Present: David Cox (DC) (Chair), Ray Downham (RD), Mark Davis (MD) (Secretary)
Apologies: Dave Boyle (DB), Roger Cassells (RC), Sean Fox (SF)
The purpose of the meeting was to discuss how the SROB / ManComm pilot might be taken forward to the implementation stage. In advance of the meeting, MD had circulated a paper describing changes that might be made to the DT Constitution in order to permit the SROB / ManComm structure to proceed. DB had circulated comments on the paper by e-mail.
MD noted that the DT Board had not yet made a decision to proceed with implementation of the proposals put to members at the previous SGM. A meeting of the DTB plus members of the AFCW PLC Board would take place the following week to discuss this. However, recognising the short period of time available if changes were to be made to the Constitution in advance of the 2006 Board elections, MD had done preparatory work on drafting changes to the Constitution.
RD considered that it would be unwise to proceed with the changes to the DT Constitution prior to the 2006 elections. He considered that there had been insufficient time to consult members on these changes, with the consequential risk that the proposals would not be well received by members. He added that the paper at the SGM had been presented in a way which concentrated on the benefits of the proposal in terms of the efficiency of the Boards rather than on the benefits to DT members.
MD acknowledged that there was a considerable amount of work to be done if the changes were to be made in time for the elections and that, even without further member consultation, the window of opportunity was very tight.
DC noted that there were three possible conclusions from the DTB meeting the following week: that the pilot had been a complete success and should be implemented; that it had been an unmitigated failure and should be aborted; or that the integrity of the pilot had been buffeted by the ?Mr Smith? episode and that it had been a mixed picture, with shortcomings needing to be worked through, e.g. by extending the pilot.
Extending the pilot would create some difficulties for the 2006 Board elections. It potentially meant that the Board would be recruiting more candidates than would be required to serve on the Board, both during the pilot and implementation phases. The meeting therefore explored options for addressing this :
Option 1: Proceed immediately to full implementation of the changes to the Constitution
? Pros: Reduced Board size in place in time for 2006 elections, and greater clarity than other options as to what is expected of candidates once elected. Theoretically possible to make the changes to the DT Constitution without then implementing the SROB / ManComm proposal. Not reliant on an incoming board (some of whom will be unfamiliar with the experience of the pilot) deciding to continue the pilot or proceed to implementation.
? Cons: Possibility of resistance from the membership since there has not been widespread consultation. Time pressures to make the changes to the Constitution in time for the 2006 elections and to carry out the necessary due diligence on tax issues. Possibility that recent events such as ?Mr Smith? might make the proposals seem more controversial than they really are, if pushed through now. Although the changes could be made without yet proceeding to full implementation of SROB and ManComm proposals, there may be scepticism among members that the outcome of an extended pilot is a foregone conclusion.
Option 2: Make the bare minimum of changes needed to allow a smaller number of Board members to be elected, and then make further changes after an extended pilot
? An exercise has not been undertaken to work out what the necessary changes would be under Option 2. However, it would involve making very limited changes, to reduce the minimum number of elected DTB members.
? Pros: Makes implementation of SROB and ManComm look less of a foregone conclusion.
? Cons: Members might still interpret it as a foregone conclusion, and resist the changes if they have doubts over the overall structural proposals. Similar time pressures to Option 1. Similar considerations re: controversial timing.
Option 3: Find a way of making an extended pilot work within the confines of the existing Constitution
? The Constitution would not be changed until, say, March 2007 (but the changes to reflect SROB / ManComm would still be made in advance of the fuller Constitutional review around, say, June). The DTB would in the meantime need to keep the elected number of DTB members to twelve. This is more than the target number of SROB members (currently eight, including the AFCW CEO and two independent members). Ways of keeping down the size of SROB (i.e. below the fifteen implied by twelve DTB members plus CEO plus two independents) might include:
o Some or all of the five current DTB members remaining on the Board after the AGM could agree not to participate in SROB during an extended pilot phase;
o Some or all of the retiring DTB members re-standing for election, and making clear that they would not participate in SROB during an extended pilot phase (of course, there is no guarantee they would be re-elected);
o Encouraging other candidates to stand on a mandate of not attending SROB during the pilot phase (same caveat);
o Some or all of the retiring DTB members putting themselves up for an uncontested election at the forthcoming SGM, on a mandate that they would not participate in SROB during an extended pilot phase;
o Passing a resolution at the forthcoming SGM to authorise the DTB to hold an election for less than seven vacancies, and then using Rule 62A to fill the resulting shortfall in vacancies with retiring DTB members who would agree not to attend SROB meetings during the pilot phase.
? Pros: Does not prejudice the outcome of an extended pilot and can be explained to members as a transitional measure. There would be time to put an exposure draft of the Constitutional changes to members for debate.
? Cons: Some of these ideas are grey areas constitutionally. Some members may resist a proposal authorising the DTB to move away from the purest interpretation of the Constitution.
Option 4: Finish the pilot before the AGM and leave it to a future Board to decide whether or not to conduct a further pilot and/or proceed to implement changes
? Pros: Easy ? the ?do nothing? option (well, nearly ? we still need to feed back to members the findings of the pilot). Can potentially be put in place according to the same timescale as the fuller Constitutional review. Might a different Board find that it is able to operate without the issues that have beset this Board?
? Cons: It may take the new Board time to recognise the issues that the current Board has experienced. And, if they come to the same viewpoint late in the year, it may be too late to make the necessary changes prior to the 2007 elections.
Noting that the Board may or may not decide to proceed with changes to the Constitution in advance of the 2006 elections, MD highlighted, and invited comment on, a few of the features of the changes to the Constitution he had put forward. In particular:
? MD contemplated that ?SROB? would typically meet as the DTB, with the AFCW PLC Board relinquishing certain of its powers to the DTB and only meeting as and when necessary. The alternatives were: (i) to reverse this (i.e. ?SROB? typically meeting as AFCW PLC, with delegation of powers in the opposite direction). Those present agreed that this was presentationally worse than (i). The other option was (ii) for SROB to be a separately established committee (with the same membership as the two Boards), to which both Boards would delegate powers.
? MD noted that his draft amendments to the Constitution contemplated the possibility that the Executive Board provisions of the DT Constitution could be used as a vehicle for ManComm (since ManComm would be undertaking day-to-day activities on behalf of the DT, and not just for AFCW). Those present advised that the DT Executive Board provisions of the DT Constitution had a controversial history and considered that this would meet with resistance. MD noted that an alternative approach was to treat ManComm as a working group of the DT.
Other points arising in discussion:
? It was noted that, ideally, the rules to be used for the 2006 Board elections should be put to members at the forthcoming SGM;
? It was suggested that an on-line forum might be a good way of soliciting comments on draft changes to the Constitution.
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