• We use cookies to ensure that we give you the best experience on our website. If you continue without changing your settings, we'll assume that you are happy to receive all cookies from this website. Read more here

Trust AGM motion re Trust appointed directors

Red Bill

Active member
Joined
Dec 9, 2011
Messages
2,876
Last year's AGM and TB elections generated more enthusiasm than I can remember since I became a member and sparked off some very healthy debate. Much of that was caused by the 4 candidates who stood together on the 'accountability' ticket of which I was one. We had relative success with two of us getting elected and Terry and I garnering enough support to run close, which to me demonstrated that a large proportion of the membership that voted genuinely does want to see all club employees held accountable to the Trust. However, even if we had all been successful and joined the (at least) two sitting trustees to make up 50% of the TB, none of us would necessarily have been in the only positions where the memberships desire for ongoing accountability can be monitored and assured, i.e. the Trust appointed club directors.

I have the greatest respect for anyone who serves on the TB, regardless of whether I agree with them or not, its a thankless task that involves a large amount of unpaid time and effort for very little reward, usually quite the opposite it seems, so anyone undertaking these roles has as far as I'm concerned demonstrated that they are all dedicated City fans who want only the best for our club. However there are very different opinions about what role the Trust should play in the running/steering of the club, and the present incumbents are all probably at the other end of the spectrum from my personal opinion. From the number of people who voted for the four of us last time this seems at odds with the wishes of the membership.

I have been told that club directors are legally duty bound to act individually according to their conscience and are banned from representing anyone else or any other body or organisation (company law experts feel free to correct me). With this in mind I therefore feel it is important that the views of individual TB appointed club directors are proportionate to the views of the membership as demonstrated by the TB election results in respect of candidates manifestos. I am therefore intending to put forward an AGM motion calling for Trust appointments to the club board to be selected by a ballot (election by) of the entire membership.

I would foresee this as a simple election process where interested candidates put themselves forward. The process starting maybe one month after the TB elections to allow newly elected TB members to put themselves forward, with elections taking place a further month later and successful candidate taking their places by 1st January for example. This would obviously mean a term of office would have to move forward a few months and outgoing TB members who have been sitting on the CB remaining in place after the TB elections.

I would really welcome people' thoughts on this, but particularly things like;
a) do you think its a good idea?
b) Should candidates bee restricted to TB members or should any member be able to put themselves forward?
c) should TB members be banned form standing?
d) what term should they serve, one year or would the lack of continuity be detrimental to the operation of the CB?
e) are there any legal issues (fit and proper person test issues for example)?

I'm at the very early stages with this one so all comments are welcome agree or disagree. Unless I hear a very persuasive argument as to why this could be a bad idea, I will be putting this to the AGM, so if you do agree with the essence of this I'd be very grateful of some help drafting the motion as I think it will need to be very carefully worded.
 

Matt Russell

Active member
Joined
Sep 3, 2017
Messages
1,153
An interesting idea RB. Have you made any calculation (however rough) on what the financial cost of this democratic exercise would be? I presume it would be fairly similar to the cost of our annual AGM, which can't be insignificant. All comes down to "what price democracy" I guess.
 

Terryhall

Active member
Joined
Aug 4, 2014
Messages
4,725
Location
You go me on the alarm clock
I like the idea Bill. To keep the costs (and admin!) to a minimum, this could for example by achieved by expanding the existing ballot paper, e.g.

"Please vote for who you want to be appointed as Trustee" - here are X number of names, you can vote for up to Y of these persons.

and a second question

"Please vote for who, if elected, you want to be appoined to represent the Trust Board on the Club Board" - you can vote for up to 4 persons.

Then, of those who do become elected, you would additionally tally up the votes for the CB representatives and those 4 would go on to the CB.

In terms of straight answers to straight questions

a) do you think its a good idea? - I like the concept but the devil will be in the detail (isn't it always!)
b) Should candidates be restricted to TB members or should any member be able to put themselves forward? - I think this would need to be restricted to TB members e.g. only members elected to the TB could be eligible to formally represent the Trust on the CB
c) should TB members be banned form standing? - not completely sure what you are getting at here but essentially I would see this working easiest if the entire trust membership were eligible to vote on who to represent the members as Trustees on the TB; and then of those Trustees on the TB, who would then go on to represent the Trust on the CB.
d) what term should they serve, one year or would the lack of continuity be detrimental to the operation of the CB? - I think this may already be laid out in the new manual governing how the CB and TB interact with each other
e) are there any legal issues (fit and proper person test issues for example)? - this will be where it gets most tricky as the Articles of Association of the Club will almost definitely set out the criteria for the appointment of Club Directors, and equally the EFL will likely want to be engaged (perhaps to the extent of a full F&PP test, perhaps not) with any changes of Directorships.

Additionally although I am reluctant to say so there will be a great deal of institutional knowledge and memory that builds up over time and a frequent changing of director positions would likely erode that. Additionally, again reluctantly, the trust members might not always know enough about the interactions and how they work to be the best judge of who should sit on the CB and who should not. For my own case, had I been elected last year I have no doubt that it would have been a steep learning curve to get up to speed with the workings of the Trust Board alone - to compound that for a "newbie" to also learn the workings of the Club Board would be yet more challenging.

I am all for a breath of fresh air and am a strong proponent of change as a force for good as well as appropriate representation via democratic means - however cautiously I would say that if you shuffle the cards too much then it could be counterproductive to what is ultimately intended.

I do agree that there was a good turnout for the last TB election and some healthy debate of some potentially divisive issues - and that both sides of that discussion have equal merit (regardless of my own personal view) and ought to be appropriately represented in the way the club is run. Ultimately all of us (club, trust, fans, team) will benefit from a proper well rounded debate and a democratic agreement on the way forward.
 

Red Bill

Active member
Joined
Dec 9, 2011
Messages
2,876
An interesting idea RB. Have you made any calculation (however rough) on what the financial cost of this democratic exercise would be? I presume it would be fairly similar to the cost of our annual AGM, which can't be insignificant. All comes down to "what price democracy" I guess.
No I haven't done any calculations but personally i think its worth it regardless. It would be cheaper than then the AGM as its less organisation but presumably similar to the specific TB election costs. It depends how much of it we're prepared to do online, if voting is allowed online in addition to paper ballot if required and the majority of publicity and campaigning takes place online, I would think it could be done at fairly minimal cost. Personally I believe the positives outweigh the negatives in this respect.

But thanks for your comment, its a very valid point.
 

Boyo

Active member
Joined
May 5, 2004
Messages
4,024
Interesting idea Red Bill.

Quick query - what is the current process for electing TB members onto the CB? I'm assuming a vote among the TB?

In response to your questions:
a) I broadly support the idea and it should ensure that the wider Trust membership is proportionately represented. I do have concerns about the wider memberships' appetite for another election however and the cost.
b) Whereas I would advocate a democratically elected CB member, I think in this case it should be limited to TB members, otherwise it risks watering down the purpose and power of the Trust. The TB members on the CB are there to represent the views of the TB. The TB should represent the views of the wider Trust membership. Someone from outside the the TB would surely be out of the loop?
c) Absolutely not.
d) It starts to get messy now. I agree, 1 year is too short. However, any longer and you risk limiting the pool of TB members to those who have a minimum of 2 years still to serve.
e) No idea :)
 

Red Bill

Active member
Joined
Dec 9, 2011
Messages
2,876
I like the idea Bill. To keep the costs (and admin!) to a minimum, this could for example by achieved by expanding the existing ballot paper, e.g.

"Please vote for who you want to be appointed as Trustee" - here are X number of names, you can vote for up to Y of these persons.

and a second question

"Please vote for who, if elected, you want to be appoined to represent the Trust Board on the Club Board" - you can vote for up to 4 persons.

Then, of those who do become elected, you would additionally tally up the votes for the CB representatives and those 4 would go on to the CB.

In terms of straight answers to straight questions

a) do you think its a good idea? - I like the concept but the devil will be in the detail (isn't it always!)
b) Should candidates be restricted to TB members or should any member be able to put themselves forward? - I think this would need to be restricted to TB members e.g. only members elected to the TB could be eligible to formally represent the Trust on the CB
c) should TB members be banned form standing? - not completely sure what you are getting at here but essentially I would see this working easiest if the entire trust membership were eligible to vote on who to represent the members as Trustees on the TB; and then of those Trustees on the TB, who would then go on to represent the Trust on the CB.
d) what term should they serve, one year or would the lack of continuity be detrimental to the operation of the CB? - I think this may already be laid out in the new manual governing how the CB and TB interact with each other
e) are there any legal issues (fit and proper person test issues for example)? - this will be where it gets most tricky as the Articles of Association of the Club will almost definitely set out the criteria for the appointment of Club Directors, and equally the EFL will likely want to be engaged (perhaps to the extent of a full F&PP test, perhaps not) with any changes of Directorships.

Additionally although I am reluctant to say so there will be a great deal of institutional knowledge and memory that builds up over time and a frequent changing of director positions would likely erode that. Additionally, again reluctantly, the trust members might not always know enough about the interactions and how they work to be the best judge of who should sit on the CB and who should not. For my own case, had I been elected last year I have no doubt that it would have been a steep learning curve to get up to speed with the workings of the Trust Board alone - to compound that for a "newbie" to also learn the workings of the Club Board would be yet more challenging.

I am all for a breath of fresh air and am a strong proponent of change as a force for good as well as appropriate representation via democratic means - however cautiously I would say that if you shuffle the cards too much then it could be counterproductive to what is ultimately intended.

I do agree that there was a good turnout for the last TB election and some healthy debate of some potentially divisive issues - and that both sides of that discussion have equal merit (regardless of my own personal view) and ought to be appropriately represented in the way the club is run. Ultimately all of us (club, trust, fans, team) will benefit from a proper well rounded debate and a democratic agreement on the way forward.
Thanks Terry, plenty to think about there.

Just one point re your point about are the wider membership best placed to judge who would make the best director, I think this is a fundamental question for democracy as a whole not just the Trust. Personally I believe we have to respect our membership and assume a level of intelligence rather than ignorance. Indirectly they already do decide who gets on the CB anyway, as its them who vote for the TB from whom the CB directors come. You could also say that only selecting from the TB actually limits the talent pool and allowing candidates from the wider membership could open the positions to those with plenty of experience at executive level but who would not be interested in becoming trustees.
 

Terryhall

Active member
Joined
Aug 4, 2014
Messages
4,725
Location
You go me on the alarm clock
That's also a very valid point - again to present the double-edge to that sword, it would risk diluting the role of the TB altogether - conceptually you could end up with a fully elected TB of which none are representing the Trust on the CB, with all the CB reps coming from trust members who did not stand to become Trustee. In that scenario it almost undermines the principle of having Trust representation on the CB (e.g. to ensure the alignment of the CB and TB in representing the majority shareholder, the Trust).

I certainly didn't mean to imply that Trust members are unintelligent or ignorant of how business work - more that there is an existing way in which the Club works and how it interacts with the Trust as majority shareholder - and that (if any change were to come about), then a more gradual change drawing on the collective experience and knowledge of everyone involved is more likely to have a positive outcome than a drastic change which could potentially cast aside a lot of knowledge and experience.

As you say lots to think about but at the core is a very solid concept which I really like. The ultimate question is probably going to come down to two factors, firstly whether there is any great appetite to change the current approach (which an AGM motion would confirm or deny), and secondly whether the work / cost involved in making this kind of a change is commensurate to the benefits it would bring about (which I guess would need to form part of the discussion around the motion).
 

Red Bill

Active member
Joined
Dec 9, 2011
Messages
2,876
That's also a very valid point - again to present the double-edge to that sword, it would risk diluting the role of the TB altogether - conceptually you could end up with a fully elected TB of which none are representing the Trust on the CB, with all the CB reps coming from trust members who did not stand to become Trustee. In that scenario it almost undermines the principle of having Trust representation on the CB (e.g. to ensure the alignment of the CB and TB in representing the majority shareholder, the Trust).

I certainly didn't mean to imply that Trust members are unintelligent or ignorant of how business work - more that there is an existing way in which the Club works and how it interacts with the Trust as majority shareholder - and that (if any change were to come about), then a more gradual change drawing on the collective experience and knowledge of everyone involved is more likely to have a positive outcome than a drastic change which could potentially cast aside a lot of knowledge and experience.

As you say lots to think about but at the core is a very solid concept which I really like. The ultimate question is probably going to come down to two factors, firstly whether there is any great appetite to change the current approach (which an AGM motion would confirm or deny), and secondly whether the work / cost involved in making this kind of a change is commensurate to the benefits it would bring about (which I guess would need to form part of the discussion around the motion).
All good points again Terry. I wasn't suggesting you were implying anything about the membership, just playing devils advocate really.
 

Martin Lawrence

Well-known Exeweb poster
Joined
Apr 6, 2005
Messages
5,163
Location
Whipton
Clearly there is a lot which needs to be scoped out to ensure that the membership are provided with all the information that they need to reach an informed decision. My suggestion would be to propose a resolution to the next Trust AGM which asks the Trust Board to conduct a cost-benefits analysis of the approach you are advocating. This will then give the Trust (and indeed any other interested parties) the chance to garner all the facts and should allow enough time for wider consultation with the membership before the next Trust AGM.

Incidentally I would also suggest that before presenting a resolution to the Trust AGM, you consider discussing the proposal with the Trust Board as what you are requesting may be possible via another route outside of the AGM.
 

Matt Russell

Active member
Joined
Sep 3, 2017
Messages
1,153
No I haven't done any calculations but personally i think its worth it regardless. It depends how much of it we're prepared to do online/QUOTE]
In reverse order.
Have we been given any results of post AGM discussions regarding ""Election processes" - wasn't there a group discussing this?
Surely nothing is worth something "regardless" - Trust monies spent on something like this mean less Trust monies spent elsewhere. After all, the size of our pot is the size of our pot!
 
Top