Comparison of Options A, B by Rod Gallagher

Posted by Rodney Gallagher on 11/06/2018

BMC member Rodney Gallagher gives his comparison of Option A and Option B.

1. There is a democratic deficit at the heart of the Tier 3, Option A proposal. The nature of this deficit is not obvious as the proposed articles have been drafted in a way that conceals their real intent. It takes a careful analysis to reveal the truth.

2. At the moment, and retained under the Tier 1 Option B proposals, the Board comprises five directors selected, proposed, seconded and elected by the members at the AGM as the elected officials, to sit on a Board of twelve persons. The others are up to three independent directors, three directors from the National Council and the CEO, ex officio.

3. Under the Tier 3 proposals only the President out of the elected officials will remain a director, also on a Board of twelve members. The remaining elected officials will only be members of the National Council and not directors, ex officio.

4. Under article 19.3.2 of the Tier 3 proposals the National Council will “appoint” three directors to the Board from amongst its members, who include the elected officials, the ten members elected by the areas and five co-opted members. Always provided that the persons appointed meet the skills matrix established by the Board and confirmed by the Nominations Committee, likely made up of members of the Board. The procedure to be used for appointment of directors by the National Council is unspecified.

5. Any member of the National Council could be appointed as a director, including a co-opted councillor. The total number of directors appointed by the National Council, including the president cannot exceed 33% of the total directors. (Article 19.4.3) The three directors appointed by the National Council may only be removed from the Board by the National Council. (Article 22.1.2)   

6. The Board may seek nominations for three Nominated directors from stakeholders, which includes members as one of the stakeholder groups. These nominated directors must have such skills and expertise as the Board may require. (Articles 19.7 and 19.9) But even if these persons all come from the membership, which is unlikely given the other stakeholder interests, it is important to note that they will all have been pre-selected by the Board through the skill matrix and then further vetted by the Nominations Committee, comprised of Board members.

7. Selected in this way through the mechanism of the skills matrix and the vetting of the Nominations Committee of the Board, the nominated directors cannot be said to be representatives of the members, even if nominated by them. It is unlikely that more than one director will be nominated by members given the competing demands of other stakeholders.

8. Only if there is more than one candidate put up for approval by the members at the AGM will the members be able to exercise a choice between candidates, all of whom will have been pre-selected and vetted by the Board before being offered for approval.

9. Three independent directors will be appointed on a recommendation from the Nominations Committee made up of directors (article 19.11). These directors will not represent the members although they will be “approved” at the AGM.

10. In addition there is to be an independent Chair of the Board (article 19.8) who will be selected and appointed by the Board and offered for approval by the members at the AGM from a choice of one.

11. Finally, the CEO will sit on the Board, ex officio.

12. In summary, under the Tier 3 proposals only the President sitting on the Board ex officio may be said to be the choice of the members, having been selected, proposed, seconded and then voted in to office. The President will be one director on a Board of twelve members. All other directors will have been pre-selected by the Board against the Board’s skill matrix and vetted by the Nominations Committee made up of members of the Board. Member’s interests never appear.

13. Contrast this to the position under the current articles and retained under Option B. The democratic deficit is obvious. Currently the five elected officers make up the biggest bloc on the Board of twelve persons. This position will remain under the Tier 1 Option B proposal. It offers vastly more scope for the directors to represent the interests of members. It is a far more democratic structure.

Rod Gallagher

This is an article promoting Option B: a resolution originally proposed by 44 members of the BMC.

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