Talk:EGM 2013/Resolutions
Amendment: resign vs retire
- 16.4 If some Directors appointed at an Annual General Meeting are required to
resignretire 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)
- 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)
- 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)
- 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)
- 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)
- 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)
- I'll confess I wasn't quite sure what the point under discussion was. If we're all agreed there's a drafting error and correcting it will mean the resolution has the desired effect, then great. The Land (talk) 20:11, 9 March 2013 (UTC)
- (edit conflict) The problem remains, Chris, that this clause is triggered when the board has more places up for election than the 3 or 4 we would get if half the terms finished each year - in other words: when we have more trustees standing down than expected. The effect of the clause is to increase the number of trustees required to retire at the next AGM, thus increasing the turn-over of trustees at a time when we already have more trustees retiring than we would want. That decreases the stability of the Board, and I find that a very poor trade-off against the abstract "benefit" of balancing the numbers retiring each year. In fact, if we wanted to do that, then as I suggested above, we should be using the trigger to extend some terms to three years, not shortening them to one year. That is how you increase stability, although it would take an extra year before the pattern was restored to electing 4 places one year, 3 the next. Any of Tom's arguments would make sense if we were a Board that had remained unchanged for many years and needed fresh blood, or if there were huge numbers of members clamouring to be elected to the Board. My perception of the situation is the diametric opposite of that, and we need to take measures to improve stability. I'd be interested in hearing Greyham's perspective on these issues, but I suspect that anyone from the conventional charities sector would find our Articles bizarrely designed to ensure that we retain trustees for the shortest time possible. YMMV --RexxS (talk) 20:12, 9 March 2013 (UTC)
- The clause does what it is intended to do, which is to ensure the board remains accountable to members via elections. If we don't have a significant number of seats coming up for election each year, then members don't have an easy way to influence policy. It does reduce stability, that is true, but that was a conscious choice - we chose to increase stability by moving to two year terms, but we limited that a little in order to retain a certain level of accountability. That may well be unusual for "conventional charities" but we aren't a conventional charity - we are a charity that exists to serve a movement and we need to be accountable to that movement in order to work effectively. --Tango (talk) 20:42, 9 March 2013 (UTC)
- Empty phrases. Every charity thinks is different from the others, but the truth is that they have a lot in common and the need for stability exists in all of them, Three year terms are the norm. The clause has the effect of reducing the stability of the Board and nothing else. There is already the provisions of section 168 of the Companies Act if it's really necessary to hold Trustees accountable and we don't need to have most of them up for re-election every year to accomplish that - as if it would actually have that result. If you want to influence policy, then discuss it and encourage others to participate as well. The threat of not being re-elected means nothing to those who would welcome the chance to step away from the responsibility, thankless work, and death threats. It discourages any others from taking unpopular action even when they know it is in the best interests of the charity. The unpalatable truth is that these are destructive clauses that will have a very negative net value for the charity. --RexxS (talk) 02:46, 10 March 2013 (UTC)
- I am well aware of the importance of stability - that is why, as I've already pointed out, I originally proposed to move to multi-year terms (and I did seriously consider 3 year terms, but didn't propose it in the end because I didn't think members would go for it). Stability has to be balanced with accountability, though. S168 is an important safety net, but it is quite difficult to use and only really works as a last resort when things have gone seriously wrong. There is more to accountability that being able to deal with rogue board members - you also need to be able to deal with the overall position of the board having shifted away from where members want it to be. --Tango (talk) 14:19, 10 March 2013 (UTC)
- Empty phrases. Every charity thinks is different from the others, but the truth is that they have a lot in common and the need for stability exists in all of them, Three year terms are the norm. The clause has the effect of reducing the stability of the Board and nothing else. There is already the provisions of section 168 of the Companies Act if it's really necessary to hold Trustees accountable and we don't need to have most of them up for re-election every year to accomplish that - as if it would actually have that result. If you want to influence policy, then discuss it and encourage others to participate as well. The threat of not being re-elected means nothing to those who would welcome the chance to step away from the responsibility, thankless work, and death threats. It discourages any others from taking unpopular action even when they know it is in the best interests of the charity. The unpalatable truth is that these are destructive clauses that will have a very negative net value for the charity. --RexxS (talk) 02:46, 10 March 2013 (UTC)
- The clause does what it is intended to do, which is to ensure the board remains accountable to members via elections. If we don't have a significant number of seats coming up for election each year, then members don't have an easy way to influence policy. It does reduce stability, that is true, but that was a conscious choice - we chose to increase stability by moving to two year terms, but we limited that a little in order to retain a certain level of accountability. That may well be unusual for "conventional charities" but we aren't a conventional charity - we are a charity that exists to serve a movement and we need to be accountable to that movement in order to work effectively. --Tango (talk) 20:42, 9 March 2013 (UTC)
- (edit conflict) The problem remains, Chris, that this clause is triggered when the board has more places up for election than the 3 or 4 we would get if half the terms finished each year - in other words: when we have more trustees standing down than expected. The effect of the clause is to increase the number of trustees required to retire at the next AGM, thus increasing the turn-over of trustees at a time when we already have more trustees retiring than we would want. That decreases the stability of the Board, and I find that a very poor trade-off against the abstract "benefit" of balancing the numbers retiring each year. In fact, if we wanted to do that, then as I suggested above, we should be using the trigger to extend some terms to three years, not shortening them to one year. That is how you increase stability, although it would take an extra year before the pattern was restored to electing 4 places one year, 3 the next. Any of Tom's arguments would make sense if we were a Board that had remained unchanged for many years and needed fresh blood, or if there were huge numbers of members clamouring to be elected to the Board. My perception of the situation is the diametric opposite of that, and we need to take measures to improve stability. I'd be interested in hearing Greyham's perspective on these issues, but I suspect that anyone from the conventional charities sector would find our Articles bizarrely designed to ensure that we retain trustees for the shortest time possible. YMMV --RexxS (talk) 20:12, 9 March 2013 (UTC)
- I'll confess I wasn't quite sure what the point under discussion was. If we're all agreed there's a drafting error and correcting it will mean the resolution has the desired effect, then great. The Land (talk) 20:11, 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)
This may suffer with TLDR during the EGM, we certainly will not have time to reiterate over a lengthy debate for the benefit of members present. Whoever feels strongly on the pro or con side of any resolution or additional amendment thereof, may need to think of how to capture any issue in a 30 second elevator speech. Even if this reaches a consensus here, the same debate may flare up and it may be worth having a pithy summary at your elbow. Cheers --Fæ (talk) 07:34, 10 March 2013 (UTC)
- That is why I've been saying we need to have proper discussions before we vote. Thirty seconds is not enough time to discuss such fundamental issues about how our charity is run. A well attended workshop to discuss all the issues in advance of any decisions about what to put on the formal agenda would resolve that problem nicely. --Tango (talk) 14:19, 10 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)
The precise terms of the election shall be determined by the Board
EGM 2013/Draft Resolutions#Change to voting system - replacing Approval Voting with STV currently says...
17.1 The Members of the Charity shall elect Elected Directors according to the Single Transferable Vote system, as propounded by the Society for Electoral Reform, but the precise terms of the election of which shall be determined by the Board and detailed in regulations issued by them for that purpose. The results of each such election shall be declared as soon as practically possible after the vote has closed and the successful Elected Directors duly be appointed with effect from the end of the AGM at which the results are declared.
So the board can change the version of STV to be used. In theory they could choose a system that benefits incumbents, or even a powerful subset of incumbents. I am not saying that they will, but avoiding this sort of things is surely the whole purpose of having a written constitution.
What was wrong with specifying "ERS97 variant of the single transferable vote system as implemented by the OpenSTV software"?
Yaris678 (talk) 14:50, 11 March 2013 (UTC)
- Hi Yaris. Yes, that's a good point. Currently neither the system not the details of election rules are defined in the Articles - they are all in the Election Rules, and which requires a Special Resolution to be changed. James Farrar has kindly drafted revised Election Rules for STV and it might be just as good to simply adopt these revised Election Rules rather than amending the Articles in this way. (There is no particular need for the Articles to spell out the electoral system, when there are regulations that do this just fine).
- The chance of the Board deliberately manipulating the Election Rules for nefarious purposes is, I hope, a remote one. But equally I am not sure how much value there is in the Board being able to make amendments to the Election Rules without asking the members.
- Any other thoughts on this? The Land (talk) 16:59, 11 March 2013 (UTC)
- There's a reason why the existing election rule were adopted as a special resolution, precisely so that while not part of the Articles would still requires 2/3 majority of the voting members to change. Make adopting of any relevant revised rules a special resolution at the EGM would be fine. -- KTC (talk) 18:10, 11 March 2013 (UTC)
- Thank you for your replies. Based on what you say, I think EGM 2013/Draft Resolutions#Change to voting system - replacing Approval Voting with STV should either be dropped or renamed and replaced with something like this:
- There's a reason why the existing election rule were adopted as a special resolution, precisely so that while not part of the Articles would still requires 2/3 majority of the voting members to change. Make adopting of any relevant revised rules a special resolution at the EGM would be fine. -- KTC (talk) 18:10, 11 March 2013 (UTC)
17.1 The Members of the Charity shall elect Elected Directors according to the Election Rules.
- For comparison, 17.1 of the Articles currently reads "The charity may by ordinary resolution appoint a person who is willing to act to be a Director"
- I was considering sticking something in about how the election rules can only be changed by special resolution, but I see that is already covered by special resolution 2 at Meetings/2009 AGM/Notice.
- Yaris678 (talk) 19:01, 11 March 2013 (UTC)
- Thanks to everyone for their input. I have revised the draft resolution so that instead we are amending the Election Rules - I amended James F's draft very slightly. The Land (talk) 11:37, 15 March 2013 (UTC)
What if lots of Elected Directors resign?
Something that's been mentioned to me is "What do we do if lots of Elected Directors resign in the middle of their term?" - there could in theory be a scenario where 3 co-opted and 2 elected trustees end up co-opting up to 6 more trustees to fill casual vacancies, which would be substantially less than ideal, particularly if it happened a long time from the next planned AGM.
It might be possible to introduce a provision where if 4 or more elected trustees resign mid-term, an EGM is automatically called for fresh elections.
However, I am not sure whether this would be necessary. In such circumstances, the Board could call an EGM, or indeed 5% of the membership could do so (while this isn't spelled out in our Articles, it is there in s303 of the Companies Act 2006) so I'm not sure there would be any point in making that process automatic. What do people think? The Land (talk) 17:17, 11 March 2013 (UTC)
- Any organization that attempts to define processes for every hypothetical scenario is not only doomed to fail, but will rapidly find that the process are not implementable when things start going wrong, as they were just too darn hypothetical. The EGM process is an easy back-stop for many disastrous scenarios and I suggest this is all that is necessary and sufficient for this hypothetical problem.
- There is a risk that we have such a complex set of articles and supporting pack of policies and processes (where we can tell the difference) that we will only attract trustees with a passion for constitutional law, or trustees that are happy to entirely rely on the advice of our self-declared constitutional wikilawyers rather that rely on their own judgement; not a desirable future for the board of trustees even with the help of a future GovCom. Thanks --Fæ (talk) 18:17, 11 March 2013 (UTC)
- I agree, it's far too complicated to come up with a set of rules that will work in every situation without leaving any discretion. We don't want the Articles for force an EGM on us a month before the AGM, for instance, so you would need a rule to avoid that. Three people resigning the day after the AGM is a much bigger problem than 4 people resigning spread out over the year, so you would want to rule to cover that. Etc., etc., etc.. It's much more practical to give the board some discretion over when it is necessary to call an EGM and rely on the members' statutory powers to act as a safety net if the board goes rogue. --Tango (talk) 13:37, 15 March 2013 (UTC)
Number of directors?
These resolutions would mean that we'd normally have a board of 10 members. Is that the right number? The review recommended 9 (6 elected, 3 co-opted) - would that be a better number to go for? We've always gone for odd numbers in the past (5, then 7) on the basis that it avoids the risk of a draw in a board vote, although in practice we do aim for consensus so this might not be essential. Thanks. Mike Peel (talk) 11:14, 15 March 2013 (UTC)
- In Compass's "Characteristics of givernance" (page 9 of the review for those following closely ;-) ) it says "8 to 12 Board members". Their recommendation in our case was 9 (6 elected and 3 co-opted). The case for 10 rather than 9 is that it doesn't involve reducing the number of elected directors from the current number. I can see the argument for having an odd number of directors to avoid ties, but we have had 6 directors more or less continually since September, and I can't recall there being a tied vote. Ultimately we have to pick a number! The Land (talk) 11:25, 15 March 2013 (UTC)