[galpinos]

The BMC is a breath of fresh air to a governance cynic like me, as although they do make mistakes they are genuinely open where they should be, more than any organisation that I know well, and try to apply the principles (and apologise and do it right next time when they fail) and they bend over backwards to be kind to troublesome members other organisations would have long ago put through discipline processes and booted out.

Offwidth, the BMC may seem like this to you, but as someone who has only recently started getting involved/caring they don't currently look "genuinely open where they should be". Also, as someone with no background in these kind of organisations or procedures, the lack of clarity of the nominations process and the fact it would appear, from the outside, that no-one's vote bar the President's mattered looks decidedly wrong.

All this seems a shame as the BMC seemed to be heading down the right track after a turbulent couple of years and this impression undermines all the good work that they do.

[abarro81]

Offwidth, the BMC may seem like this to you, but as someone who has only recently started getting involved/caring they don't currently look "genuinely open where they should be". Also, as someone with no background in these kind of organisations or procedures, the lack of clarity of the nominations process and the fact it would appear, from the outside, that no-one's vote bar the President's mattered looks decidedly wrong.

As someone who only vaguely keeps track of this stuff due to it seeming tediously complex, I'd +1 this

[Offwidth]

The BMC is a breath of fresh air to a governance cynic like me, as although they do make mistakes they are genuinely open where they should be, more than any organisation that I know well, and try to apply the principles (and apologise and do it right next time when they fail) and they bend over backwards to be kind to troublesome members other organisations would have long ago put through discipline processes and booted out.

Offwidth, the BMC may seem like this to you, but as someone who has only recently started getting involved/caring they don't currently look "genuinely open where they should be". Also, as someone with no background in these kind of organisations or procedures, the lack of clarity of the nominations process and the fact it would appear, from the outside, that no-one's vote bar the President's mattered looks decidedly wrong.

All this seems a shame as the BMC seemed to be heading down the right track after a turbulent couple of years and this impression undermines all the good work that they do.

I've never disagreed with the potential problems here; yet:

Nothing much seemed to be wrong in the Nominations process according to the BMC report. Sharks argument is turning  molehills into mountains. Some minor issues (President conflict of interest being on the Nom Com) I think are real (but in that case not serious, being protected by a Board ratification vote)

On the elections none of us know if the outcomes would have changed if Lynn's average discretionary votes were stripped out from the numbers (seemingly round 700 but varying from motion to motion). Anyone can look at the voting total numbers we have and it seems very unlikely to me, except ND, where JR almost certainly could not have won being bottom.

Shark could have avoided doing something that I see as pretty similar to the original content of Bobs MoNC but from the opposite political perspective.. writing a polemic based nearly all on opinion. The article also contained errors and misinformation that could have been avoided from the start (if he did what a good journalist would and allow the organisation a right to comment before publication).

My concern is how do you fix this given there is an ongoing political struggle in the BMC membership with clearly very strong views on either side.  I think retrospective change is always bad and in this context a terrible idea. Knowing exactly what proxys did, when this wasn't part of the rules for 2019, does risk being seen as JRs, 'fan club' (where I was a part remember), attempting to cause harm in revenge due to sour grapes.  I disagree with those who seem to hate JR's politics but they are members.

You have to allow proxy votes so I'm hoping with better advice to members people who don't absolutely know they want the chair to have a discretionary will with better advice direct an abstain in future.

[spidermonkey09]

the fact it would appear, from the outside, that no-one's vote bar the President's mattered looks decidedly wrong.

All this seems a shame as the BMC seemed to be heading down the right track after a turbulent couple of years and this impression undermines all the good work that they do.

This is also my view as someone who volunteers a small amount of time to the BMC. I have neither the time nor the inclination to work out whether Simon's piece was mostly fair or not, but I was disappointed a response took so long and disappointed it danced around the proxy issue; this was surely deliberate.

[shark]

On the elections none of us know if the outcomes would have changed if Lynn's average discretionary votes were stripped out from the numbers (seemingly round 700 but varying from motion to motion). Anyone can look at the voting total numbers we have and it seems very unlikely to me

Well let’s take the guesswork out of it then.

It is within the Board’s gift to be open and transparent by disclosing the Chairs discretionary proxy numbers.

Members can then know whether Lynn determined the outcome of any of the appointments and she can provide a rationale for using the votes entrusted to her in the way she did.

It doesn’t reflect well on the Board to keep members in the dark like this.

[Offwidth]

I think if you really cared about openess and transparency you would have dealt with this like a proper journalist in the beginning and given the article up-front for the BMC to comment before publication (on those errors and opinion almost dressed as fact). Also if you really cared about openess and transparency once the review was announced you should have shut this down.  It's not really guesswork given the voting numbers, the margins are massively over 700. You know full well that two results would almost certainly be the same with discretionaries removed. The exception is the ND fundraising where JR being bottom could not have won if discretionaries were removed. What we don't know from the numbers are things like  if Lynn had a large enough number of discretionaries and voted for him if he might have won. All of this is in the context that JR admits upthread that he didnt campaign as he really wanted a woman to win the vote. All the fuss you make over 2019 discretionaries influencing the vote agaisnt JR therefore has to be a smokescreen. I fully support that the review does need to look at issues around discretionaries for future AGMs but that is already part of the  remit.

[spidermonkey09]

I think if you really cared about openess and transparency you would have dealt with this like a proper journalist

I have literally no skin in this game, but I've read this point a few times now and its rankling a bit. People who aren't professional journalists have no obligation to act like professional journalists. The average member would have no problem with the opinion piece Shark wrote for UKC in his capacity as a 'concerned member.' If the BMC hierarchy objected to it they could have put a speedy statement out correcting what they deemed to be wrong, which they are capable of given their commendably swift response to the wild camping farrago detailed on UKC/BMC website. They didn't do this for some reason.

[JR]

All of this is in the context that JR admits upthread that he didnt campaign as he really wanted a woman to win the vote.

Not entirely accurate out of context, as my reluctance was essentially driven by experience of the process (which included not really making it easy for female candidates, and me wanting the BMC to start meeting the targets set), which the BMC has acknowledged needs looking at, because there's room for improvement.

[Offwidth]

I'd like to see a single example of an organisation like the BMC that does it.

British Canoeing at 2019 AGM voted that proxy votes be disclosed as part of the show of hands, as well as disclosed for polls.  (item 11.2)

Just re-checked the AGM minutes and website for British Canoeing and there is no 2019 proxy breakdown visible anywhere. Maybe its approved for next year, maybe that rule change doesn't mean what you think it does.

Cycling UK is not a Company

[Andy Syme]

 Steve

BCU - look for 2019 AGM pack.  They are changing their articles to disclose Proxies in order to comply with companies is their justification, though I'm not sure that's right.

Re UK cycling no they are not a company they are a sporting membership body.  We've already established that companies do generally disclose.

[JR]

Seriously folks...

CYCLING UK IS A TRADING NAME OF CYCLISTS’ TOURING CLUB (CTC) A COMPANY LIMITED BY GUARANTEE

It’s on the website and companies house.

https://www.cyclinguk.org/about-ctc/policies-and-procedures/ctcs-structure

https://beta.companieshouse.gov.uk/company/00025185

Incorporated 1887

[Will Hunt]

Absolutely everything else aside, I don't think that the President or any board member or person in a position of significant power should have the authority to assign large numbers of proxy votes, particularly if they can do so anonymously.

That's not to say that I think Lynn has acted maliciously. I'm sure that whatever she did (I've little interest in this so haven't read around it), she did it with fair intentions.

[shark]

Had a beer and a few gins but my understanding is that CTC is a charity that has limited company subsidiaries in common with many charities

Edit. So clarified with JR that CTC is a company limited by guarantee (like the BMC) that is registered as a charity. Apparently most charities have this structure. CTC also has limited company trading subsidiaries.

[Offwidth]

Seriously folks...

CYCLING UK IS A TRADING NAME OF CYCLISTS’ TOURING CLUB (CTC) A COMPANY LIMITED BY GUARANTEE

It’s on the website and companies house.

https://www.cyclinguk.org/about-ctc/policies-and-procedures/ctcs-structure

https://beta.companieshouse.gov.uk/company/00025185

Incorporated 1887

My apologies in that case on saying its not a company. I hadn't looked for the company house route to see itts a company run as a charity. Its still not that similar to the BMC as the AGM minutes are clearly in charity style having  Trustees instead of Directors. Such AGMs run under slightly different rules to company AGM rules. Most membership organisations have trustees on their AGM.

[Offwidth]

Steve

BCU - look for 2019 AGM pack.  They are changing their articles to disclose Proxies in order to comply with companies is their justification, though I'm not sure that's right.

Still can't find anything on BC providing individual proxy numbers in future. 11.2 is about modifying the articles to include proxy votes in any show of hands vote (as IS required in company law) as previously they didn't include proxies. Unless I've missed something else you have just misunderstood what this means.

Did find that in future in all instances, in the AoA, Chairman will be changed to Chair (for Shark).

[Offwidth]

I don't think that the President or any board member or person in a position of significant power should have the authority to assign large numbers of proxy votes, particularly if they can do so anonymously.

It shows how out of touch many are on this subject as (anonymity aside)  this proxy facility has to happen for the AGM chair by company law. Issues around anonymity are also not as simple as you believe but big PLCs are now releasing chair proxy splits ( a pretty recent change) but I'm not aware of any other membership organisations with an AGM run under company rules that currently do this (this doesn't mean there are none).

The Board position for the BMC 2019 AGM was that the breakdown was not to be provided. Shark thinks we should retrospectively change that (with its possible complications). I think the Board response is correct and it should be looked at by the governance working group and the Board should use that to make a decision for 2020 onwards.  I'm pretty sure Lynns position will remain no retrospective release unless the Board change their mind.. not because of her views but... because that is how a Board should work (with collective responsibility for its majority decisions).

[Offwidth]

I think if you really cared about openess and transparency you would have dealt with this like a proper journalist

 People who aren't professional journalists have no obligation to act like professional journalists. The average member would have no problem with the opinion piece Shark wrote for UKC in his capacity as a 'concerned member.' If the BMC hierarchy objected to it they could have put a speedy statement out correcting what they deemed to be wrong, which they are capable of given their commendably swift response to the wild camping farrago detailed on UKC/BMC website. They didn't do this for some reason.

Sorry, I overlooked this earlier. Obviously I disagree about it being a journalistic piece as its an article on the biggest UK climbing website, raising serious concerns about the BMC. Journalistic rules in my view apply to anyone who wishes to be taken seriously on such potentially damaging public accusations. They are nothing to do with being a paid professional journalist  nor member of a professional body. In addition Shark is an ex BMC employee and an ex BMC National Council member and is conflicted given his relationship,with Gron (who lost in this election). All these reasons mean I think he should have given the BMC a fair chance to comment before publication  or at least got some other independant people to look over it who are very familiar with the BMC.

On the issue of speed differences. The BMC can be pretty rapid on operational issues picked up by the staff. On Board governance matters Board volunteers have to pick this up over and above all their other volunteer work for the BMC. Im very greatful for Jonathan White for leading on this (but it is not just his paper, as some seem to think, it will have been agreed by the Board).

Members need to think hard on this. Do the membership want the Board to do this for every future Bob or Shark's concerns or do members want Board time spent in other ways.

[petejh]

 Could this whole debate about proxies being disclosed not be easily resolved by - ironically! - putting it to members to decide at the next AGM? The BMC is a member-led organisation after all.

'Ironically' because you might end up with lots of proxy votes deciding the matter of whether or not proxy votes are disclosed.

My choice would be that proxies are disclosed by those in positions of 'power' (using the term lightly) at the BMC.

[Will Hunt]

I shouldn't worry too much, Steve. This stuff is all so boring that precious few people are paying any attention. I think I tried to read Shark's article but my lungs kept collapsing and my heart kept stopping as my body impulsively tried to shut down and give me the easy way out.

[Offwidth]

They could Pete but it's still a Board decision that, if it needs articles changes (I'm not sure it does), will need to be ratifed by members at the next AGM.  Members could raise an AGM motion but if by next spring it looked like the BMC were doing this anyway what would be the point? If Chairs proxy voting is agreed (very likely I'd say given how easy it is to rabble rouse on such a subject), given the political split in the BMC governance obsessives who always turn up and vote and that discretionay proxys are not going away anytime soon, we can then look forward to attacks on Presidents for whichever way they vote at the AGM, for years to come. Rehan resigned early as he could no longer spend the time and energy under such attack and Nick decided not to stand from his position of Acting President after a pretty torrid year. This aptly labelled 'proxy war' is the just the latest move in a chess game between BMC 'traditionalists' and 'modernisers'. I just wish those who seem to do this and nothing else useful would get lost and let the BMC get on with its work. I don't see Shark in this category, but he and others should think about how they go about things or, as he has, they will be burning Board volunteer time that could have been spent on something constructive.

The best solution in my opinion is to get members to understand that a chair's  discretionary proxy is given trusting the Chair will use it in the best interests of the organisation. That's part of why we elect a BMC President. If voters are unsure the President will vote the way they want they should give their discretionary proxy to someone else. If they don't really care about the outcome of a vote they should proxy direct an abstain. Proxys help protect an organisation from single issue activists who could turn up en masse and try to stack an AGM decision.  In my academic union activists at Congress managed to get a boycott of Israel Universities passed that very few members agreed with, so an Extraordinary Congress had to be called to reverse the decision (at great expense and waste of organisational time and energy). I've seen (time and time again)  voter intimidation at my union Congress based on show of hands. I happen to care very much about activists getting carried away and using proceedures (or baps in them) to distort organisational democracy. I could tolerate Chair proxy publication (it will be bloody hard on Presidents as AGM Chair), but where possible I think voting should be secret. Splitting votes seem attractive to the ignorant but could open the AGM Chair up to legal action from proxy voting members,  on not taking their Chair proxy responsibilities seriously and 'destroying' the member's vote.

[Offwidth]

I shouldn't worry too much, Steve. This stuff is all so boring that precious few people are paying any attention. I think I tried to read Shark's article but my lungs kept collapsing and my heart kept stopping as my body impulsively tried to shut down and give me the easy way out.

These governance squabbles had pretty serious effects for Rehan and Nick and the funding and operational functions of the BMC in 2017/18 . We are lucky Lynn is a woman with a strong constitution (or allegedly 'no governance nitty gritty' from some who don't like what they think she did). People should beware of the motivations of those who don't volunteer anything for the organisation other than aggressive positions on governance. Even those who do contribute elsewhere can get carried away (probably including me).

[shark]

The best solution in my opinion is to get members to understand that a chair's  discretionary proxy is given trusting the Chair will use it in the best interests of the organisation. That's part of why we elect a BMC President. If voters are unsure the President will vote the way they want they should give their discretionary proxy to someone else.

I agree. But that doesn’t mean that it should be kept a secret.

Lynn was vocal after her election at the Area Meeting about being open and transparent. She also declared she would be vigorous in her role of holding the Board to account. She also has highlighted her role as an active members champion.

All of this seems entirely at odds with refusing a request by at least one member to disclose the number of votes entrusted to her, how she voted and providing a rationale for using the votes in the way she did.

It is within her gift to release this info. Nobody is stopping her. No rules would be broken and there is a precedent of a previous President having disclosed similar proxy information. It would demonstrate a commitment to openness and transparency and engaging and listening to members concerns.

She was offered the right of reply by UKC as standard but declined it.

The fact that she is not legally obliged to disclose the info doesn’t mean she shouldn’t and all the indications are that it is both good practice and common practice to do so.

It is also in the Boards collective gift to release at least the proxy numbers as well and as far as I know there hasn’t been a direct vote on the matter.

You mention time wasted. Yes I feel my time has been wasted too by an obstinacy to not reveal the information or even give a valid reason for not releasing it.

The board or Lynn would save a lot of time by just ‘fessing up and having a conversation about what actually happened so there is closure to this sorry episode and lessons can be learnt to help with improving things for next time.

[JR]

It shows how out of touch many are on this subject as (anonymity aside)  this proxy facility has to happen for the AGM chair by company law. Issues around anonymity are also not as simple as you believe but big PLCs are now releasing chair proxy splits ( a pretty recent change) but I'm not aware of any other membership organisations with an AGM run under company rules that currently do this (this doesn't mean there are none).

On the basis neither you nor I are actually professional governance experts on this I have asked ICSA: the Governance Institute (professional body for governance and company secretaries), of whom I'm a member.  Although I'm sure you'll be quick to point out the specific guidance is in the context of PLCs, the guidance doesn't just cover PLCs (nor is it that new), I checked with them on that point.

"However, the thinking behind governance topics in the big PLCs does tend to "trickle down" and making poll results available in the quest for transparency is becoming commonplace."

They wrote the guidance on this back in august 2004: https://www.icsa.org.uk/knowledge/resources/disclosing-proxy-votes

I can't publish the full script of the guidance, as it's licensed to me personally, but the BMC have seen it. In essence it says (good practice is):

• Display the proxy votes in the meeting
• Provide a written summary of proxy votes at the end of the meeting
• Put it on the website for a reasonable period after

I totally appreciate that in the context of smaller organisations like the BMC, this isn't always possible (cost and technical ability etc) to put up on a screen in real time, but they do specifically say that the information should be available on the website for a reasonable period following the AGM.

I don't know the full British Canoeing stance on this, but it's clearly a transparent variation on this theme. The minutes you're referring to do say:

"The proxy votes would be shown first, followed by the votes taken in the room (firstly those against, abstentions and then those in agreement)."

https://www.britishcanoeing.org.uk/uploads/documents/AGM-2019-Minutes-Draft.pdf

So one can reasonably assume that if the figures were to be requested in a written form they would be. The same is true in their minutes from 2017 EGM (which is probably when they sorted their tier 3 etc):

"There were 58 votes in the room. 575 Proxy votes had been received. Some of the proxy votes has already been cast for or against a motion, whilst other proxy votes were being held in the room. Votes in the room, proxy votes cast and proxy votes held in the room would all be taken separately and then added up for each motion."

https://www.britishcanoeing.org.uk/uploads/documents/2017-EGM-Minutes-Approved.pdf

I'm personally not aware that the BMC Board had a strict position on post AGM proxy vote number release specifically prior to the 2019 AGM.  In essence because it was probably never really looked into it in detail because it wasn't asked until after (accepting that there was a discussion about the volume of the proxy numbers which I wasn't party to). The implementation of electronic proxy voting makes engagement much easier, and so it becomes a bigger issue for members, and now it's being asked because of the volume of proxies that individuals may have which could sway a decision. It's dull, and it's technical, but these are important issues of trust.

There isn't a strict legal requirement to release proxy numbers, but it's in line with the "quest for transparency". I also asked the ICSA Policy Manager in the context of the BMC doing this and the response was:

"I cannot recall any instance (this is only anecdotal) of where an organisation decided not to do this."

-

[Offwidth]

All of that is very well and good but membership organisations with AGMs based on company law must be 'well behind the curve'. I can't find BC proxy number breakdowns for the chair in any of their AGM  minutes and that link doesn't clarify things either (it looks like the bulk proxies totals they publish, as the BMC already does). Can you show me any clear example of a membership organisation AGM based on company law that is already run with Presidents proxys declared, motition by motion, in public?

It would be nice if you asked your contact about the possible legal complications about releasing such proxy information retrospectively... we all know they recommend it for the future, as you have said this many times. How do you know the BMC have got the information incidently, as I understand it the BMC are not members?

I recognise this release of chair proxy breakdown is probably where we will end up but as the old saying goes, beware of what you seek. I'm already sick to death of BMC Presidents leaving early 'punch drunk' and this will add more pressure.

[shark]

I recognise this release of chair proxy breakdown is probably where we will end up

Well that’s encouraging and you will know better than most