE rated chess and retain your FIDE rating. Even more so, they claimed it a FIDE requirement rather than an ECF one. As part of the Farthing membership scheme, they did an about turn and the requirement disappeared. All players paying the ECF for the first time through the website or otherwise since last year are unlikely to be members in the Guarantor sense. As to Leagues or Congresses, I don't know, but they do have to be admitted to membership by the Board in order to get their vote. If they are an "other organisation", they need Council approval as well.

[Simon Brown]

those who guarantee - those who have signed the white form

Wrong. There are no shareholders, only members. And the Articles say which members exist and which are entitled to vote. And that is the problem, because new members don't get a vote (just the right to appoint a representative, who does get a vote - one vote), and old members have to agree by 3:1 to disenfranchise themselves.

[Richard Bates]

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.

Law for dummies this thread should not be though, so i'll bow out...