Talk:EGM 2013/Resolutions

Amendment: resign vs retire

16.4 If some Directors appointed at an Annual General Meeting are required to resign retire at the next Annual General Meeting under Article 16.3,

Deryck Chan (talk) 20:59, 6 March 2013 (UTC)

I think "Directors" should read "Elected Directors" in several places in 16.3 and 16.4, as well. --Tango (talk) 12:40, 7 March 2013 (UTC)

Who?

The Land (talk) 20:09, 6 March 2013 (UTC)

That would be Chair of the Board? Gordo (talk) 09:29, 7 March 2013 (UTC)

Yes, I thought you knew? I'm against putting titles of any sort in signatures, and I would hope that the handful of members who are interested in looking at pages on WMUK are familiar with who was most recently elected to the board, though if in any possible doubt they can click on the link. Posting this page need not have been done by the Chair, so emphasising that the Chair has posted this does not make any material difference to its status, in particular the board of trustees has not agreed it, yet. Thanks --Fæ (talk) 14:48, 7 March 2013 (UTC)

Proposed Articles 16.3 and 16.4

I think there is a drafting error in 16.3 which fails to distinguish between "maximum size of the Board" and "maximum number of Elected Trustees", assuming that 14.3 passes. The proposal at present would require that if fewer than 3 Elected Trustees are not due for re-election at an AGM, then 5 of the Elected Trustees will have to retire at the next AGM. This cannot "have the effect of balancing the numbers of Elected Directors stepping down each year, so that no more than half the maximum number of Elected Directors should retire each year" as Stone King suggests. The part which states:

• "half the maximum size of the Board (rounded down, if necessary)"

should read:

• "half the maximum number of Elected Trustees (rounded down, if necessary)"

if it is to attempt to rebalance the number of Trustees due for election each year to be closer to half.

The reason that the number of Trustees due for election in a given year will vary from approximately one-half is that Trustees step down before the end of their term. The problem of lack of continuity on the Board will not be solved by forcing Elected Trustees into shorter terms; on the contrary, if we wanted a scheme to improve continuity, then we should be considering a standard term of three years - not at all uncommon for directors.

On balance, I don't think that proposals 16.3 and 16.4 are at all helpful under present circumstances. If we ever found ourselves with a very settled board, or the likelihood that an upcoming AGM would have to elect too many new Trustees, then we could revisit the idea of changing the standard two-year term for some of the Trustees. In the meantime, I'll be opposing 16.3 and 16.4 as very unlikely to achieve their intended purpose. --RexxS (talk) 15:31, 7 March 2013 (UTC)

It's not about having to elect too many new trustees, it's about having to elect too few. The clause is there to ensure the 2 year terms stay staggered and we don't end up with no (or few) seats available up for election in some years. And, as I pointed out to Andrew on the mailing list, it's not new. It's in the current Articles and has been there since we introduced multi-year terms. --Tango (talk) 21:45, 7 March 2013 (UTC)

Having to elect more than half new trustees one year is what leads to having to elect less than half the next. They are inextricably linked so trying to unpick them is futile. The clause may be intended to keep the two-year terms staggered but fails epically as long as we have loss of Trustees during a year, and as a side-effect increases the churn by forcing some newly Elected Trustees into one-year terms. You seem to think that short terms benefit to the charity, but they don't, and the fewer Trustees that we have to replace each year, the happier we should be, so I don't share your evident worry about not having enough elections in a given year. I'm told by Greyham that the preferred term in the charities sector is actually three years, and I believe that increasing the stability of the Board is far more beneficial to WMUK than pandering to unnecessary paranoia about the need to replace the entire board - as if section 168 didn't already cover that in any case. --RexxS (talk) 22:45, 7 March 2013 (UTC)

The first resolution to move to two-year terms was formally proposed by me, so I would ask that you refrain from making assumptions about what I think - you clearly aren't very good at it. You also don't seem to understand what the rebalancing clause does... I thought it through very carefully when I wrote it and am I entirely confident that it does what it is intended to do. --Tango (talk) 14:09, 8 March 2013 (UTC)

Your confidence is clearly misplaced, so it looks like I'm going to have to spell it out to you. Let's say that at the 2013 AGM only 2 Trustees (call them A and B) are not retiring. This triggers 16.3 because half of 7 (maximum number of Elected Trustees) rounded down is 3. So when the 5 new Elected Trustees (let's call them C, D, E, F and G) are elected, 16.3 requires that a number of them will have their terms reduced to one year. That number is half of 11 (the maximum size of the Board) rounded down (i.e. 5) less the 2 who are not retiring in 2013. Now 5 - 2 = 3, so 3 of the newly Elected Trustees will serve for one year (let's pick C, D, and E). So at the 2014 AGM the Trustees due to retire are A, B (who finish their 2-year terms), C, D, and E (who finish their 1-year terms). Therefore at the 2014 AGM, only F and G are not retiring, so that triggers 16.3 ... and it triggers in every subsequent year. So please don't give me this crap about my lack of understanding; you should realise that personalising these debates as you have done will come back to bite you. You didn't think it out carefully enough, nor did you check the potential consequences of the system your are advocating. I'll be satisfied with a simple striking of your misrepresentation of my deductive abilities; your apology is not required. --RexxS (talk) 15:27, 8 March 2013 (UTC)

I think I know what I think better than you do... I was talking about the clause with the typo you pointed out corrected, since it's very obviously just a typo - the lawyers have missed several places where "Directors" and "Board" need to be changed to "Elected Directors". There is nothing fundamentally wrong with the rule, other than a typo. --Tango (talk) 15:33, 8 March 2013 (UTC)

Ah so it's the lawyers' fault now? The "typo" that I pointed out above? And that makes me the one who doesn't understand? You really need to quit the insults and back-pedalling. I dispute that there's "nothing fundamentally wrong with the rule". As I have already shown, the rule produces more elections than would occur without it, and that "churn" is the fundamental flaw that I object to. You were on the board two years ago, so tell me, how many members of the Board from March 2011 are still Trustees? One? Not only that but I can count at least seven more Trustees who have come and gone since that time. We are turning over virtually the complete membership of the Board in less than two years and there is no continuity. Everyone can see that. Yet you want a system that kicks in at the exact time where most trustees places are up for election, and results in even more turn-over the following year when we need stability instead. What's really needed at such a time is to not to reduce some of the terms to one year but to extend them to three years to improve stability. You hold the concept of "balance" to be valuable - "balancing out the number of elected places each year" - well, it's not only not valuable, it's destructive by destabilising the personnel on the Board. 'Balance' is an abstract principle that has no intrinsic worth and needs to be evaluated by its consequences. In this case the consequences are to further aggravate the difficulties that trigger its enactment. I explained what happens when your scheme went wrong through the "typo". Exactly the same thing happens without the "typo" if we lose just two Elected Directors during the course of a year - and a sample of the past few years shows that we do a lot more than that. The reality is that 16.3, if enacted, would trigger far too regularly and would simply ensure that very few Elected Trustees would serve two-year terms. If you want to make sure we get through the limited pool of volunteers willing to serve as quickly as possible, then just propose we go back to one-year terms. That would at least be upfront, rather than trying to achieve that goal through back-door means like 16.3. --RexxS (talk) 17:07, 8 March 2013 (UTC)

It was hard enough getting two-year terms past the members - you'll never get removing the balancing past them. --Tango (talk) 18:17, 9 March 2013 (UTC)

Hmmm.

I think it would make better sense if the new 16.3 said " ...then a number of Directors appointed at that Annual General Meeting equal to half the maximum number of Elected Directors (rounded down, if necessary) less the number of Elected Directors not retiring shall be required to retire at the next Annual General Meeting." That would mean that in your scenario, Doug, of the five new elected trustees in 2013 only one would have a one-year term, and A, B and E would be up for re-election in 2014. Then we would end up back in the right cycle and absent any further resignations everyone elected in 2014 and thereafter would expect a two-year term.

How does that sound? The Land (talk) 19:04, 9 March 2013 (UTC)

Apart from fixing the obvious error Doug already pointed out, what have you changed? --Tango (talk) 19:10, 9 March 2013 (UTC)

Status of replacement Directors

In discussion we have been using the phrase "Co-opted Director" for those appointed under both article 17.2 and 17.5. I'm going to suggest that the confusion and lack of clarity in other clauses caused by this should be eliminated by stating clearly that a Co-opted Director is only one appointed (with a two-year term) by means of 17.2, and recognising that those appointed through section 17.5 are Elected Directors (albeit replacements, whose term ceases at the next AGM) for all the purposes of these articles.

• Amend the final sentence of 17.5 to read "A replacement Elected Director so appointed must retire at the next annual general meeting."

The existence of such replacement Electors Directors is not recognised by 16.3, either. If 16.3 were to be consistent it would have to read:

• "... Directors not retiring at an Annual General Meeting, due to not being required to retire by Articles 16.1 and 17.5, and not choosing to retire voluntarily, ..."

This would mean that seven Trustees would be of type "Elected" and three (or rarely four) would be of type "Co-opted" for all purposes, and we would discontinue using the co-opted label for those appointed as replacements for Elected Directors. Thoughts? --RexxS (talk) 16:41, 8 March 2013 (UTC)