OMOV or an elected Council?

[Roger de Coverly]

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.

As you may recall, the ECF insisted that signing the form was a requirement to play in FIDE rated events and retain a FIDE rating.

Even this was a weakening of the original position which was that all NMS members had to sign the White Form.

(edit) Those with long memories or even those prepared to look it up on the old atticus forum will recall the crisis of the "White Form" (/edit)

This is one starting point, but there's lots of material
http://www.atticuschess.org.uk/forum/ph ... 4aeebad64d
or even
http://www.atticuschess.org.uk/forum/ph ... 33&start=0

[Richard Bates]

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.

That depends upon the specific constitutional change!

Well, not really a discussion worth having without the input of an expert in company law.

It would seem to me illogical that what i interpret as the basic legal concept of a company limited by guarantee could be subverted in quite such a way, so that, in the extreme, voting rights could be held solely by non-guarantors. It seems illogical enough even without including the word 'solely'.

[Roger de Coverly]

Well, not really a discussion worth having without the input of an expert in company law.

It has at least found a question or two. Is it possible to combine direct election of directors with non-guarantor membership? Is paper free guarantor membership possible?

[John Philpott]

Roger de Coverly wrote

It has at least found a question or two. Is it possible to combine direct election of directors with non-guarantor membership? Is paper free guarantor membership possible?

I believe that the answers to these questions are respectively yes (it is far from unknown for some of the directors of a company limited by guarantee to be appointed by an outside body or by a particular interest group) and no (there needs to be unambiguous evidence of the guarantee having been given, so that it can be enforced if necessary). I also believe that the guarantee is no more than a technical device to enable limited liability status to be achieved (so there is no question of "subversion" of the basic concept). While I would not call myself an expert (although I won the law prize in the 1977 Professional Examination 1 of the Institute of Chartered Accountants in England & Wales, there have been a number of new Companies Acts since then) I think that I have a sufficient working knowledge of company law to be entitled to express a view which should not be dismissed out of hand. In any event, it seems perfectly reasonable for a group of laymen to have a discussion to try to work out what it is that they wish to achieve, and if a consensus is reached then involve experts to devise an appropriate implementation plan.

[Roger de Coverly]

(it is far from unknown for some of the directors of a company limited by guarantee to be appointed by an outside body or by a particular interest group)

That is in fact a possible way forward. Remove the rights to elect at least some of the Directors from the existing voting membership (Council) and hand it to individuals. You might consider the posts of President and one or all or Non Exec Chairman, and the non Exec Directors as suitable for this treatment.

[Martin Regan]

Simon, Roger - it was a trifle loose to term members, shareholders, though not as loose as it might seem. It is possible for members to share the assets of company upon dissolving, or even to receive a dividend. One view is that this is possible only if it is expressly allowed in the articles, the other that it is possible if the articles do not expressly forbid it. However shareholder/member is a side-issue, the real issue has been highlighted by DR.

RdC wrote:

That is in fact a possible way forward. Remove the rights to elect at least some of the Directors from the existing voting membership (Council) and hand it to individuals. You might consider the posts of President and one or all or Non Exec Chairman, and the non Exec Directors as suitable for this treatment.

Exactly

[Roger de Coverly]

It is possible for members to share the assets of company upon dissolving, or even to receive a dividend. One view is that this is possible only if it is expressly allowed in the articles, the other that it is possible if the articles do not expressly forbid it.

As Martin is no doubt aware because his election campaign highlighted it, there are various funds at the disposal of English chess which are not actually controlled by directors of the ECF. If there's any possible suggestion that the ECF could be asset stripped, that illustrates very well why such funds should be ring fenced from the ECF.

I suppose it's custom, but when people refer to ECF Council, they are really referring to a meeting of vote holding guarantor (and other) members. So there's plenty of legal basis for "Council" to vote on directors and to conduct the various formal parts of business requiring a meeting of vote holding members.

What I'm puzzled by in retrospect is why there was that immense spat between the ECF and the NCCU over White Forms, when they could, as we've now seen, easily be made irrelevant.

[Martin Regan]

What I'm puzzled by in retrospect is why there was that immense spat between the ECF and the NCCU over White Forms, when they could, as we've now seen, easily be made irrelevant.

Because as I recall, the NCCU were getting scores if not hundreds of applications to join the MO sent in with a cheque but no white form and the ECF was refusing to accept them as members until a white form was received - so we tweaked the rules.

[Martin Regan]

As Martin is no doubt aware because his election campaign highlighted it, there are various funds at the disposal of English chess which are not actually controlled by directors of the ECF. If there's any possible suggestion that the ECF could be asset stripped, that illustrates very well why such funds should be ring fenced from the ECF.

There was no suggestion of asset stripping, merely an explanation of why I had too casually used the term shareholders in place of members.

But to take up the point. The JR money was left to the BCF/ECF for the benefit of chess generally. It was not left for the sole benefit of junior chess and it was not left with the intention that it should be ring-fenced from the organisation to which it was willed. I understand why this was done and in many ways see the elegance of the solution, both in saving tax and keeping it out of the hands of the the inevitable nutters that ECF elections can sometimes throw up.
However, had I been CEO at the time, I would have been ensured at the very least that the majority of Trustees had to be serving ECF directors.

[John Philpott]

Martin Regan wrote

However, had I been CEO at the time, I would have been ensured at the very least that the majority of Trustees had to be serving ECF directors.

At least one lesson had been learned from the earlier BCF Youth Trust, and under the trust deed the BCF Council has a residual power to dismiss JRT Trustees and appoint new ones.

[Sean Hewitt]

A question - what voting system does your local leagues or county association have?

Responding to David Pardoe in another thread made me realise that neither the Leicestershire CA, nor the Stockport league (for example) have OMOV. in both of those bodies, voting power is vested in clubs (irrespective of the size of those clubs).

[Laurie Roberts]

Sean

I'm not sure you can automatically draw the conclusion that if leagues operate a "one club, one vote" system that means that arguments for OMOV at ECF are inconsistent. Local leagues don't usually have email addresses or contact details of every player in the league (and it's not that reasonable to expect all leagues to do this as volunteer time is limited) so a one player, one vote system would be difficult to implement. The ECF - on the other hand - does have contact details for members so it should be relatively easy to administer OMOV. Now the majority of chess players will be ECF Members; a one member one vote system would be representative of chess players in the country.

[Mick Norris]

The MCF is a Federation of clubs, so the votes rest with the clubs

1 for each team in the Manchester League, but no proxies allowed, so clubs need e.g. 3 people to turn up at the AGM if they have 3 votes to cast

It doesn't mean the ECF needs to operate the same way

[Alex Holowczak]

The Birmingham League has a more federal approach.

On a hand vote, it's one vote per club, but anyone can demand a full vote.

A full vote is:
(1) One vote per team entered in the league (as opposed to one vote per club).
(2) One vote per Officer (of which there are 5, President, Gen Sec, Records Sec, Treasurer, Grader).

There's no proxy voting allowed. Anyone registered for the club in the league is entitled to hold the full voting entitlement of their club. Anyone can turn up and attend the meetings, however.

We have lots of other Officers too, but they don't get votes.

The Dudley League is one vote per club irrespective of size. The Cannock League is one vote per club, plus one vote per Officer, he says, without looking it up to make sure. No proxy voting is allowed.

BUCA is one vote per team entered into the team competition, plus one vote per Officer. No proxy voting is allowed. When I was at Aston, Aston had 5 votes given the Treasurer was also from Aston.

[Roger de Coverly]

To be honest given the difficulty of getting people to attend meeting etc its hard to see how it could be any other way.

One vote per club plus one vote per team plus one vote per official is a common approach. If unincorporated, proxies can be disallowed, so when a club is entitled to multiple votes, multiple attendees are required.