ECF/BCF trustees

[Carl Hibbard]

The ECF site lists this as a new idea:-

The April 2009 Finance Council Meeting discussed the merits of moving to a structure with a figurehead President, a non-executive Chairman and a Chief Executive. The Board proposes to take this forward through a formal paper at the AGM: if this receives general support, appropriate changes to the Articles will be proposed in April 2010 to enable the October 2010 elections to take place on the new basis.

What seems to have been missed is this non-executive Chairman role which could carry considerable influence

Who does that one?

[William Metcalfe]

It now all makes sense as to why any moneys left to the ECF/BCF get syphoned off into these trusts by the officials who are in power at the time.All they have to do is make sure they become a trustee and bingo you have a job for life.
Even if council/members vote you out off office you are basically untouchable as a trustee and can twart any progress a new board wants to make as you still control so much of the ECFs money.

What a wonderfull way to run a business and lets not forget the ECF is a business it is not a charity yet.

[John Philpott]

Carl Hibbard wrote

Who does that one?

The answer is whoever is elected to the post in October 2010 if Council decides that this is the way it wants to go and if the necessary constitutional changes get passed next April. It is not an option on the table for the October 2009 AGM: as I have already commented on another thread you cannot sensibly run an election in a way that would require constitutional changes to be passed on the basis of a straw poll taken without notice last April. One purely practical consideration might be that C J de Mooi if elected may see himself more as a traditional President in line with the present job description than as either the purely figurehead President or the non-executive Chairman that such a triumvirate would produce.

[Carl Hibbard]

One of the (many) reasons I resigned as it happens.

The list of new applicants seems very strong, so is it time for you to re-apply then Martin?

Has to be asked

[Carl Hibbard]

Carl Hibbard wrote

Who does that one?

The answer is whoever is elected to the post in October 2010 if Council decides that this is the way it wants to go and if the necessary constitutional changes get passed next April. It is not an option on the table for the October 2009 AGM: as I have already commented on another thread you cannot sensibly run an election in a way that would require constitutional changes to be passed on the basis of a straw poll taken without notice last April. One purely practical consideration might be that C J de Mooi if elected may see himself more as a traditional President in line with the present job description than as either the purely figurehead President or the non-executive Chairman that such a triumvirate would produce.

It would concern me if say anyone was perhaps hoping to hang on (via their fingernails..) for this Chairman role

Who suggested this new role and structure?

[Simon Spivack]

Do all board members see the accounts? If yes, then how often?

It makes little sense for the Board to see the accounts of Chess Centre Ltd with any great regularly (sic) 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.

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 answers to my two questions appear to be no and at most once a year for those that do see the CCL accounts.

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.

Is this connected to the library at Hastings? If not, why not, or can the funds be used for other purposes?

Does anyone on the ECF board know what the background to the current creditors figure is? Is there indeed only one creditor? If this item has been largely static for a number of years, then leaving aside the oddity of remaining current for so long, does the board have some idea of what is behind it?

[John Upham]

Does anyone on the ECF board know what the background to the current creditors figure is? Is there indeed only one creditor? If this item has been largely static for a number of years, then leaving aside the oddity of remaining current for so long, does the board have some idea of what is behind it?

I believe that that creditor is another University with whom there was a "misunderstanding / falling-out". I have the name of this University but am not willing to make this public : I am sure CH wouldn't want me to either.

I assumed that this creditor had been written off some years ago.

[John Philpott]

Carl Hibbard asked

Who suggested this new role and structure?

This came from the debate on the President's report at the April Finance Council meeting. Gerry Walsh, who was not present in person at the meeting, had indicated in his written report that he would not be seeking re-election as President. Chris Majer, who was chairing the meeting in Gerry's absence, took the opportunity to take soundings on the future role of the Presidency. He identified three possible approaches, which paraphrasing the minutes (I was not present in person either, and am happy to stand corrected by anybody who was) were.

1. Essentially the current arrangements with a split of executive responsibilities between the President and Chief Executive, although a review of the split of the responsibilities could be conducted.

2. A figurehead President, with the executive responsibilities currently held by the President devolved on the Chief Executive. Chris was of the view that this would mean too much work for the Chief Executive and too much power in one person.

3. A figurehead President with a Chairman and Chief Executive. The Chairman would chair both Council and Board meetings and provide a degree of oversight on the Chief Executive. David Anderton suggested that the Chairman should be a Non-Executive Director with no executive functions.

The ensuing straw poll favoured option 3 by 14 votes to 7 (which implies 15 abstentions). The 2009 election is on the basis of option 1 (which reflects the current Articles of Association), but a paper will be presented to the AGM to see whether there is support for taking option 3 further for the future.

[Carl Hibbard]

3. A figurehead President with a Chairman and Chief Executive. The Chairman would chair both Council and Board meetings and provide a degree of oversight on the Chief Executive. David Anderton suggested that the Chairman should be a Non-Executive Director with no executive functions.

Yuk, you get all the hangers on putting their hands up

[William Metcalfe]

What justification do the directors of chess centre limited have for ignoring the reguest from the ECF council.

Also it is hard enough to get enough competant directors already without making another 1 just so somebody can keep hanging onto a job

[Simon Spivack]

I believe that that creditor is another University with whom there was a "misunderstanding / falling-out". I have the name of this University but am not willing to make this public : I am sure CH wouldn't want me to either.

I assumed that this creditor had been written off some years ago.

A return to our staple diet of speculation rather than hard facts.

My guess is that it is something embarrassing rather than nefarious. An interpretation not inconsistent with Martin's view of a reluctance to cede power and influence. If it is an ancient item then consideration should be given, and confidential advice sought, to write the amount up. Another guess of mine is that not all the members of the board are au fait with this. Rather disappointing, given the Council instruction to merge the CCL assets with those of the PIF.

[Laurie Roberts]

It's hard to understand all sides of an argument when not everyone is putting views forward so I am reluctant to criticise any trustees without hearing their side. However, it does seem that some communication from them to Martin during this would have been helpful.

Regardless, we can't change the past structures of the ECF. If considerable sums of money are tied up with trustees as individuals and that was the wishes of the benefactor at the time then that's fine. If it was meant to be trustees as officers of the ECF and the legal documents were clumsy, that's a mistake. If the latter, we should of course try - as Martin did - to get this transferred to come under the operation of the ECF. But at worst, that has to be written off in the short-term and we should set up a) new trusts; and b) pro-forma trust structures which are set up with more corporate governance along the lines of trustees as officers rather than individuals.

That way, when future benefactors choose to donate to the ECF we can ask them if they wish a) their own nominated individuals to be trustees or b) transfer into an ECF trust pot; or c) set up their own structure (reflecting the purposes for which they want the money to be spent) but using a pro-forma trust structure as outlined by the ECF (officers rather than individuals)?

Don't wish to sound morbid but, in a situation where trustees are individuals, what happens if one or all of the trustees pass away? Who controls the funds then? Their next of kin? Curious that's all.

[Mick Norris]

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!)

A charitable trust would make a differnce i.e. there are more rules, but all trusts are subject to the Trustee Act 2000 (and any other legislation, I'm not a lawyer), and Trustees can be removed

I know an excellent trust lawyer, there are no doubt quite a few about

[Mick Norris]

Don't wish to sound morbid but, in a situation where trustees are individuals, what happens if one or all of the trustees pass away? Who controls the funds then? Their next of kin? Curious that's all.

If there were 4 trustees and one dies, the surviving 3 are in control (unless the Trust says there have to be at last 4 trustees, in which case they can only act for the purpose of appointing a fourth trustee)

Remember that decisions have to be unanimous (unless the Trust Deed says otherwise), so one individual can block the wishes of the majority (thankfully, this is how Bury FC was saved from being passed to the control of one individual)

[Simon Spivack]

What justification do the directors of chess centre limited have for ignoring the reguest from the ECF council

Whatever it is, let us hope it is heard before anyone is elected to office.

Learning the explanation on the day of the election won't give the delegates much time to absorb what they are told. Will there be anything in the notice of the meeting?