Update on proposed resolutions for the BMC AGM

[Simon Lee]

https://chng.it/WRLdt7wGJ2 240

To date the proposed resolutions linked above to disclose financial information has received the support of 261 members and the resolution to establish GB Climbing as an independent subsidiary has received the support of 221 members.

Thank you everyone who has signed so far. Whilst there is still some way to go it will only take each signatory to persuade one other BMC member to sign up for us to easily clear the 0.5% threshold which is likely to be in the region of ~350 members (exact number to be confirmed).

If successful the resolutions will then be included on the AGM agenda with all members given the opportunity to vote on them.

Aside from the number of signatories still required there are a couple of other stumbling blocks that have emerged that I want to make folk aware of (nothing ever seems to be straightforward with the BMC).

*Governance wonkery alert*

Firstly, there is a process that has been created in the last couple of years for member resolutions that I wasn’t aware of that was recently flagged up to me by one of the Directors on BMC Watch.

This process requires a member resolution to be agreed with the Company Secretary and a web form is then created on the BMC website that members need to sign into to support the resolution. I don’t know how involved this web form registration process will be but I think it likely to be far less straightforward than registering on Change.Org

There are a few things I’d like to say about this web form process. First of all I set up the petition on Change.Org in good faith and those who have supported the resolutions so far have also signed in good faith and this web form process is not common knowledge (to say the least). In fact it has not ever been enacted to date because no member resolutions have been raised since its inception. To require those who have signed up to then have to re-sign would be a needless and irritating duplication.

Consequently I have made the case that the members who have signed on Change.Org can be verified on the Membership database by name and postcode downloaded on a spreadsheet provided by Change.Org. I know for a fact this possible and furthermore this process of verification is for example more verifiable by the BMC to undertake than the physical signatures route which is also allowable in the articles.

I also worry that the BMC route would be clunkier requiring passwords and membership numbers which will make it even more difficult to reach the required numbers especially given the context that ~350 members is a high number when typically, AGM voting participants often number lower than 1000 members.

Finally, it generally seems wrong to me that a member led resolution is administratively taken out of the hands of those proposing the resolution and put in the hands of the BMC office.

I have made these points to the Company Secretary who kindly met me, and he will come back with a decision on whether this internal process must be followed or not.

The second issue was that I have recently explored is whether to concurrently escalate the resolutions through Members Council (whilst still gathering signatures on Change.Org).

Members Council just require 25 signatures on a proposed resolution to discuss it and potentially vote it through directly onto the AGM. However, a potential fly in the ointment is sub clause 11.8.2b which is less than clear on whether a resolution rejected by the Council then voids a Members Resolution that subsequently gains the requisite number of supporters.

Jonathan White a former Director who has recently carried out a Governance review believes it doesn’t but Andy Syme President who has been heavily involved with the creation of the current Articles believes it does. Again, I am awaiting a definitive response on this.

If Andy’s interpretation is deemed correct, he has offered that if the resolutions don’t get the required level of support by the cut off date (27th April) then the Resolutions can then be put to the vote by Members Council on the 28th April.

Irrespective I hope that the content of the resolutions are discussed at the next Members Council meeting on the basis of the level of support so far means it deserves to be. This can be facilitated by discussing the resolutions at the upcoming round of Area Meetings with your local area representatives to then escalate to Members Council. I will be doing my bit presenting at the next Peak Area meeting on the 8th of March.

Link to BMC Articles:

https://www.thebmc.co.uk/Handlers/DownloadHandler.ashx?id=2145

 

[Simon Lee]

Further update:

https://chng.it/WRLdt7wGJ2

First of all a big thank you to everyone who has signed the above so far. Please share.

These are the first member led resolution since the articles were changed which raised the requirement of supporting signatories from a threshold of 30 to a current 380!

Whilst direct member democracy might be (overly!) difficult this campaign is proving it is not impossible.

The current tally on the online petitions is 370 signatures for disclosure of finances and 320 for ringfencing GBClimbing by separating it off into a subsidiary body.

This is an amazing show of approval when you consider that only about 600 members voted on resolutions at the last AGM*.

All that is now needed is a final push to get it over the line so please sign the petition if you want the whole of the membership to have the opportunity to decide on the direction of the BMC at the upcoming online AGM on June 12th.

To bullet point some key reasons to vote to separate GB Climbing:

- To legally ringfence GB Climbing and it’s finances to help protect the BMC’s traditional activities such as Access

- To create a structure and route whereby GBClimbing is no longer subsidised by the BMC

- To introduce full legal accountability for the governance, operations and finances with the subsidiary GB Climbing Board

- To facilitate better and faster decision making within GBClimbing by a Board comprised of members who are knowledgable about competition climbing

- To instil the financial discipline within GBClimbing of operating within the constraints of its own bank account encouraging it to develop ways of generating third party income

- To create a divide between the representational and governing aspects of the BMC

Since I have last posted the threshold of signatories required has been confirmed by the Company Secretary at 380.

Examination of the clauses has revealed that the Articles are quite frankly a dogs dinner with many ambiguous or unclear clauses yet are silent on other key things.

Amusingly I’m told that it has only just recently been realised that member generated resolutions are the only described way to include resolutions at the AGM! The articles do not allow for either Members Council or even the Board to include resolutions. Obviously they have done so even though technically it is not allowed.

Members Council have discussed some of the things that were unclear in relation to my resolutions and Jonathan White speaking on their behalf has said the following on BMC Watch:

“Members Council discussed the process for Simon’s motion at our meeting on Tuesday night. In summary:

- This is the first time that anyone has brought a motion from the membership since the 2018 Articles came in, so as we don’t have a tried and tested method of administering that we’ll need to work our way through it pragmatically.

- If the BMC office has a preferred approach to make administration easier for themselves, then Simon should be given whatever assistance that we can give to use that.

- That in Council and beyond, there’s full support for Simon’s right to bring a motion, and recognition that he has a sufficiently high level of support (i.e. we shouldn’t get hung up on absolute numbers, not least because the BMC’s hasn’t published precisely how many voting members it has as the basis for the calculation, but more because that clause was about ensuring that there is a high level of support for any motion, and there is clearly a high level of support.

- That in Council and beyond, there’s a very high level of sympathy for Simon’s request for more transparency and for the costs of competitions to be firmly ‘ringfenced’. The real debate will be on how we do that, not if.

A function of the BMC as a Council is to be a forum for debates between members, and in that ‘the organisation’ should be neutral independents facilitating the debate, and then actively supporting the implementation of whatever is decided.

I’ve sent the Company Secretary the downloadable info available (name + location) from the Change petitions to see how they might cross check against the membership database.

I also made the points that Members Council did not agree with an either/or (but not both) interpretation of progressing member resolutions or that the articles support the webform route and that the info from Change was more verifiable than would be gleaned from a physically signed resolution that is also allowed by the Articles. I also confirmed that if he felt that further verification was required I would be happy for him to send out a bulk email to the identified members saying “It has come to our attention that you have been identified as supporting a BMC resolution through Change.Org. If this is not you please get in touch with the office”.

Think that’s about it.

 

[Simon Lee]

I’m delighted to report that the petition now has the support of enough members to have both resolutions included on the AGM agenda (but please, please still keep signing)

442 members have signed in support of the item compelling the Board to disclose the finances of GB Climbing and 392 members to separate GB Climbing by placing it in a wholly owned subsidiary of the BMC.

I should be elated but actually feel exhausted!

From the outset I was reasonably confident of getting the numbers for disclosure but very doubtful of the second resolution as it is a more complex issue and I wasn’t prepared to dumb down the case to harvest signatures by making a jingoistic and decisive ie putting outdoor climbers against GB Climbing or getting celebrity endorsement. It was particularly gratifying to be contacted by comp climbers who could see the benefits of separation as well which was the angle I was initially coming from in identifying the advantages when working with the teams and comps committee whilst employed as Commercial Partnerships Manager.

It means a lot that signatories have therefore put more thought into signing up in support of this project and consequently there will be wider awareness and discussion of the issues by the time the resolutions are voted on at the AGM.

To me this represents a very high level of engagement that demonstrates how much members care about the BMC and safeguarding its future after a calamitous year.

This is also a historic milestone for the BMC. These are the first member led resolutions to be put forward since the constitution was changed in 2018 raising the requirement from 30 signatories to a current 382. Hopefully it will give other members the confidence to flex their constitutional muscle if they’ve exhausted internal avenues.

Please keep voting to demonstrate the strength of support to have these resolutions debated at the AGM and to build in some contingency in case and signatories aren’t validatable (not a word).

Whilst much of the work has been done online here, on Facebook and UKBouldering not all of it. I’ve had two face to face meetings with our new CEO and another with our new Governance Officer (who also acts as the Company Secretary) presented at the Climbers Club AGM, presented to the BMC Peak Area and had extensive conversations with Members Council representatives, Board members.

In particular I’d like to thank the following for their time, support and indulgence so far particularly as I can get quite animated at times!: Paul Ratcliffe, Thom Nixon, Hilary Lawrenson, Andy Reeve, Sean Milner, Stuart Holmes, Jonathan White, Neal Hockley and Andy Say.

It would be nice to think this was the end of the road but it is in fact just reaching a milestone, albeit a very important one. The next milestone is having the BMC organisation recognise the petition signatures being valid but I’m going to leave that till tomorrow now as I’m off climbing!

Thank you

Simon

 

[Simon Lee]

I am still shellshocked from being informed last night that the BMC Office was unable to verify a substantial number of those who signed the Change petition as being BMC members to the extent that it takes the numbers well below the 382 required for the resolutions to be included on the AGM agenda.

I sent the details of 411 signatories for the subsidiary resolution and 461 signatories for the financial disclosure resolution and was completely confident that at least 382 would match up against the info I sent (name, location and full or part post code) with the information held on the BMC membership database. There is a small discrepancy between my figures and theirs (probably mainly due to me sending 19 later that have maybe have not been included) but I’m told that for the subsidiary signatories only 151 were verified, 45 came up with a match but weren’t current members and a staggering 195 weren’t matched at all. Similarly for the financial disclosure only 177 were verified, 50 came up as match but weren’t current members and 214 weren’t matched at all. I’ve requested further info from the office to try to understand how it went so wrong.

However, the net result is that I’ve failed to progress this as a member only resolution because with the shortfall involved there isn’t enough time between now and the 27th April deadline to remedy the situation. I’m sorry to all signatories that I’ve let down – I’m also gutted.

The only avenue left to get the resolutions on the AGM agenda is to escalate the resolutions to Members Council for them to vote on. The threshold for this is 25 members which obviously we have and despite initial advice to the contrary it is possible to pursue both routes according to MC.

The resolutions were discussed broadly at a recent MC pre-meeting and the feedback via Jonathan White was:

- This is the first time that anyone has brought a motion from the membership since the 2018 Articles came in, so as we don’t have a tried and tested method of administering that we’ll need to work our way through it pragmatically.

- If the BMC office has a preferred approach to make administration easier for themselves, then Simon should be given whatever assistance that we can give to use that.

- That in Council and beyond, there’s full support for Simon’s right to bring a motion, and recognition that he has a sufficiently high level of support (i.e. we shouldn’t get hung up on absolute numbers, not least because the BMC’s hasn’t published precisely how many voting members it has as the basis for the calculation, but more because that clause was about ensuring that there is a high level of support for any motion, and there is clearly a high level of support.

- That in Council and beyond, there’s a very high level of sympathy for Simon’s request for more transparency and for the costs of competitions to be firmly ‘ringfenced’. The real debate will be on how we do that, not if.

A function of the BMC as a Council is to be a forum for debates between members, and in that ‘the organisation’ should be neutral independents facilitating the debate, and then actively supporting the implementation of whatever is decided

From an MC perspective they represent both the members and their own views and will take into account the number of signatories that have supported the motions. It maybe that the resolutions are voted to be included at the AGM but without MC endorsement. I have no idea how it will play out.
Homing in on Jonathan’s statement “there’s a very high level of sympathy for …for the costs of competitions to be firmly ‘ringfenced’. The real debate will be on how we do that, not if.” I would like to add that any internal ringfencing alternative will be a far weaker structure that is more prone to ‘funny business’ than a subsidiary with the sort of consequences we have seen in 2023.

My rationale for ringfencing using a subsidiary structure is this:

The financial and operational risks and responsibilities at GBC have grown substantially since becoming an Olympic sport and will continue to grow. This growth is illustrated by staff numbers rising from 1.5 FTE (Full time employees) to I believe 12 FTE in 2023.

Currently there is significant moral hazard with the departmental set up of GBC as there is incentive to increase exposure to risk because the organisation itself and the those that make decisions do not bear that risk or even much in the way of any consequences when things go wrong.

A subsidiary set up will reduce those risks to the BMC (and its traditional activities such as Access) by introducing a stronger framework of accountability, transparency and decision making in the following ways:
• By containing the GBC finances so it is completely transparent in its day-to-day workings and the statutory accounts how much it has received and spent
• By introducing full legal accountability for the governance, operations, and finances with the subsidiary GBC Board notably with its CEO
• By creating a structure and route leading to GBC no longer being subsidised by the BMC
• By populating that Board with volunteer members from Partner Organisations and those from Competition Climbing and Professional Sport all of whom are professionally and/or personally invested in the success of GBC and knowledgeable about the sector
• By replacing the current two layers of senior management (CCPG and BMC Board) with one (the subsidiary Board) to facilitate faster and more knowledgeable decision making.
• By instilling financial discipline at GBC of having to operate within the constraints of its own bank account and thereby encouraging it to develop ways of generating additional third party income.
• By creating a divide between the representational and governing aspects of the BMC

To date internal ringfencing of the internal department has failed and even if introduced any internal departmental arrangement will largely rely on goodwill and competence and be prone to abuse. A subsidiary arrangement is a far more robust long-term solution with its formal legal framework which introduces higher standards of accountability, transparency and decision making.

To wrap up, thank you everyone who has lent their name to the petitions. It has demonstrated how much members care about trying to safeguard the BMC. I think the whole process has exposed severe deficiencies in the clarity and content of some of the clauses in the articles and lays bear the practical difficulties of progressing a member resolution which I hope leads to some reforms.

Simon

 

[mrjonathanr]

Hi Simon, that sounds quite bizarre. Have you any way of checking which specific names they have matched? Could you check mine, for example? I've been a BMC member individually for a few years and subsequently and through club membership since 2012. If they cannot match me, that would show there is something wrong with the process.

 

[Simon Lee]

I’ve requested a breakdown so I can do some sampling like that