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Notes of meetings of the constitution working group
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Paper 1 Paper 2 Paper 3 Paper 4 Paper 1
1. A working group comprising Andrew Burt, John Billard, Julian Ghosh and the secretary (as agreed at the November committee meeting) met on 16 March for preliminary discussions about the rules under which FBHVC operates.
All were mindful of the views expressed at the management audit meeting in January.2. The current structure works more or less satisfactorily and has never given any serious problems, but it is opaque and thus confusing even for those familiar with it. The biggest confusion stems from having both a board and a committee (usually comprising the same people). This duplication results from having articles of association that regulate the operation of the company in relation to company law and a constitution that works within those articles to define more narrowly how FBHVC should be run.
Another major confusion is the “constituencies” that have to be represented.3. The group agreed that the “if it ain’t broke, don’t fix it” approach was not appropriate: the constitution needs to be simplified and given greater clarity to provide a firmer foundation and smoother, more efficient operation for FBHVC’s future needs.
4. The group believes that the key to clarity is to make the board and the committee one and the same by making the articles of association and the constitution coincide.
It recommends that when revising the rules, there should be a move away from specified constituencies that “must be represented by at least one person” to a more general and more flexible arrangement whereby a duty is placed on the committee to ensure that all minority interests within the historic vehicle movement are adequately represented, if necessary by co-option.5. The group also believes it is important to improve efficiency and reduce wasted time, energy and cost by minimising the number of meetings that occur while ensuring that those meetings that do happen are worthwhile and productive. In particular, it is suggested that there should be greater use of electronic communication for reporting purposes for sub-committees and working groups so that meetings need be called only when decisions have to be made.
6. To meet those aims, the recommendation of the group is to create the structure indicated on the diagram attached by means of a complete revision of the articles of association that would make a separate constitution unnecessary.
7. The time scale suggested is:-
Refine the proposal and place the outline before the membership at the 2006 AGM
If approved in principle, prepare revised articles of association for checking by committee by Easter 2007 for final revision and publication in time for adoption at the 2007 AGM.
Recommendation for new FBHVC structure
BOARD
16 elected persons, all directors, meeting 3 times a year.
Responsible for setting policy and overseeing activity.
Responsible for appointing members to sub-committees and working groups.?
OPERATIONS TEAM
Chairman, deputy chairman, heads of permanent sub-committees, secretary and treasurer.
Communicating electronically as necessary; meeting four times a year routinely, but more often in times of need.
Responsible for day to day running of FBHVC using powers delegated by the board.
Responsible for moderating activity of sub-committees, working groups and any staff. Responsible for planning and preparing major issues for consideration by the board.
Responsible for budgets and finance.
PERMANENT SUB-COMMITTEESAll headed by member of the board and comprising individuals chosen for their expertise and experience and appointed by the board. WORKING GROUPS
Temporary groups set up for specific purposes. All headed by member of the board and comprising individuals chosen for their expertise and experience and appointed by the board.
LEGISLATIONTo operate very much as at present
COMMUNICATIONSTo improve and oversee FBHVC communications of all kinds – press releases, newsletter, website, educational activity
FIVAResponsible for relationships with FIVA and would oversee issue of FIVA ID cards, approval for UK events to be inscribed on FIVA calendar etc.
1. The first paper produced by the constitution working group (comprising Andrew Burt, John Billard, Julian Ghosh and the secretary) had recommended the following:-
• The articles of association and the constitution should become one and the same.
• Requirements for specific representation should be made rather more flexible.
• AGM should elect a board with responsibility for policy and appointment to sub groups.
• The board would be the same size as the present committee and meet three times a year.
• Day to day management should be in the hands of a smaller operations team comprising the chairman, deputy chairman, secretary and heads of specialist sub-committees.
2. The committee meeting of 21 March 2006 accepted that the articles of association and constitution should be revised to make them coincide and that the AGM should remain paramount, electing the board. There was also majority support for the principle of making representation more flexible, although there was no agreement on how this should be achieved, and no consensus on the size of the board.The proposal that there should be an “operations team” to take charge of day to day operations was the only proposal specifically rejected.
The constitution working group was asked to re-consider.
3. Review
The group met again on 26 April to consider the views expressed by the committee, taking into account further comments received subsequent to the 21 March meeting.The group accepted the committee’s rejection of the “operations team” suggestion and understood the view that this would have introduced an additional tier of administration, although arrangements would always have to be in place to handle urgent matters arising between main committee meetings: without a specified tier of management, such arrangements would necessarily have to be of a less formal nature.
The group’s approach was that there must be a clear thread of democracy throughout any new constitution: without that, any proposals for change were unlikely to receive support from subscriber clubs. The group re-considered its recommendations under two headings: “representation” and “structure” before proposing revised models to enable the committee to choose a way forward.
…/2
- 2 -4. Representation
The current rule governing composition of the committee is:-10.1 The Committee shall consist of the President and fifteen other elected members. All members of the Committee must be members of a Subscriber Organisation at the time of their election, and each of the following categories of vehicles must be represented by at least one person who is a member of a Subscriber Organisation having a substantial interest in vehicles of that category. Subscriber Organisations will be invited to nominate appropriate candidates to fill Committee positions as/when they become due for election. Vehicle categories to be represented are those which:-
10.1.1 were built before 1919;
10.1.2 were built after 1918 and before 1931;
10.1.3 were built after 1930 and before 1946;
10.1.4 were built after 1945 and before 1961;
10.1.5 were built after 1960 and before 1970;
10.1.6 were built after 1969;
10.1.7 are motor bicycles;
10.1.8 were built as commercial or military vehicles or buses
10.1.9 are driven by steam
10.1.10 are American vehicles
10.1.11 are displayed in museums or collections.The group feels this is over prescriptive, inflexible and in some respects illogical. It has led to an element of “fudging” to enable FBHVC to be seen to comply with its own rules. For instance, committee members have been “allocated” to categories after election, rather than being elected to represent a category.
It is obvious that any new constitution must keep the principle that all members of the committee must be members of subscriber organisations and that clubs should “…be invited to nominate appropriate candidates to fill Committee positions as/when they become due for election” but the working group believes it is impossible to institute any kind of proportional representation and recommends that the detailed list of eleven (sometimes overlapping) existing categories, should be reduced to six broad categories and that the requirement should simply be that each must be represented.
The six groups suggested are:-
cars pre-1950;
cars post-1950;
motorcycles;
commercial vehicles;
steam vehicles;
agricultural vehicles.…/3
- 3 -5. Structure
The working group has revised its suggestion for a possible future structure by removing the “operations team” level of the previous proposal. There are two models, one with a slimmed down committee, the other with the committee unchanged.The proposed relationship of other groups to the committee is the same in both cases, showing two permanent sub-committees for planning and legislation. As far as other groups are concerned, it is assumed that the existing flexibility to set up or take down other sub groups, to adjust their responsibilities, or to change the relationships between them should be retained.
The committee may prefer to retain the existing total flexibility that could allow the committee to do away with all sub-groups and take full direct control of all activity. If this level of flexibility was retained, it might be appropriate to change the expression “Chairman of Legislation Committee” to something like “Vice Chairman (Legislation)” as there might not always be a Legislation Committee to be Chairman of.
Both models assume these principles:-
• there should be three year periods of office;
• the board should have power to fill vacancies arising between AGMs but replacements should stand for election at next available AGM for the remaining portion of their predecessors’ period of office;
• the Vice Chairman should have a defined role in charge of future planning;
• there are certain key positions that it is unwise to leave to chance, so there is a recommendation that the committee should be obliged to nominate the Chairman; Vice Chairman and Chairman of the Legislation Committee for election at the AGM. This would reduce the risk inherent in the current system that key personnel might fail to be re-elected, but leaves it open to the membership to put forward alternative candidates, or to refuse to elect a committee recommendation.The benefit of model 1 is that it reduces the size of the committee to ten, a level where there should be an active role for everyone. Model 2 leaves the size of the committee unchanged.
The group believes that both models are practical, but prefers the first.
P H J Whyman, Secretary
17 May 2006
Model 1:
BOARDTen directors, comprising:-
President
(Recommended by board, elected for indefinite term)Chairman, Deputy Chairman, Chairman of Legislation Committee
(Recommended by board or nominated by subscriber clubs for election to three year terms)6 others – one for each category listed at 4
(Nominated by subscriber clubs for election to three year term, two each year)Meeting once every three months, but more frequent meetings may be required in times of crisis.
Board to be responsible for setting policy and overseeing activity.
Responsible for appointing members to sub-committees and working groups.Power to co-opt up to two extra members if the need arises.
?
?
SUB-COMMITTEES
All headed by a member of the board and comprising individuals chosen for their expertise and experience and appointed by the board. Expected to be on-going, to meet as necessary, to circulate all members of all sub-committees with minutes of activity WORKING GROUPSTemporary groups set up for specific purposes. All headed by member of the board and comprising individuals chosen for their expertise and experience and appointed by the board.
FINANCE AND PLANNINGSpecific role for Deputy Chairman to chair new Finance and Planning Committee whose purpose would be to monitor all financial activity, review budgets, recommend remuneration/expense allowances, forward plan future activity
LEGISLATIONTo operate very much as at present
COMMUNICATIONSTo improve and oversee FBHVC communications of all kinds – press releases, newsletter, website, educational activity
FIVAResponsible for relationships with FIVA and would oversee issue of FIVA ID cards, approval for UK events to be inscribed on FIVA calendar etc.
Model 2:BOARD
Sixteen directors, comprising:-
President
(Recommended by board, elected for indefinite term)Chairman, Deputy Chairman, Chairman of Legislation Committee
(Recommended by board or nominated by subscriber clubs for election to three year terms.)12 others – two for each category listed at 4
(Nominated by subscriber clubs for election to three year term, two each year)
Expectation that all will be willing to serve on at least one sub-committee.)Meeting once every three months, board to be responsible for setting policy and overseeing activity.
Responsible for appointing members to sub-committees and working groups.
More frequent meetings may be required in times of crisis.?
?
SUB-COMMITTEES
All headed by a member of the board and comprising individuals chosen for their expertise and experience and appointed by the board. Expected to be on-going, to meet as necessary, to circulate all members of all sub-committees with minutes of activity WORKING GROUPSTemporary groups set up for specific purposes. All headed by member of the board and comprising individuals chosen for their expertise and experience and appointed by the board.
FINANCE AND PLANNINGSpecific role for Deputy Chairman to chair new Finance and Planning Committee whose purpose would be to monitor all financial activity, review budgets, recommend remuneration/expense allowances, forward plan future activity
LEGISLATIONTo operate very much as at present
COMMUNICATIONSTo improve and oversee FBHVC communications of all kinds – press releases, newsletter, website, educational activity
FIVAResponsible for relationships with FIVA and would oversee issue of FIVA ID cards, approval for UK events to be inscribed on FIVA calendar etc.
1. Committee review of the first two papers produced by the constitution working group (comprising Andrew Burt, John Billard, Julian Ghosh and the secretary) have resulted in the following decisions in principle:-• The articles of association and the constitution should become one and the same.
• The board should have no more than 10 members.
• The existing vehicle based constituencies for committee members should be replaced with task-based positions.
• Candidates for the President and the three key senior executive positions – chairman, deputy chairman, chairman legislation committee – should be nominated by the board.
• The membership should be able to nominate alternative candidates and be invited to nominate candidates for other committee positions.
• The AGM should elect the board.
• The board should be responsible for policy and appointment to sub groups.
2. This paper takes that decision a stage further by providing a first draft of how new Articles of Association might be drafted to reflect that decision.P H J Whyman, Secretary
27 June 2006
BOARDTen directors, comprising:-
President
(Recommended by board, elected for indefinite term)Chairman, Deputy Chairman, Chairman of Legislation Committee
(Recommended by board or nominated by subscriber clubs for election to three year terms)6 others – three with specific responsibilities:
Communications & PR; FIVA; Events
(Nominated by subscriber clubs for election to three year term, two each year)Meeting once every three months, but more frequent meetings may be required in times of crisis.
Board to be responsible for setting policy and overseeing activity.
Responsible for appointing members to sub-committees and working groups.Power to co-opt up to two extra members if the need arises.
?
?
SUB-COMMITTEES
All headed by a member of the board and comprising individuals chosen for their expertise and experience and appointed by the board. Expected to be on-going, to meet as necessary, to circulate all members of all sub-committees with minutes of activity WORKING GROUPSTemporary groups set up for specific purposes. All headed by member of the board and comprising individuals chosen for their expertise and experience and appointed by the board.
FINANCE AND PLANNINGSpecific role for Deputy Chairman to chair new Finance and Planning Committee whose purpose would be to monitor all financial activity, review budgets, recommend remuneration/expense allowances, forward plan future activity
LEGISLATIONTo operate very much as at present
COMMUNICATIONS & PRTo improve and oversee FBHVC communications of all kinds – press releases, newsletter, website, educational activity
FIVAResponsible for relationships with FIVA and would oversee issue of FIVA ID cards, approval for UK events to be inscribed on FIVA calendar etc.
EVENTSResponsible for making arrangements for any external shows that FBHVC might attend.
1. Feedback from committee members after the informal meeting on 25 July showed there was broad agreement with the sentiments expressed at that meeting where it had been suggested that the draft articles were close to what was required and that the constitution working group should refine the draft and planning taking into account comments received.
The informal meeting had suggested:-
• that the detail contained within articles 14.1 and 16.4.2 would better be taken out of the articles and encapsulated within bylaws to improve future flexibility;
• that the implications of proxy voting and the possibility of postal voting should be considered in depth by the constitution working group;
• that the possibility of admitting traders to full membership should be considered.There had also been a suggestion at the July meeting that FBHVC should consider opening its doors to a wider membership by deleting the words “land based” from the definition of an historic vehicle, and comments from those who had been unable to attend that meeting included two expressing opposition to admitting traders to voting membership; one suggesting that it would be better to stick with a two year cycle of elections and one expressing opposition to both proxy and postal voting. No respondent objected to the underlying structure portrayed by the draft articles.
2. The working group was joined by Mike Young at a meeting on 23 August to consider these views and advance the draft articles. In particular:-
• the group felt that “land based” should remain: the Federation’s primary objective was to preserve the right to use old vehicles on the road and the view was that nothing should be done that might change the focus of attention;
• the group agreed the principle of using bylaws for covering detail arrangements that may need to be changed in the short or medium term;
• the group felt that neither proxy nor postal voting should be offered because –
o any member organisation wishing to vote on any contentious subject should be able to arrange to have a representative to attend a meeting. Proxy voting would be of greater consideration if individual members were able to vote since without a proxy, an individual unable to attend a meeting cannot vote, but an organisation of several people should be able to find one willing and able to attend.
o the complications that would arise in the event of a weighted vote being taken would make assessing the result of any vote unduly complicated.
o postal voters would vote in ignorance of any debate that might take place within a general meeting.
o we need to encourage greater attendance at the AGM, not provide people with an excuse for not attending.continued overleaf
2. (continued)• the group considered it would be inappropriate to allow trade supporters to vote because –
o the purpose of the Federation is to represent Clubs and their members. Giving traders direct voting rights could result in a conflict of interest that might divert the Federation into action that is not in the best interests of clubs.
o traders, like individuals, already have representation through clubs.
o it would be impossible to create a fair voting scale for any occasion where a weighted vote might be called for without going to the extreme of allowing clubs one member one vote in compensation.The draft enclosed – which includes bylaws – reflects these considerations.
3. The group also considered the steps that would be necessary to implement the articles if the committee gives its approval at the Beaulieu meeting. The following timetable is recommended:-
1 Send with the agenda for the AGM a simple report explaining what is planned together with a synopsis of the proposed new articles/bylaws and promising full consultation [a draft of what this might say is attached at the end – it is emphasised this is a first draft and there is a view that it needs reducing];
2 Include the matter as a discussion item on the agenda for the AGM in October;
3 Make a presentation on what is planned at the AGM [Julian Ghosh has agreed to do this] and take questions/comments;
4 Refine the draft internally, including getting it vetted by Tony Scott-Andrews, the FBHVC’s honorary legal adviser (if he is willing), by the end of January 07;
5 Publish draft to Subscriber Organisations in February 07 seeking comments by May;
6 Finalise draft and announce results of feedback in August 07newsletter;
7 Send final version with agenda for EGM to be held immediately prior to 2007 AGM .
Jim Whyman, Secretary.