[Offwidth]

.... ICSA: the Governance Institute (professional body for governance and company secretaries), of whom I'm a member.....
 wrote the guidance on this back in august 2004: https://www.icsa.org.uk/knowledge/resources/disclosing-proxy-votes

.....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.......

I've just realised I forgot to make two other points from your reply. That summary statement on the ICSA link says it applies to proxies used in show of hand votes and says nothing about polls (the fundraising ND election was a poll, so no vote is known unless declared).

I also forgot to point out in reponse to your point (and Shark's) that irrespective of there being no Board position before the new articles the Board did meet immediately  before the 2019 AGM and there has been a full Board meeting since, so we have to assume Lynn is right in it being a Board position (and not her remit).

[Offwidth]

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

Hardly encouraging as its only based on my cynicism on how easy it is to wind people up about misuse of power on something which is in fact a legal requirement. If JR had won, the opposite faction would have been making this fuss. Future full disclosure of proxy breakdowns will just give angry activists another way to bash the AGM chair.

[JR]

How do you know the BMC have got the information.

I sent it to Lucy (governance manager) a few weeks back as it's pretty much the only written guidance on the specific issue available. ICSA membership in general is incredibly good value on this basis, (less than an hour of lawyer time per year), and I think we'd both agree lawyers aren't always the best people to ask on how to do things in practice. I did the same for 2018 AGM apropos the "abstain" issue on the ERS form.

Regarding legal risk on release, unless it exposes something that is legally incorrect, which is highly unlikely, then surely very little. The BMC, as members, should be able to seek specific advice on this from Sports Recreation Alliance Governance team (or join ICSA, or both) which would be more beneficial than straight legal advice.

I'm already sick to death of BMC Presidents leaving early 'punch drunk' and this will add more pressure.

I'd very much hope that doesn't happen, and would hope this is no-one's intent (certainly not mine) as there's lots to be done, but perhaps some humility and tough decisions are required to build trust.

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?

CTC/Cycling UK have been doing this prior to them achieving charitable status (2011/12), in fact they disclosed proxy votes on the vote(s) over the 2 years of AoA changes.

I don't think the ERS disclosures are on the CTC site itself further back than 2012, but the figures are disclosed for 2011 at least on the CTC forums etc.

https://www.cyclinguk.org/about-ctc/policies-and-procedures/annual-reports-and-accounts
https://forum.cyclinguk.org/viewtopic.php?f=38&t=32978&start=75#p423854

They basically had exactly this debate... and opted for transparency and disclosure. There will always be a reason to say it's different because...

Such AGMs run under slightly different rules to company AGM rules.

That's a very blunt statement on a complex topic. However, it being a charitable company over and above it being a just a company (as i understand it) has little impact on proxy voting rules. If you can tell me why the rules will be different for CTC because it's a charitable company when it was:
 
a) disclosing proxy votes when it was a company before it was a charitable company, and
b) a charitable company is only required to hold an AGM in line with its articles of association, and they run in accordance with company law, and CTC's AoA are clear (the only reference to general meetings in Charities Act itself are related to CIOs, which the CTC isn't)

I'll buy you a beer

[JR]

That summary statement on the ICSA link says it applies to proxies used in show of hand votes and says nothing about polls (the fundraising ND election was a poll, so no vote is known unless declared).

The actual document obviously goes into much more detail but specifically.

"It would also seem odd to disclose voting levels only for resolutions passed on a show of hands... ...voting figures should also be provided for resolutions decided on a poll so that information is made available for all the business of the Meeting."

It then goes on to attach a template of how to do it.

[shark]

Hardly encouraging as its only based on my cynicism on how easy it is to wind people up about misuse of power on something which is in fact a legal requirement. If JR had won, the opposite faction would have been making this fuss. Future full disclosure of proxy breakdowns will just give angry activists another way to bash the AGM chair.

To be clear you say proxy voting is a legal requirement and I don’t dispute that. What I dispute is the Chairs use of discretionary proxy voting being secret.

The Chair should be open and accountable for their decisions and be prepared to have those decisions scrutinised which disclosure enables. That is how public office works.

If it is clear to all how the Chair should operate and the guidelines they follow then everyone knows where they stand. Currently it looks like no one is clear where the Chairs obligations lie re responding to the room, their own opinion or the wider membership. In providing a rationale Lynn can make clear her own interpretation of the role in guiding how she made her decisions.

To echo JR’s point, and I’ve said this repeatedly elsewhere, I don’t consider this a resigning matter and I don’t know anyone else who does.

[Offwidth]

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?

CTC/Cycling UK have been doing this prior to them achieving charitable status (2011/12), in fact they disclosed proxy votes on the vote(s) over the 2 years of AoA changes.

So that would be not yet then. If its so common you must be able to find a current one rather than one that used to do it before they changed.

[Offwidth]

[quote author=shark link=topic=28127.msg585705#msg585705 date=1560014090

To echo JR’s point, and I’ve said this repeatedly elsewhere, I don’t consider this a resigning matter and I don’t know anyone else who does.
[/quote]

Wow!  Lynn doesn't needs to resign. My point was the last two Presidents gave up early having done nothing wrong but more having lost the will to go on, in the face of huge time and energy wasted dealing with constant attack and too little doing constructive BMC work. I guess you and Bob can be happy when the only people who can be bothered to stand will be the sort of weird folk we end up with in UK politics.

[shark]

There was me thinking an accommodation was possible.

C’est la vie

[lagerstarfish]

If any of you have the soundtrack A Clockwork Orange - it makes a great background for re-reading this whole thread

[Teaboy]

Anyone else now wish they had voted in the 'BMC 30' when they had the chance?

 

[Offwidth]

There was me thinking an accommodation was possible.

C’est la vie

Yet the BMC made the accomodation a while ago now and proxy breakdowns are going to be looked at, as part of this, as the governance working group will investigate it alongside the other issues raised and report on it. More recently the Board worked to produce it's response, which fully acknowledged the range of feedback and member concerns and publicly confirmed they would act on the outcomes of the governance working group. Its hard to think how they could have been more balanced in this:

https://www.thebmc.co.uk/bmc-agm-2019-reflections-and-the-future

It seems you are one of the few who wishes to not to join with this in a spirit of cooperation, as you want more:  a retrospective proxy breakdown, where,  other than vague waffle about openess and transparency, there seems to be no  coherent argument about anything constructive that could come from such a release. From the vote numbers its already clear that if all the discretionary proxies for the AGM Chair had been stripped out JR still could not have been elected (as he was bottom), and this is irrespective of their number so knowing the number is irrelevant.  In the other elections it is highly unlikely the outcomes could have changed (as the discretionary proxies average was well below the margin of victory) but you say these votes are not main issue for you , so again why do you need the 2019 numbers?

I also really wonder why a lot more wasn't done in these contentious areas much earlier following the June 2018 AGM given that they are now so very important. This would particularly apply to the discretionary proxies, but also the Accounts issues, and Auditors issues.  JR has expressed concerns on all these areas but was on the Board from then and chairing the ODG which was in charge of the modifications to the Articles. If this release of discretionary proxy breakdowns is really so normal and obvious why did no one start to put it in place back then in Articles changes for the 2019 AGM. 

Instead of you recognising the Board responsibility for an oversight on discretionary proxies, in an area very much under JR's remit, the President (as AGM chair) gets to carry the flack for following the process that was agreed  (which must have  included a Board decision, following legal and governace advice immediately prior to the AGM, to not release the breakdown). Your continued focus on the AGM Chair actions in this context looks very odd.

[shark]

It seems you are one of the few who wishes to not to join with this in a spirit of cooperation, as you want more

I'm not asking for more. I only ask for what I originally asked for which was a tally of the Chair's discretionary votes. That way we can move on to a conversation on how they were applied and the rationale behind how they were applied.

The only person who is defending this being kept secret is you.

[shark]

An update from last nights Peak Area meeting.

I gave a talk on my view of why the Chairs discretionary proxy numbers should be released. Lucy Valerio The Governance Officer represented the BMC on the matter. Only Lynn was there from the Board and she didn’t speak.

Questions and observations from the floor where on-topic and pertinent. Lucy repeatedly declared that “the Board had decided not to release the discretionary proxy vote numbers”

There were two votes. One to ask whether the numbers from this year’s AGM should be released which was defeated.

The second was whether this info should be made available at future AGMs which was almost unanimously accepted (1 vote against I think)

[shark]

www.thebmc.co.uk/organisational-development-group-update-march-2020

Latest update from ODG and there are a number of short videos - the introductory one is below



There is a webinar tomorrow evening at 6.30pm

To sign up for it go here: thebmc.co.uk/bmc-governance-webinar although the link doesn't seem to be working for me at the moment

Also I set up a Facebook page (BMC Watch) for anyone that wants to keep up with developments

https://www.facebook.com/groups/2241207952632038/permalink/2813738155379012/

 

[shark]

I gather the webinar has been postponed

[shark]

The BMC has dramatically  announced that 3 Directors have resigned.

https://www.thebmc.co.uk/update-bmc-board-11-august

The causes are unclear but appears to have been infighting that got out of hand. There is further comment by Andy Syme (Deputy President) on a thread on UKC which reproduces an email sent on behalf of National Council to the Board regarding this breakdown.

The Chair of the Board also offered his resignation to National Council and it was agreed that he will leave after a replacement has been found.

This is a further disappointing derailment of the modernisation process. Ironically the Board was given greater power (primacy) so decision making could be more effective. 

An undisclosed plan to recover the situation has been proposed by the Board and has been endorsed by National Council.

[Oldmanmatt]

Hmmm...

Good luck to them getting anyone to volunteer for that viper’s nest.

[shark]

Hmmm...

Good luck to them getting anyone to volunteer for that viper’s nest.

Given that part of the plan is “facilitated sessions to both reduce the frictions within the Board and between the Board and staff“ you can interpret that the people who had the bust up are still in post and the people who departed weren’t prepared to put up with an unworkable situation. 

[Oldmanmatt]

Hmmm...

Good luck to them getting anyone to volunteer for that viper’s nest.

Given that part of the plan is “facilitated sessions to both reduce the frictions within the Board and between the Board and staff“ you can interpret that the people who had the bust up are still in post and the people who departed weren’t prepared to put up with an unworkable situation. 

Yes, that seemed apparent.

I stopped paying attention when my own circumstances became complicated. Does Council have ability to dismiss board or throw it to the membership (assuming the members act as shareholders)?
Or, basically, can anything be done, or are the members hostage to the whims of the belligerents?

[shark]

Does Council have ability to dismiss board or throw it to the membership (assuming the members act as shareholders)?
Or, basically, can anything be done, or are the members hostage to the whims of the belligerents?

No - members have soft power as well as hard. It is still primarily a membership organisation so members are listened to.

At the soft end you can raise issues as agenda items at your Local Area meeting and escalate concerns to National Council who have an established structure to raise grievances. You can also contact the Board Chair or CEO, directly as a Member.

Listening is of course one thing and acting on it another. If you are unhappy with the organisational response having exhausted these routes then 0.5% of members have the power to directly submit motions at AGMs or force an (Extraordinary) General Meeting. Full details are in the Articles of Association on page 16 (Clause 11).

Both avenues represent an absolute last resort that should only be exercised if the matter has substance and is important and all other routes have failed as organising a General Meeting or submitting such items as 'Motions of Censure' are very public actions that are time consuming, expensive and can cause consequential reputation damage for the BMC

[duncan]

The BMC has dramatically  announced that 3 Directors have resigned.

https://www.thebmc.co.uk/update-bmc-board-11-august

The causes are unclear but appears to have been infighting that got out of hand. There is further comment by Andy Syme (Deputy President) on a thread on UKC which reproduces an email sent on behalf of National Council to the Board regarding this breakdown.

The Chair of the Board also offered his resignation to National Council and it was agreed that he will leave after a replacement has been found.

This is a further disappointing derailment of the modernisation process. Ironically the Board was given greater power (primacy) so decision making could be more effective. 

An undisclosed plan to recover the situation has been proposed by the Board and has been endorsed by National Council.

Anyone have the faintest idea what’s going on?  Personality clashes? Minority couldn’t live with a majority decision? Bit of both?

[shark]

Further update from the Board here:

https://thebmc.co.uk/statement-to-members-from-the-bmc-board

[shark]

I’ve been making efforts to try and understand what’s gone in and think I’ve got to the bottom of it based on what I’ve gleaned and further pondering. Due to the current lack of official disclosure some of it is conjecture so it may be that other things come out that change my interpretation. I’ve also posted similarly on UKC.

To set the scene as an organisation we had a comprehensive Independent Review that consulted widely and its recommendations were endorsed by the Board, National Council and the Membership. Collectively we made a choice. Over 2 years on it is about time that the headline recommendations on Culture, Management and Leadership we’re finally put in place (in spirit if not necessarily in word for word detail). Despite the current difficulties it doesn’t seem to me that turning the clock back and reversing this big choice is a viable option.

The ODG volunteers have worked hard to implement the recommendations of the report but it’s been tough and slow going not helped by the loss of its Chair in 2019 after the AGM shenanigans.

This faltering progress of the ODG work coupled with failure to raise governance standards re accounts and other things has led to tensions building for a while. The final straw when folk lost it somewhat was over this procurement issue at the Office which appears to be a relatively minor issue of itself but yet another example of a casual approach to management.  So the tensions have broadly been an underlying struggle between those who have been used to, and have promoted an informal approach to governance and those looking to instil more rigorous standards. Depending on your viewpoint the opposite poles of this spectrum might be characterised as shoddy practices through to stifling bureaucracy and all points between.

If this is approximately what happened then I can well imagine that for a CEO who has been used to doing things in an informal way for 20+ years who is then expected to change to what he might see as pointless procedures, trivial issues and uncomfortable oversight might not implement them with the urgency or rigour expected and then kick back against it. On the other side tensions will have built up amongst those trying implement ORG governance feeling frustrated in their efforts.

In the bust up it appears that the Chair and the President sided in sympathy with the CEO. I don’t have an insight on who was  pushing hardest on the other side of the rift and who were on the sidelines but I expect those championing the ORG the most would be those who were getting most frustrated.

[andy popp]

Simon, what sort of budget does the BMC run on? Presumably in the millions, quite a bit of it derived from the government? In which circumstances lax or informal governance is clearly unacceptable. It is - or should be - as simple as that.

From the disinterested outside, this looks like an excellent example of the challenges of organisational culture change. Someone should write a teaching case-study on it.

[Oldmanmatt]

If they cannot behave professionally or accountably, they do not belong in post.
The fact that details have been withheld from members, clearly indicates that something has to be hidden to prevent the members protesting.
If there was nothing to hide, there would be full disclosure.