Response to the BIAS Points Raised in their Statement of 24th September 2008
At the recent Bees United (BU) Board Meeting the points raised in the recent BIAS statement were debated at some length. The following is a summary of the conclusions of that discussion.
General
Those Board Members present were unanimous in their agreement that BIAS were right to want to "ensure that there were adequate checks and balances in place" in BU. We shared the same objective – it is critical that BU maintains both effective operation and good democratic governance. Recent discussions with Members have demonstrated that many are not clear on how BU works in practice, what the difference is between a Rule / a Policy / a Decision, etc. The Board agreed that a document should be published which explains how BU works in practice, and which guides Members as to how to best have an impact. This has been published separately.
There was serious concern at BIAS’s suggestion that Members would have "voted differently for candidates standing for election to the Bees United Board than they would when electing someone directly to the BFC Board."
Given the Football Club has always represented the single most substantial and important part of BU’s responsibility we thought the criteria should be identical, or close to it.
The observation was made that the BIAS points overlap and in some cases conflict. The Chair of BU shared his experience of talking to Members who had expressed concern about the recent change to appointments to the Football Club Board – each individual had a very different idea of what the best solution was, and each idea conflicted with the others. There was therefore not a consensus or single desired outcome, and that BIAS presumably felt it was appropriate that their points reflected this.
There was also a consensus amongst the BU Board that procedures already existed to ensure the democratic will of the Members is implemented. A strong BU meant a BU Board that is empowered to act (in normal circumstances) without needing to seek prior permission from Members, and where Members were empowered to use the existing procedures to re-direct if they disagreed with the Board on any issue.
The consensus was that we should avoid a situation where the BU Board cannot act without seeking the views of its Members – it would make BU administration unwieldy and ineffective, it would devalue elections to the Board, and it would make it much harder to meaningfully pursue strategies and actions to best achieve the purpose of BU: to secure the long term future of Brentford Football Club.
BIAS Point 1 – "That the current board stand for re-election in its entirety so that people can vote for them as both Bees United Board members and potential BFC Board directors."
The Board concluded that this was not appropriate. Given the change was intentionally announced in time to ensure new candidates were aware for the current elections, the suggestion presumes not only that some of the current Board are inappropriate for appointment to the Club, but that the majority of the BU Board would select one of those inappropriate candidates. We do not believe that will be the case.
Collectively and individually BU Board Members are always accountable to members, and if there is a consensus that any individual is inappropriate for their office then a Member resolution can be raised to remove that individual from post. This applies both to BU Board positions and (as in the case of Graham Hall) BU nominations to the BFC Board.
BIAS Point 2: "That the Bees United Board nominates its own members who should then stand for election (if only one Bees United Board member wishes to stand other candidates should be sort from the wider membership)."
Points 2 and 3 are related and alternate suggestions. It was agreed that given the criteria for selecting people to the BU and BFC Boards ought to be similar or identical, there was no reason to incur the time and expense of a second round of elections, especially when there may be a need for an incumbent to stand down and be replaced at short notice.
One of the significant reasons for making the change in Bees United was to strengthen the links between the BU board and their BFC nominations. Making elections open to individuals who are unwilling to be part of the Trust Board would be counter to that, and therefore unproductive.
BIAS Point 3: "That any Bees United nominee to the BFC Board be ratified by a vote of the whole membership."
Those present agreed after a short discussion that having a standing AGM item to allow members to ratify any new BU nominations to the BFC Board would be entirely appropriate. It would not impact on the freedom of action for the BU Board, and would ensure that if there was any discontent with the BU Board decision there was an automatic opportunity for Members views to be heard and implemented.
David Merritt took an action to write down a draft for decision at the next BU board meeting. Assuming this is adopted it would mean any BU nomination in February 2009 (or at any other time during the year) would be ratified by Members in the 2009 AGM.
BIAS Point 4: "That the Bees United membership be allowed to see the voting record of candidates at each Bees United meeting because to properly judge them (especially in view of their suitability for the BFC Board) is difficult if the Bees United membership cannot see how they have voted, particularly on contentious issues."
The Board of BU has debated voting records a number of times previously. The consensus last time resulted in an amended "Openness Policy" (see the BU website – it allows Board Members to state how they have voted to justify election commitments, points of principle etc, in the context of respecting both commercial confidentiality and collective responsibility) and a decision to only record votes when a Board Member requests it at the time.
The BIAS suggestion had previously been considered and was considered again. There is concern that the voting records do not actually assist Members to judge the Board as they are too simplistic a record. They do not record the contribution to the debate, or the reasons for casting the vote. Board Members may even be misrepresented by Members who wrongly interpret their reasons for voting.
The consensus was in favour of the current system, which allows Members to ask any Board Member at any time to justify their actions and voting habits, at which point the Board Member is free to justify their position with whatever explanation they feel is appropriate, and be judged accordingly.
BIAS Point 5: "That Bees United retain the directly elected Board director."
After a short discussion covering the debate at the time, the process followed, and the alternatives suggested, none of the Board Members present had changed their position since the vote was held, and therefore the decision remains. The BU Board felt it was critical that BU is seen as strong, united and democratic, and that ensuring that at least half of the nominations come from democratically elected Board members is the best way of doing that.
BIAS Point Regarding Timings of Meetings
BU Board Meetings are held in the evening, and have recently changed day at the request of one member to ensure everyone can attend (baring exceptions).
The Chair of BU raised the subject at a recent BFC Board Meeting. The consensus was that the current timings suited the majority of BFC Directors and would therefore be maintained, but that the Board was always happy to consider alternatives. Previous experience of match-day morning board meetings had not been good – it introduced enforced time constraints and made it very difficult to interact with the Team Manager and CEO.
We believe BFC and BU AGMs are already held at convenient times.
Conclusion
The BIAS points reflected much of what both the BU Board had previously debated and what our (and presumably their) Members had raised. The process (of meeting to discuss concerns, issuing a summary of recommendations, BU debating and deciding on them, and then where necessary, debating at the AGM) is a good one, and one which we would encourage for the future.
We look forward to the discussion at the AGM, and would urge members with views to both speak up at the time, and/or to email them to a member of the BU Board beforehand to ensure they are raised.