Published - 3/12/18

Answer

1.2 is part of the background section.  It formed what the Tier 1 and I discussed and agreed at that time as the 'starter' for 10'.  It was stated on UKC & shared widely amongst supporters of Tier 1 believe.

The Aim (para 3) is "The aim of this working group is to develop a draft MoU that is acceptable to the two signatories (Board Chair and President; in their roles of chairs of the Board and NC) and clearly allows members to understand how the NC are able have an effective role on their behalf in influencing the Board." which has been agreed by the group (which includes Carl Spencer & Jonathan White).  In fact the whole of 3 is intended to make quite clear that the MOU doesn't supersede the AoA but facilitates the communications.  

The NC has a clear role in AoA to hold the board to account but all parties are clear that the NC is NOT the Board and the MoU when issued should make clear to members that we are following the Aims agreed in the ToRs not the discussions I had with T1 in early 2018 as stated in Background.

Full Question

At the BMC Peak Area Meeting there was confusion in the ODG presentation by our NC rep Alison Cairns over the MoU. Afterwards Lynn Robinson stood up and elaborated on this saying that the MOU would be used to hold “the Board to account”.

I spoke up to say that this was not the purpose of the MoU as defined in the new articles and she disagreed.

Afterwards I exchanged texts with Lynn and pointed out the clause in the current articles which reads: "The National Council and the Board will agree a Memorandum of Understanding (MOU) to ensure communications between both bodies are timely and appropriate to allow both bodies to understand the proposed actions and intent of each party."

That suggests that an MoU that in some way controlled the Board by holding it to account (in whatever form that means) exceeds this current definition and would require a change in the Articles to be approved or it would be unconstitutional and possibly represented an erosion of best practice good governance with respect to Board primacy.

I was then pointed to the MoU Group’s Terms of Reference document which references “holding the Board to account”. However, this document is very unclear especially for a ToR which should be a model of clarity to avoid misinterpretation and scope creep. To my mind the ToR should start with the clause in the Articles quoted above and cascade from there especially as there are no mooted changes in 2019 Draft articles also linked in the November update. However instead at the outset it says:

  1.2. Prior to the BMC AGM 2018, the exact terms of the MoU were not defined but what was agreed and shared widely on the MoU is detailed below for information: 1.2.1. The MoU will form the control by which the National Council are able to hold the Board to account when they believe the Board is acting outside the agreed Object, strategy and policies of the BMC, or the intent of the Membership. 1.2.2. Phase 2 will also need to provide the methods/processes by which the Members input to strategy and vision of the BMC and through which the policies of the BMC are developed and approved.

This is additionally unsatisfactory not just for over-reaching and lack of clarity  but also for the following reasons:

• “Agreed and widely shared” needs to be defined as by who to whom
• It is not clear whether 1.2.1 and 1.2.2 is background information only, or actually forms part of the aims of the MoU group to be delivered on