Written by Don Bates
The Articles of Association re-write project has been one of the most challenging tasks BASI has faced in recent years. There have been countless emails to the entire Membership requesting feedback and responses and solutions have been provided by the solicitors to every bit of feedback raised by Members. All the feedback and responses are available to view in your Members Area under Members Articles.
We really appreciate the time and effort so many Members have given up to help create Articles that are truly moulded by the Membership to benefit the Membership.
Over the last 15 years BASI has grown, qualifications have changed, training has improved and membership has increased. The way we run our Association has not grown with it. It was recognised that the old articles were not fit for purpose so the Solicitors recommended it was simpler to re-write them than to change the old articles. So the reasons for re-writing the Articles are as follows:
- To introduce a more flexible and less clumsy board structure so that the governance of BASI is enhanced
- To put the objects of the company (What BASI is there to do) within the new Articles not as a separate document
- To fit in better with the Companies Act and modern company law (the old Articles were written for the old acts)
- To make who is and who is not a member much clearer and enable this to be changed without changing the articles
- To create a sub-committee (The Members Council) to give members much better representation, across ALL disciplines and for the Council to have an oversight role on the effectiveness of the board.
The Companies Act
The BASI Articles were created under the old acts and needed to fit in with modern law. The wording has simplified and the result is an easier to understand document that should be easier to work with.
Whilst the main categories of membership are mentioned, there is now scope for there to be specific rules for each category, this can be passed by a simple majority at a general meeting and does not need a 75% vote. This gives members a much better say on who is and is not a member of BASI. Member benefits and how one qualifies to become a member are not dictated by the articles.
Over a number of years the Board itself has recognised deficiencies in both the way it works, the motivation of its members and the expertise contained on the board. Of course it is right that that the majority of the board (A) Directors and the Chairperson too) are members. To give flexibility however the B) Directors need not be if there really seems to be a shortage of suitable skills on the board. In addition there is the power to co-opt in the short-term someone who has the right skills, but this person must then be elected by the membership in the long term. No Director will be on the board long-term without being voted in by the membership.
The Chairperson needs to be a member and must have the relevant snowsports knowledge but must also have suitable business and governance skills to help steer BASI to what is always an unknown future. A simple popularity contest is probably not the best way to choose. The latest proposals say that a committee formed from the Members Council will interview prospective candidates and make recommendations to the membership. ALL candidates will go forward to the election. It is the members who will vote to say who will be chairperson and they can choose to accept or ignore the committee’s recommendations. The idea is that the best candidates for BASI are selected for an election and definitely not “jobs for the boys”.
The idea of the Members Council is to get better communication between the membership, the board and the executive. It aims to increase not decrease representation and for members to aid the decision-making and policy making process.
The Articles do not dictate the way the Members Council operates. This is done in a separate consultation process and ALL members will have their say on how it operates and it will be voted on at a General meeting. You are not voting on the detail of the Members Council at this meeting, just on the Articles.
The Members Council will have many roles, from acting as a conduit to increase member’s communication channels in all areas of BASI operations, to a very valuable oversight mechanism on the performance of the board, including a vetting process for the Chairman.
Conflicts of interest
Conflicts of interest will be drawn up in a separate policy document and as things change so will members, the board and the Members Council be able to influence policy on conflicts of interest.