Special General Meeting - Good Governance

[davidlevy]

Hi All,

In light of the ill fated attempt to amend the constitution via the Eligibly Working Party motion 1 and the initial intransigence of the Executive in the face of legitimate concern, I feel as an individual member of Chess Scotland that I have very little recourse than to call a Special General Meeting (SGM) under section 13.2 of the Chess Scotland constitution with the object of good governance and amending the constitution to ensure governance is carried out as intended by the constitution. Over the last two to three years, it has been necessary for governance to be looser for the association to be resilient to the challenges presented by the coronavirus pandemic. This has meant that decisions have been taken by the Executive Committee (ExCo) & Management Board (MB) that would normally be made by the members at an Annual General Meeting (AGM) or Council meeting.  Four examples are below but this list should not be considered exhaustive:

• (1) Chess Scotland has not had an AGM since November 2019, it is a requirement of the constitution that an AGM should be held annually and no later than end of November. 2 years have now passed with no such AGM being held. On 3rd November 2020 there was an update proposing that “As soon as we are in a sufficiently low tier in 2021 to host an AGM, the remainder (motions and elections) will take place.” There has been no further update and no meeting has been held.
  
• (2) According to the Information page on the Chess Scotland website there has not been a Council meeting since the 2019 AGM either. In fact, there are no minutes from Council meetings since March 2015 and the last meeting notice is for 25 March 2017. The Council may have met since then but there is no official record. Given Council is responsible for the following, see 9.2 from the Constitution:
  

9.2.    Powers and Duties of COUNCIL
9.2.1. To represent the Chess Scotland membership and act on behalf of the membership at COUNCIL meetings and between General Meetings.
9.2.2. To receive and approve reports on MANAGEMENT BOARD activities.
9.2.3. To provide updates on activities of Council members to the MANAGEMENT BOARD as necessary.
9.2.4. To approve a business plan and budget over an annual, or longer, period.
9.2.5. To approve the strategic direction for Chess Scotland.
9.2.6. To approve the creation of ad hoc committees as necessary, these committees may co-opt Individual members who are not Council members where specific expertise is required

• How have these duties been carried out in the absence of Council actually meeting? Given the impact of the coronavirus pandemic on OTB chess, Council should have met to set the strategic direction and minutes should have been published to keep the wider membership apprised. 
  
• (3) Additionally, Chess Scotland decided via the ExCo & MB to extend membership periods and not charge fees due to the inactivity of over the board chess. An appropriate decision given the pandemic but a decision that is not within their gift. Council is responsible for approving subscriptions setting under 6.3 of the Constitution:
  

6.3.    An annual subscription payable by Individual, Club and Affiliate organisations of Chess Scotland and as recommended by the Finance Director shall be approved by COUNCIL. These approved subscriptions may differ between the various classes of membership and in respect of different age groups or other categories defined by COUNCIL. COUNCIL is empowered to revoke the membership of any Member whose subscription is two months or more overdue and may delegate this power to the Membership Secretary.

• To date there has been no confirmation that Council has approved this decision. 
  
• (4) Finally, an eligibility vote was announced on 18th March 2022 that proposed a motion (EWP Motion 1) to amend the Chess Scotland constitution. This amendment was to go to an online members vote and a two thirds majority was required. However, this motion was deemed unconstitutional following member objections, as amendments of the constitution are required to go to an AGM or a SGM where the membership can discuss, hear those for and against the motion, arrive at a consensus position or a majority vote. The issue here is not one of disenfranchisement as 1 member still gets 1 vote. However, members are also able to amend motions from the floor of an AGM or SGM, there was no such provision allowing members to amend Motion 1 or speak in favour or against it. Whilst it is a positive that the constitution amending part of the motion was withdrawn the Executive defended what would have been an unconstitutional motion.
  

Whilst the coronavirus pandemic is a reasonable excuse for the loose governance in points 1 through 3, the time is now to correct the record and seek the retrospective approval of the AGM and Council. On point 4, this was simply an error on the part of the Executive which was eventually ceded on the day of the vote. 

It should be noted that I have no animus towards any elected officers, they are volunteers and I have no doubt that their motivations are pure. However, it is important that Chess Scotland as a members association is governed for the members as per the rules laid out in the constitution. I have both personally via e-mail and publicly (via the Chess Scotland forum) asked members of the ExCo and MB to change course over the last two years as I felt they were taking governance and the wider membership for granted. 

The Association's focus should be on recovery and building back better following the pandemic. Not communicating with the membership or even holding virtual meetings has only increased the disconnect between the Executive Committee, the Management Board and the membership. We need to press the reset button as an association and I do hope this SGM allows us to do that in part. I note a number of recent posts on not enough people volunteering or willing to be involved. I used to be a Director and an Arbiter myself but I became utterly scunnered with the politics and infighting and the Associations ability to always pick the worst option on the table - if they were two ways of going about things invariably we would frustratingly pick the wrong one. This coupled with a young family and busy job has meant I haven't been as involved as I have been in the past, my time is at a premium and chess has moved down the pecking order. 

I do feel it is necessary to propose the following motions for the SGM:

Motion 1 - Proposal to amend the Chess Scotland constitution to ensure all constitutional amendments go to an AGM or SGM

The Chess Scotland Constitution shall be amended to include the following under 12.3 ‘The business of the Annual General Meeting’:

12.3.6  To consider all amendments to the constitution, unless the amendment is raised as part of a Special General Meeting in accordance with 13.5.

Motion 2 - Proposal to ensure meetings as designated by the constitution actually take place, are publicised so members can attend and minutes are taken.

The SGM instructs the Executive Committee to schedule a Council meeting to set an AGM date (see 12.1) and subsequently schedule an Annual General meeting as soon as possible. With the specific purpose to seek retrospective approval for decisions taken by the Executive Committee and Management Board during the coronavirus pandemic and to return to business as usual where governance is concerned. These meetings should be publicised to the membership in advance, with minutes taken and published in a timely manner as per the requirements of the constitution. 

I am posting this here to give fellow members a chance to input to the motions I intend to bring forward. Also, if you have a governance motion you would like to include feel free to post. My intent is for this meeting to be a hybrid format with attendees in person in a covid-19 secure venue and online. This will cater for both those that live far from the venue or those who are understandably nervous about the covid-19 situation. 

The formal request for an SGM will be made on Monday 18th April with the support of 9 other like minded Chess Scotland members and the necessary £100 (I've got it covered) to bring this meeting about. I am keen to seek feedback from my fellow members and I am open to suggestions on this thread, via private message on the forum or via email - david.deary at gmail.com (the at rather than @ is to hopefully avoid spam).

One last thing, I would be happy to combine this with an AGM if the Chess Scotland Executive would be agreeable to this, this in the fact the very intent of motion 2. I would even make a donation of the £100 to Chess Scotland in lieu of the SGM as a gesture of goodwill.

Thanks for reading,

David