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06/04/2021

 

Eligibility for Re-Election of ECF Directors

 

A proposal from the NCCU on this matter was put to the October 2020 ECF AGM, but the Board asked to “take it away” for the Governance Committee to come up with something more robustly worded.  The resultant proposal is being put to the imminent 2021 April Council Meeting.  The official explanatory note can be found at https://www.englishchess.org.uk/wp-content/uploads/2021/03/C34.10-12-Governance-Committee-Commentary-on-the-Special-Resolutions.pdf.

 

Some years ago, as an outcome of the Pearce Report, the decision was made to move from one-year tenure of directorships, to three-year tenure, so that, once elected at an AGM (not the same as appointed by the Board to fill a vacancy), an incumbent in the normal way had the job for three years.  A staggered rota system was set up, specifying when each directorship fell due for election/re-election.  The vague principle was also established along the lines that an incumbent should not be eligible for re-election after two three-year stints.  That was in part based on the idea that a turnover of incumbents was desirable to allow new ideas and so on.  There was also the subtler idea that worthy new candidates for posts might be inhibited from putting themselves forward for election since to do so might seem to be a hostile attempt to unseat the present incumbent as an end in itself.  There is thus a conflict between the danger of ejecting the best candidate on the one hand, and the danger of preventing a better candidate taking over.

 

However, the vague principle was not properly incorporated into the “rules” (in this case “Articles of Association”), being instead embedded in “Regulations” which thereby became inconsistent with, and so over-ruled by, the unaltered Articles, hence the above-mentioned NCCU proposal.  The consequent proposed change to Article 60, put forward by the Governance Committee – there are three alternative versions – formally incorporates the guiding principle of the Regulations into the Articles.

 

The three alternatives, A, B and C, differ mainly only with regard to the parts in bold below, apart from things like a space preceding a full stop and so on.  The initial “Without prejudice . . . 57” is omitted from A, presumably to allow a new Director appointed by the Board as per Article 57 to fill a vacancy, to stand for election at the next AGM (as permitted by Article 57), and so potentially stay in post that way.

 

The proposals, with the alternative choices relating to A, B and C in bold, are:

 

Without prejudice to the provisions of Article 57 [B and C only],

Any/any Director who retires at an Annual General Meeting pursuant to Article 59 shall not be eligible for re-election at such Annual General Meeting to the same (or substantially similar) Board Position if the Director has then just completed a continuous period of office in such same (or substantially similar) Board Position of

[A] longer than one three year term.

[B] two consecutive three year terms or longer.

[C] three consecutive three year terms or longer.

Any such Director shall be eligible for appointment to the same (or substantially similar) Board Position pursuant to Article 57, but shall not be eligible to stand for election to the same (or substantially similar) Board Position until the Annual General Meeting in the third year after the year in which the relevant Director was ineligible for re-election.  For the purposes of Article 60, a “three year term” shall mean the time period between an Annual General Meeting and the Annual General Meeting held in the third next succeeding calendar year”.

 

The reference to Article 57 provides the mechanism for a Director forced to retire by Article 60 (or somebody else) to be reappointed by the Board should a vacancy be so created due, for instance, to nobody else being elected.

 

Option B best suits the NCCU’s intentions, and is the one I (Steve Mann), as YCA delegate to the ECF, intend to support unless directed otherwise by the YCA membership.