ECF/BCF trustees

[William Metcalfe]

I have been trying to find out the answer to this ? if jerry and his cohots loose this upcomming election will they all keep there trustee jobs on the robinson fund and other charitable status trusts.If they do keep those roles that would meen even though they had no official role in the ECF they would still have huge control over the purse strings and that does not seem right to me

[Mick Norris]

You would need a copy of the relevant Trust Deed

If they have been appointed as individuals (i.e. the Deed says Gerry Walsh) then losing any ECF position would not affect their role of Trustees

I think it is unlikely that the Deed would say e.g. the chairman of the ECF, but if it did, the trustee would change when the position changes

[John Philpott]

My understanding is that all trustees are appointed as individuals.

1. There are three trustees of the Permanent Invested Fund. If a trustee dies/resigns it is up to the remaining trustees to appoint a successor, although I believe it is their normal practice to touch base with the ECF Board about the identity of any new trustee whom it is proposed to appoint. None of the present trustees are members of the ECF Board.

2. Chess Centre Ltd (a company rather than a trust) is an asset of the Permanent Invested Fund, and it is therefore presumably up to the PIF Trustees to appoint and remove directors. The present directors, Alan Martin and Gerry Walsh, are both currently members of the ECF Board.

3. The BCF Youth Trust has four trustees (Peter Turner, Robert McFarland, Gary Kenworthy and David Anderton) who can appoint their own successors. None of these are currently members of the ECF Board.

4. The John Robinson Youth Chess Trust has four trustees - Gerry Walsh, David Welch, Cynthia Gurney and David Anderton, of whom only Gerry is currently a member of the ECF Board. The paper presented by David Anderton to the Extraordinary BCF Council meeting on 24 June 2006 stated

The four trustees put forward are chosen for these reasons – Gerry Walsh
and David Welch were friends of John and privy to his wishes; Cynthia
Gurney also knew John well and could deal with Trust administration
from the Office and I believe I have a legal role to play as well as having
known John well. The family approve these proposed appointments.

There is one significant difference between this and the other trusts. There is a provision in the trust deed enabling the BCF Council to remove a John Robinson Trustee on a vote passed with a 75% majority.

[Simon Spivack]

2. Chess Centre Ltd (a company rather than a trust) is an asset of the Permanent Invested Fund, and it is therefore presumably up to the PIF Trustees to appoint and remove directors. The present directors, Alan Martin and Gerry Walsh, are both currently members of the ECF Board.

This naturally leads to the following quote from the SCCU website on http://www.sccu.ndo.co.uk/bcf.htm:

A year ago, Council (effectively) asked the Directors of Chess Centre Ltd to transfer the Centre's assets to the Permanent Invested Fund. The exact resolution is in the minutes of the Finance Meeting 26.4.08. Someone said, "Has this been done?" No. A Director of Chess Centre Ltd (all right, Alan Martin, who abstained a year ago) thought it unwise - we don't know what his co-Director thought - and it didn't happen. At this point your Webmaster's innocence becomes painful. Are Directors of Chess Centre Ltd answerable to the Board of the ECF? Council appeared to think so, and accepted an assurance from the CEO that the Board would either satisfy Council's wishes of a year ago, or come back to Council with a reason why it hadn't.

This can be found under item five "Accounts" in the report to the ECF Finance council meeting on 18.4.09 in Birmingham.

Given the vow of omerta that is a part of so much chess organisation at the national level, is anyone the wiser as to what has happened?

Is the board of the ECF kept informed of what is happening to the Chess Centre Limited? Do all board members see the accounts? If yes, then how often?

[Sean Hewitt]

It is for these reasons that I have this morning agreed to stand for election as a non-executive director in order to try to replace Alan Martin.

My nomination has gone in so, if you have a vote, please vote for me and John Wickham.

[Carl Hibbard]

Is the board of the ECF kept informed of what is happening to the Chess Centre Limited? Do all board members see the accounts? If yes, then how often?

Did this actually occur after this point or is there no way of finding out the level of details?

[John Philpott]

It makes little sense for the Board to see the accounts of Chess Centre Ltd with any great regularly as for most practical purposes it is a dormant company. Since it is a company, its abridged annual accounts are a matter of public record. The 30 April 2008 accounts were filed at Companies House on 23 February 2009, just inside the 10 month deadline that applied at the time, and the balance sheet showed little change from 2007.

Investments 10,978 (10,978)

Debtors 35 (702)

Cash at bank 38,475 (36,466)

Gross assets 49,488 (48,146)

Current creditors 5,382 (5,063)

Deferred creditors 6,702 (6,744)

Net assets 37,404 (36,399)

Represented by:

Share capital 1,500 (1,500)

Reserves 34,904* (34,939)

Shareholders' funds 37,404 (36,399)

* This is what the balance sheet stated, but the figure should almost certainly be 35,904: the accounts as filed do not actually add up!

The BCF AGM agenda normally includes items relating to the accounts of Chess Centre Ltd, the BCF Youth Chess Trust and the John Robinson Youth Chess Trust for the meeting to note: the assets of the Permanent Invested Fund are reflected in the BCF accounts which the AGM has to approve. It remains to be seen whether these various accounts will be ready for tabling at the AGM if not in time for circulation with the agenda papers. Last year the BCF accounts themselves were not ready, necessitating an Extraordinary BCF Council meeting on the day of the ECF Finance Council meeting in April to get the accounts approved.

[Roger de Coverly]

It makes little sense for the Board to see the accounts of Chess Centre Ltd with any great regularly as for most practical purposes it is a dormant company.

Current creditors 5,382 (5,063)

Deferred creditors 6,702 (6,744)

Odd though that the creditors amount is so large relative to the size of the assets. Accrued but unpaid bank interest could account for some of it but unlikely to exceed a couple of percent of the amount of cash.

[John Philpott]

Roger de Coverly wrote

Odd though that the creditors amount is so large relative to the size of the assets. Accrued but unpaid bank interest could account for some of it but unlikely to exceed a couple of percent of the amount of cash.

I do not know the background to the current creditor. However, the deferred creditor specifically represents a legacy of £12,962 from Harry Golombek for the creation of a national chess library, less expenses to date.

[Carl Hibbard]

I believe that one director travelled to Nottingham to disuade the Trustees from supporting the board. The effort failed.

The purpose of this action if everything is above board would be what though?

[E Michael White]

My understanding is that all trustees are appointed as individuals.
There is one significant difference between this and the other trusts. There is a provision in the trust deed enabling the BCF Council to remove a John Robinson Trustee on a vote passed with a 75% majority.

There are of course some statutory powers to remove trustees who fail to act properly. Sitting on a bundle of cash and not using it for the intended purposes may possibly be a valid reason. Trustees who are voted out of associated offices sometimes become very difficult and refuse to release cash, so the ECF needs to be prepared for such action and remedy.

[Simon Spivack]

I am glad to see that Martin's account coincides with my recollections.

I believe that one director travelled to Nottingham

Would that be down from London?

to stand for election as a non-executive director in order to try to replace Alan Martin

Maybe, however, the ECF website on: http://www.englishchess.org.uk/index.ph ... &Itemid=50
equivalently: http://tinyurl.com/mme4b2
has: "A minimum of 2 Non-Executive Directors".
Perhaps it should be made clear how many will be returned.

I see that the question of whether the CCL's assets are being, or will be, absorbed into the PIF still has not been answered.

[John Philpott]

Simon Spivack wrote

Maybe, however, the ECF website on: http://www.englishchess.org.uk/index.ph ... &Itemid=50
equivalently: http://tinyurl.com/mme4b2
has: "A minimum of 2 Non-Executive Directors".
Perhaps it should be made clear how many will be returned.

The Articles refer to "at least two Non-Executive Directors" so it would be possible without constitutional change to have one or more additional Non-Executive Directors (this would be one possible means of introducing a Non-Executive Chairman in the future, if the AGM is of the same view as the straw poll in April that going forward there should be a triumvirate). However, the present intention of the Board is that two Non-Executive Directors and four Executive Directors (over and above the prescribed positions) should be elected, with one Directorship out of the maximum ten being left vacant for the time being, and that is the way that the Council agenda, postal voting form and voting cards will be set up.

E Michael White wrote

There are of course some statutory powers to remove trustees who fail to act properly.

But Chess Centre Ltd is not a charitable trust.

[E Michael White]

But Chess Centre Ltd is not a charitable trust.

My comment related to your posting : - John Philpott » Fri Aug 28, 2009 10:43 which covered all the trusts not CCL except indirectly. Are the shares of the CCL not held by the PIF which has trustees ?

[John Philpott]

The PIF does indeed have trustees, but is not a charitable trust (which may or may not make a difference - this is starting to pass outside my area of expertise!)