UKC

/ Important questions for the proposers of Tier 1

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Offwidth - on 22 May 2018

In the interests of BMC democracy can someone from the Tier 1 proposer group please clarify the following:

1) Who are you? The original motion listed 42 names but a significant number left after the compromise was reached at the May BMC forum. Andy Syme claimed as little as 13 remain. Andy Say said this was unreliable. The proposers claim democratic motivation, so it seems to me they must say who they are.

2) Can someone respond to Paul Evans' vital point from the other thread. "Page 10 of the Sports England Code of Governance (which applies to ALL tiers) says under structure "Organisations shall have a clear and appropriate governance structure, led by a Board which is collectively responsible for the long-term success of the organisation and exclusively vested with the power to lead it." So whether you're aiming for Tier 1 or Tier 3, you need to make very similar changes. Option A then adds a number of checks and balances on Board powers. Option B does not appear to."

If this is true then the Tier 1 position actually removes member influence and power as it lacks nearly all the checks and balances of the Tier 3 proposal, including the last minute compromise on an MoU. It would mean that the presentation being given to BMC members from the Tier 1 proposers on membership primacy is clear misinformation.  This must be clarified.

3 Can someone answer Pauls other query on that thread: " We have, BTW, not had confirmation (unless I have missed it) that SE have accepted the option B articles as Tier 1 compliant. "  BMC members need to know it is Tier 1 compliant. This surely must have been confirmed?

 

 

The Tier 3 motion is the democratic formulated motion supported by the ORG and the Exec, confirmed by Sport England to be Tier 3 compliant and democratically voted for by the large majority of the members reps on National Council. A democratic motion standing against this needs to be clearly owned by its proposers (they must be named) must provide the menber protections it claims and must be formally confirmed to actually be Tier 1 compliant. 

Post edited at 09:42
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Andy Say - on 22 May 2018
In reply to Offwidth:

> In the interests of BMC democracy can someone from the Tier 1 proposer group please clarify the following:

> 1) Who are you? The original motion listed 42 names but a significant number left after the compromise was reached at the May BMC forum. Andy Syme claimed as little as 13 remain. Andy Say said this was unreliable. The proposers claim democratic motivation, so it seems to me they must say who they are.

I'm me!  Always have been as far as I know.....  The list of the 44 signatories has been lodged with the BMC office so I'm sure they could help you out with your request!   Could you similarly furnish me with the list of signatories of those who are proposing option A?  In the interests of democracy and openness of course

> The Tier 3 motion is the democratic formulated motion supported by the ORG and the Exec, confirmed by Sport England to be Tier 3 compliant and democratically voted for by the large majority of the members reps on National Council. A democratic motion standing against this needs to be clearly owned by its proposers (they must be named) 

Actually a proposal needs to have a Proposer and a Seconder plus a certain number of signatories (25 in total in the current Articles). In the case of the option B proposal this was lodged with the BMC with 44 signatories in advance of the 45 clear days time limit required by the current Articles.  It is, indeed, a shame, that the option A proposal did not meet that requirement.  Democracy is about following the rules after all.......

 

9
slab_happy on 22 May 2018
In reply to Offwidth:

I'd just like to quote a bit more from Paul Evans, because I think this point is so important:

> When I compare the option B proposal with the current articles, there are over 10 places in the current articles where the National Council has power over the Exec. They are in the definition of “regulations”, the definition of the National Councils role, in section 15.1, in sections 20.3, 20.4, 22.1, 24.4, 24.5, 30, 36, 39.2 and 40.

> Without boring readers with the detailed “before and after” text, in every one of these areas, the option B articles remove or weaken the powers of National Council over the Exec / Board.

> I can find no places where option B leaves in place any powers of the National Council to direct the Board, other than the power in section 15.1 to set broad strategy, which BTW is inconsistent with the definition of NC role earlier in the doc.

> What option B does not do, is to put in place any of the checks and balances on Board powers (e.g. reserved matters, board minutes to be published, electronic voting) which are in Option A.

And from https://www.thebmc.co.uk/media/files/BMC%20Organisation/Comparison%20of%20recommendations.pdf

> 2. The Tier 1 Articles are an improvement in terms of legal compliance and some aspects of governance, but transfer powers from National Council to the Board without providing alternative Member protection and are not considered satisfactory by Sport England.

> 3. The National Council Recommended Articles provide more in terms of legal compliance and governance and they also provide alternative Member protection and influence and are considered satisfactory by Sport England.

As far as I can see, Option B is *worse* in terms of member protection and representation than Option A. In which case, it's very disingenuous to keep depicting it as the "member power" option.

 

Offwidth - on 22 May 2018
In reply to Andy Say:

Its said most of the 42 no longer support the motion. Who does still support it? 

The Tier 1 Sport England rules explicitly state "led by a Board which is collectively responsible for the long-term success of the organisation and exclusively vested with the power to lead it". How is this compatible with the Tier 1 Option assertions and your assertions.

Is Proposal B confirmed Tier 1 compliant by Sport England? 

The NC/Exec combination, like pretty much any membership body, have always been allowed to submit motions. The rules you quote only apply to ordinary member submissions.

Post edited at 10:53
2
Andy Say - on 22 May 2018
In reply to Offwidth:

> Its said most of the 42 no longer support the motion.

Who says?  And its 44.

> The NC/Exec combination, like pretty much any membership body, have always been allowed to submit motions. The rules you quote only apply to ordinary member submissions.

So there's 'special members' and just 'ordinary members' then?

And how many of those special members are signatories of their proposal?  Can you scrape together 25?

Post edited at 11:16
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spidermonkey09 - on 22 May 2018
In reply to Andy Say:

Andy, that is pathetic. If the people running the organisation can't put forward a proposal where would we be? For gods sake.

You know as well as we all do that a significant proportion of the 44 have withdrawn their support for the alternative motion. Your obfuscation around it speaks very loudly and comes across very badly. Personally I hope the members wipe the floor with your motion; the whole farrago has been awful. How can we persuade people to join the BMC with this sort of nonsense?

Post edited at 12:03
2
Andy Say - on 22 May 2018
In reply to spidermonkey09:

> You know as well as we all do that a significant proportion of the 44 have withdrawn their support for the alternative motion.

Strangely enough I don't know that.  You obviously have better information than me, Jim.

> Your obfuscation around it speaks very loudly and comes across very badly. Personally I hope the members wipe the floor with your motion.

Well - we shall see in the fullness of time, shan't we.

 

 

12
MG - on 22 May 2018
In reply to spidermonkey09:

> the whole farrago has been awful. How can we persuade people to join the BMC with this sort of nonsense?

I agree but its hardly one-sided, is it?  The other motion is covered by greater obfuscation,  and the whole process has clearly been done in a tearing hurry.   The voting process is highly dubious.  Given the repeated cock-ups from the BMC in recent years, in large part due to similarly rushed processes, better to try again I'd suggest in a few months, perhaps at an EGM once things have been properly thought through and explained.

 

5
spidermonkey09 - on 22 May 2018
In reply to Andy Say:

Well, I only have the bare minimum of information which most of us have; from reading reports on the Open Forum where people withdrew their support, reading these UKC threads (although god knows why I still am!). I would have thought you know how many people still agree with the motion given you are a signatory and are seemingly the unofficial spokesperson for it on UKC. Are you saying all 44 still agree with it and support it as far as you know?

We will see; for clarity I do appreciate and don't doubt that you care about the BMC. But we're clearly on different sides of the fence.

Ian W - on 22 May 2018
In reply to Andy Say, and Offwidth, (but i understand your frustrations!)

Whoa there boys. Stop getting personal before you even start!

Andy, there arent special members, the special was the submission, not the member.  

And Crag / Jon will be able to give a list of those withdrawing / remaining; they were the two who tried to convince the entire list to top supporting the Tier 1 stuff, after the last negotiations / forum. Andy, you may have got a Kalymnos exemption, but otherwise would have been on the end of their thumbscrews as well......the only reason option B is still there is because there are some right awkward buggers who wont even accept the recommendation of the original proponents to drop it. 

And option A might not have had the same style of getting onto the vote paper (proposer, seconder etc), but it did have the benefit of being the choice of Exec, NC (and hence the membership), the ORG. the IG, and 800+ signtories on a petition...... 

1
spidermonkey09 - on 22 May 2018
In reply to MG:

Having read through a fair chunk (although not all!) of the ORG stuff and attended meetings over the last year, my response to that would be that I don't think there is obfuscation; its just the boring, tedious, opaque nature of drawing up articles for corporate governance. I've read elsewhere people on the forums saying the articles of the BMC shouldn't be like that; I think that is ignoring realities to be honest.

The process has indeed been done in a hurry, I admit; but with good intentions; namely to comply with SE T3 sooner rather than later and avoid any additional shortfall in funding beyond what has already been suffered. Fundamentally, I trust the people at the top of the BMC to do the right thing. I presume you're referring to the Climb Britain clusterf*ck as one of the recent cock-ups; to me, I never had that strong a view on it, but I think they deserve credit for acknowledging they got it wrong and reversed the decision.

Incidentally, whats wrong with the voting process? Electronic voting is a massive improvement. I've voted and thought it was seamless.

MG - on 22 May 2018
In reply to spidermonkey09:

> I don't think there is obfuscation; its just the boring, tedious, opaque nature of drawing up articles for corporate governance. I've read elsewhere people on the forums saying the articles of the BMC shouldn't be like that; I think that is ignoring realities to be honest.

I think people can accept the formal articles will need to be in legalese to an extent.  However, it should be possible to explain them clearly and succinctly.  This hasn't happened. I don't know if it's deliberate or simply a result of the rush, but as a (in no way cherry-picked) example, the "Plain English" guide to what is going on contains this sort of ungrammatical nonsense

"It is important that these committees report to and are accountable to the Board who has ultimate legal responsibility (and liability) for the actions of those committees."

If this sort of gobbledegook is in the "Plain English" guide, I have no confidence the actual articles will be drafted with any more care.  In fact it suggests they aren't, so adopting them may well simply be saving up problems.

> The process has indeed been done in a hurry, I admit; but with good intentions; namely to comply with SE T3 sooner rather than later and avoid any additional shortfall in funding beyond what has already been suffered. Fundamentally, I trust the people at the top of the BMC to do the right thing. I presume you're referring to the Climb Britain clusterf*ck as one of the recent cock-ups; 

That's the most obvious, yes, and exactly the same approach seems to be being taken here - thrust half-baked ideas on the membership as a fait accompli.

> Incidentally, whats wrong with the voting process? Electronic voting is a massive improvement. I've voted and thought it was seamless.

The mechanism is fine.  Only having the option to support the suggested changes but not oppose them, not so much.

Post edited at 13:13
spidermonkey09 - on 22 May 2018
In reply to MG:

> "It is important that these committees report to and are accountable to the Board who has ultimate legal responsibility (and liability) for the actions of those committees."

Grammar was never my strong point (I studied literature not language!) but I understood this fine; am I missing something? I don't mean to be awkward but seemed fairly clear to me. Perhaps this is in the eye of the beholder.

> That's the most obvious, yes, and exactly the same approach seems to be being taken here - thrust half-baked ideas on the membership as a fait accompli.

I guess as ever, its a matter of opinion. I think the alternative to this half baked option is a mildly toasted option that risks dragging the whole process out for months and will undoubtedly affect SE funding and associated programmes that rely on it.

> The mechanism is fine.  Only having the option to support the suggested changes but not oppose them, not so much.

Fair point. Suppose abstentions are effectively opposing them but appreciate its not the same thing.

spenser - on 22 May 2018
In reply to MG:

I assume that you are aware of the Sport England deadline for compliance of 31st July (which is already a 1 year extension to the 2 year compliance period)? The whole reason for delaying the AGM was to enable the proposals to be put together and presented the membership, the "Tier 1" (maybe it is, maybe it isn't compliant, who knows?) proposal then emerged with supporters attempting to garner support behind closed doors at club AGMs (certainly Bob P was at the Oread AGM for just this reason, I don't know if other supporters did similar).

From what I've been told the governance issue was kicked into the long grass by National Council multiple times as they were getting distracted dealing with short term issues.  Personally I see this as being regrettable but understandable, they are volunteers, some of whom have jobs, some don't, some issues simply won't receive the attention which they deserve due to time constraints.

I don't know how much it costs the BMC to organise an EGM/ AGM, however we now have a set of articles to vote on and a membership which seems quite eager not to hear the word governance ever again. As far as I am concerned there is no reason to force the BMC to bear the costs of an EGM, and associated lost Sport England funding due to the need to delay beyond the 31st July deadline (if the BMC were to cancel the upcoming AGM today and instigate an EGM the earliest it would be able to hold it, under the current constitution is Sunday 22nd July when lots of members will be off on their summer holidays/ climbing trips). Had this process been occurring in the depths of winter this could possibly have been a sensible idea, at the moment it's a good way of actively disenfranchising members who actively participate in climbing, hillwalking and mountaineering activities.

2
timjones - on 22 May 2018
In reply to Offwidth:

Can I suggest that in the interests of democracy everyone who is posting under a pseudonym here ought to declare who they are and what posts they hold?

1
MG - on 22 May 2018
In reply to spenser:

I don't really care about SE funding either way.  I do want the BMC to have a robust, thought-through and well explained system of governance, however.  The current proposal is rushed, not well explained and as a result I would expect not well thought-through.     This would very likely lead to problems down the road.

As I said elsewhere I have the clear impression I am being bamboozled into supporting it despite these short-comings and, again, treated with some contempt by the  leadership of the BMC , so I have voted against (well I haven't because I can't...  I have abstained).

2
slab_happy on 22 May 2018
In reply to timjones:

I prefer not to use my real name on here for reasons of privacy, but there are assorted other UKC members who've climbed with me and can vouch that I'm a real person.

I don't see how my using a pseudonym interferes with "democracy", since I'm not trying to mislead anyone about who I am.

Similarly with Offwidth; I've got no clue what his real name is, but plenty of people do, he's a well-established figure on the boards, and nobody's imagining that he's Dave Turnbull with a funny hat on.

Oh, and I hold no BMC posts whatsoever (but am an individual member, as well as being a member of an affiliated club).

Now, who are you? "timjones" could equally well be a pseudonym, for all I know ...

1
timjones - on 22 May 2018
In reply to slab_happy:

At the end of the day I'm not suggesting that I have any inside knowledge of the process that has got us to this point.

Don't you think it important that we can verify the identity of those who are claiming to speak with authority?

Martin Hore - on 22 May 2018
In reply to MG:

> "It is important that these committees report to and are accountable to the Board who has ultimate legal responsibility (and liability) for the actions of those committees."

> If this sort of gobbledegook is in the "Plain English" guide, I have no confidence the actual articles will be drafted with any more care.  In fact it suggests they aren't, so adopting them may well simply be saving up problems.

I just don't get this. Apart from marginally preferring "which" to "who" I can't see what's wrong with the English in this sentence at all. Except that it's a tad in excess of the 140 characters permitted by Twitter I suppose.

I haven't studied the details of this debate, and will do so before casting my vote, but in answer to another post, which I tend to agree with, I'm posting under my real name, and I hold no relevant position.

Martin

 

1
slab_happy on 22 May 2018
In reply to timjones:

> At the end of the day I'm not suggesting that I have any inside knowledge of the process that has got us to this point.

Me neither. I'm out here with everyone else, trying to read the damn documents and comparisons and make sense of them.

Is there anyone who you think *is* trying to claim insider knowledge without disclosing who they are?

1
MG - on 22 May 2018
In reply to Martin Hore:

> I just don't get this. Apart from marginally preferring "which" to "who" I can't see what's wrong with the English in this sentence at all.

Apart from!  And these/those.  Have you tried reading the whole thing?  The grammar is poor, the language convuluted, the tone and voice change.  Etc.  As I said above, that wasn't cherry picked, it just happened to be one bit I noticed.

2
Andy Say - on 22 May 2018
In reply to Ian W:

Sorry, Dad. 

Jonathon White may be able to give a list of those who said, under the thumbscrews, that they would withdraw their support from the Tier 1 proposal.  Unfortunately things move on and four of them have contacted me personally to say that after re-thinking, and not being able to get a sight of the 'Memorandum of Understanding' which was supposed to solve all ills, they have come back within the fold.

'No one expects the Spanish Inquisition!' 

 

 

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timjones - on 22 May 2018
In reply to slab_happy:

> Me neither. I'm out here with everyone else, trying to read the damn documents and comparisons and make sense of them.

> Is there anyone who you think *is* trying to claim insider knowledge without disclosing who they are?

Offwidth certainly speaks with a degree of authority and as far as I'm aware he is the only source that I have for the suggestion that this is all time sensitive as there has been too much delay already.

It would be nice to know who has provided that info and how likely it is to be genuine.

Overall there has been a lot of debate but if I think about it there is only one contributor who I can say that I have any degree of cetainty on their identity.

It all gets a bit weird, I've met people in real life who will tell me that they know me from UKC but still refuse point blank to tell me what their pseudonym is.

1
Ian W - on 22 May 2018
In reply to Andy Say:

Thank you Andy, you can come of the naughty step now. Just remember to vote option 1, like you and your NC colleagues suggested.....

But nah, you cant just retract your confession cos the screws are off. Cant people make their minds up?

1
Rob Parsons on 22 May 2018
In reply to spidermonkey09:

> Grammar was never my strong point (I studied literature not language!) but I understood this fine; am I missing something? I don't mean to be awkward but seemed fairly clear to me. Perhaps this is in the eye of the beholder.

For a quasi-legal document, grammar definitely matters. What's the problem in simply getting it right? Not doing so suggests either haste, or poor clarity of thought.

> Fair point. Suppose abstentions are effectively opposing them but appreciate its not the same thing.

No; they're not: to abstain is to formally decline to vote either for or against a proposal or motion. You can't count abstentions 'for', or 'against.'

For a vote which has the potential to alter the constitution of an organization, it seems very unusual not to to be presenting a 'no' option on the ballot.

Andy Say - on 22 May 2018
In reply to Ian W:

> Just remember to vote option 1, like you and your NC colleagues suggested.....

'As some of my NC colleagues suggested....'  There were 6 abstentions.

And at least two of those who have returned to the fold have done so because of some of the attitudes displayed here on UKC: dissent is not allowed and all dissenters are fair game for personal attack.

 

6
Andy Say - on 22 May 2018
In reply to Rob Parsons:

> For a vote which has the potential to alter the constitution of an organization, it seems very unusual not to to be presenting a 'no' option on the ballot.

Its simply wrong.  I'm not sure anyone was consulted about the way the voting was designed and when I mentioned it to Dave Turnbull yesterday he was surprised.  He didn't know that members were not being allowed to vote 'NO'.

You could see it as an attempt to make sure that everyone votes 'FOR' something in the hope that 75% of votes will be scraped up.  But of course you'd need to be paranoid to think that  

1
Andy Say - on 22 May 2018
In reply to timjones:

> Overall there has been a lot of debate but if I think about it there is only one contributor who I can say that I have any degree of cetainty on their identity.

Do tell....  Is it spidermonkey?

 

Ian W - on 22 May 2018
In reply to Andy Say:

You really mean >2 people have had their minds made up by what others have said, or the way they said it on a discussion forum??

Utterly pathetic. 

And please if you get the chance, pass on that thought to them.  

Rob Parsons on 22 May 2018
In reply to Andy Say:

> Its simply wrong.  I'm not sure anyone was consulted about the way the voting was designed and when I mentioned it to Dave Turnbull yesterday he was surprised.  He didn't know that members were not being allowed to vote 'NO'.

That sounds very odd. Perhaps a BMC rep will comment further here?

In any case I have now contacted Electoral Reform Services to ask the obvious questions; if I receive any reply I'll post back.

 

 

timjones - on 22 May 2018
In reply to Andy Say:

> Do tell....  Is it spidermonkey?

WTF is spidermonkey ;)

slab_happy on 22 May 2018
In reply to slab_happy:

> Similarly with Offwidth; I've got no clue what his real name is, but plenty of people do, he's a well-established figure on the boards, and nobody's imagining that he's Dave Turnbull with a funny hat on.

Talking of Dave Turnbull, though without a funny hat on (as far as I know), the man himself has commented down the bottom of the other thread:

https://www.ukclimbing.com/forums/crag_access/bmc_again_sorry-685194?v=1#x8788400

 

Andy Say - on 22 May 2018
In reply to timjones:

Sorry Tim,  I was trying to guess which UKC poster it was that you felt you had a handle on their real identity and position.

Yours,

Clark Kent

spidermonkey09 - on 22 May 2018
In reply to Andy Say:

I have no idea why my username is cropping up here, but presume you're joking as you called me by my name earlier; its on my profile!

Martin Hore - on 22 May 2018
In reply to MG:

> Apart from!  And these/those.  Have you tried reading the whole thing?  The grammar is poor, the language convuluted, the tone and voice change.  Etc.  As I said above, that wasn't cherry picked, it just happened to be one bit I noticed.


No, I've not read the whole thing, but I presumed you'd chosen what you thought was a particularly offending passage. I'm normally quite picky about language but I don't myself have a big problem with this sentence. The change from "these" first time to "those" second time seems acceptable to me - possibly preferable to sticking with "these". But then I taught Maths, not English (a long time ago). It's how clearly the intended meaning comes across to the reader that matters to me, not whether every rule of grammar has been scrupulously obeyed. I don't know about the rest of the document but I think this sentence passes that test.

Martin

trennie23 - on 22 May 2018
In reply to timjones:

WTF is spidermonkey ;)

It has the mind of a monkey, but the body of a spider?

 

UKB Shark - on 22 May 2018
In reply to trennie23:

It’s a monkey using the worldwide web

Say_Much_More on 23 May 2018
In reply to Offwidth:

> 1) Who are you? The original motion listed 42 names but a significant number left after the compromise was reached at the May BMC forum. Andy Syme claimed as little as 13 remain. Andy Say said this was unreliable. The proposers claim democratic motivation, so it seems to me they must say who they are.

Maybe Andy would confirm but from my sources

Originally 6 were confirmed as continued supporters 

    Rod Gallagher, Dennis Gray, Julian James, Ian Lonsdale, Robert Pettigrew MBE, Andy Say  

and 7 supporters were uncontactable

   John Allen, Edward Birch, Joe Brown CBE, Leo Dickinson, David Prior, Steve Venables, Pete Watson

Andy says 4 more have gone back so that would be 17. 

Andy Say - on 24 May 2018
In reply to Rob Parsons:

> That sounds very odd. Perhaps a BMC rep will comment further here?

> In any case I have now contacted Electoral Reform Services to ask the obvious questions; if I receive any reply I'll post back.

You're not the only one who has!

Andy Say - on 24 May 2018
In reply to Say_Much_More:

I'm not going to respond to a request from a made-up name, without even a made-up profile who only posts on one topic.  

Though I'm interested in your source since Dave Turnbull is the only person I know who has tried to contact the 44 signatories to ask them what their voting intentions were.

 

6
Becky E - on 24 May 2018
In reply to timjones:

> Offwidth certainly speaks with a degree of authority and as far as I'm aware he is the only source that I have for the suggestion that this is all time sensitive as there has been too much delay already.

> It would be nice to know who has provided that info and how likely it is to be genuine.

It's been explained clearly at BMC Peak Area meetings, by National Council reps.

 

Andy Say - on 24 May 2018
In reply to Becky E:

> It's been explained clearly at BMC Peak Area meetings, by National Council reps.

And.... don't keep us all in suspense!!!!

 

 

 

Tim Jones - the issue is that the BMC could take all the time that it wants to get this right for the BMC BUT Sport England have imposed a deadline for the BMC to come up with a system of governance that they approve of.  This AGM is 'last chance saloon' for that deadline.

2
Becky E - on 24 May 2018
In reply to Andy Say:

> And.... don't keep us all in suspense!!!!

Tim Jones asked for an additional source for the "time sensitive" information.  I was providing confirmation that what Offwidth has said is correct.  No "suspense" about it - Peak Area minutes are available on the interweb.

 

1
Andy Say - on 24 May 2018
In reply to Becky E:

Already!  Christ, you Peakies work fast.....

Becky E - on 25 May 2018
In reply to Andy Say:

No- the April meeting minutes are on the website.

Offwidth - on 26 May 2018
In reply to all:

So heading to 50 posts and two thousand views and  we still have no proper response  from the Option B folk. In contrast the BMC are facing and responding to a huge variety of questions on Option A and getting quite a bit of stick at times on their communications on that. For Option B we still don't know which of the 44 proposers are left backing it (just the unoffical list indicating those pulling out are more than those remaining,  with about  third left to contact). Worse still, there is still no clear indication that the option is even Sport England compliant. This is easy enough to confirm if true : so why hasn't it been done? Next, all the argument from the likes of Andy Say and gallam (ie Rodney G), the only two so far still commenting on UKC as proposers in support of Option B, claim it retains the democracy of the BMC. These are emotive words but in the rules, ALL Tiers of Sport England compliance give the Board primacy (decision making responsibility) and although Option A has numerous carefully negotiated safeguards to retain as much membership input and control as possible in such circumstances, Option B appears to have none of these. Until confirmed otherwise, under Sport England rules, it looks much worse than Option B for member democratic input. How do we ask questions of those making these proposals to hold them to account before the vote closes? Andy Say just dodges the questions and obfuscates

This is all highly reminicent of the vaguely worded MoNC, where dirty tricks like secret communication of misinformation mainly recruited their sizable number of proxy votes; as Bob turned down most serious possibilities for public debate (including not submitting anything for  Summit when asked on at least 2 occasions). This was soundly defeated partly due to a big campaign online and at climbing walls. This year there is the same dirty tricks but no big campaign as yet. Because of this I strongly urge people to vote, whatever your views, so that the BMC democratic position is more honest. Ask the BMC directly where you can question the supporters of Option B (the answer at present seems to be only at the AGM).  This is the exact reverse of what the original 44 figureheads did, by attending the open forum, debating and compromising.

I also think we need to consider rule changes in the BMC such that future motions are checked to clear fair, factual and legal according to rule by some independant group (many democratic organisations have a small elected member commitee for this, supported by the organisations legal officer), have opportunity for debate before the AGM and be confirmed to be retaining the necessary level of named proposers to the point that they are delivered at the AGM.

Post edited at 11:40
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tom_in_edinburgh - on 26 May 2018
In reply to Offwidth:

> I also think we need to consider rule changes in the BMC such that future motions are checked to clear fair, factual and legal according to rule by some independant group (many democratic organisations have a small elected member commitee for this, supported by the organisations legal officer), have opportunity for debate before the AGM and be confirmed to be retaining the necessary level of named proposers to the point that they are delivered at the AGM.

I think you guys need to liven it up and have a trial by combat option for the AGM.    Anoint champions.  Ten paces and the champions throw beer at each other until someone is drowned or surrenders.   Audience is allowed to throw empties like the country bar in the Blues Brothers.  Live stream it.

 

Andy Say - on 26 May 2018
In reply to Paul Evans:

 

>Morning Andy, welcome back from your hols. We’re told that the National Council option A proposal “is designed to remove member power and place it firmly in the hands of the 'Board of Directors”. We’re told that option B is a “vote to retain the democratic basis of the BMC”.

Correct. 

>When I compare the option B proposal with the current articles, there are over 10 places in the current articles where the National Council has power over the Exec. They are in the definition of “regulations”, the definition of the National Councils role, in section 15.1, in sections 20.3, 20.4, 22.1, 24.4, 24.5, 30, 36, 39.2 and 40.

Correct.  Though if you can actually find any ‘Regulations’ you are a better man than I.  This is something that is seriously lacking in the current structure.

>Without boring readers with the detailed “before and after” text, in every one of these areas, the option B articles remove or weaken the powers of National Council over the Exec / Board. 

Disagree.  Whilst those specifics have been removed the emphasis (repeated) that it is National Council that sets the strategy within which the Board operate I think actually consolidates that power.

> I can find no places where option B leaves in place any powers of the National Council to direct the Board, other than the power in section 15.1 to set broad strategy, which BTW is inconsistent with the definition of NC role earlier in the doc.  What option B does not do, is to put in place any of the checks and balances on Board powers (e.g. reserved matters, board minutes to be published, electronic voting) which are in Option A.

You might also want to look at 20.1; 21.2; 29 and 30?  

One disadvantage that the Option B Articles have suffered from is that they were lodged, and therefore became ‘fixed’, before the due date for resolutions to go to the AGM.  Whilst ‘electronic voting’ is desired by the members there is actually no specific plan about how, currently, to deliver that.  So it’s going to be Phase 2 no matter what.  Whilst many people think that is what is happening now, it isn’t.  Members are currently lodging proxy votes – which in fine under the current Articles (though they do specify that the proxies need to be lodged with ‘the CEO’ rather than a third-party organisation so bit of it is open to question.)  And I fail to see how electronic voting is a ‘check’ on Board power?

So let’s look at the main ‘check on Board Power’ shall we.  The famous ‘Reserved Matters’.

The Board will:  Seek approval of the National Council, and/or refer direct to the Voting Members:  (Note the and/or.  The Board can sidestep NC if it wishes.

any proposed change of corporate structure or legal status;  Mandated by Companies Act.  You can't do that anyway without going to the members

the establishment or winding up of subsidiaries;

any proposed changes to the categories and criteria of Members and determining eligibility for the same or the National Council;  Kept by NC in Option B rather than handing it over to the Board

any proposed change to the Articles; specifically changes to the objects of the BMC that might conflict with traditional climbing values as practised in Britain;  Mandataed by the Companies Act  You cant do that anyway without going to the members so the sub-clause is meaningless

any change of name or trading name;  Mandated by the Companies Act.  OK you could decide to change the 'trading name' to, say, 'British Climb' but you can't change the registered Company name without...….going to the members. 

any decision to change of registered office.  Embedded in Articles and therefore blah blah.....

and, of course, 'consult and consider' the views of NC on any change of Company branding;  Not 'get approval'

Can we just move on briefly to the Memorandum of Understanding that apparently was a deal clincher for some.  This will be a 'gentleperson's agreement' between NC and the Board.  You will be so amused to know that I've been asked if I'd like to contribute to the writing of it as it don't yet exist.

Ah.  And finally.  Option B gives indemnity to all Directors, Councillors Officers and staff.  Not sure option A does  

 

 

 

 

 

 

Post edited at 13:08
6
john arran - on 26 May 2018
In reply to Andy Say:

Rather than heading off down tangential paths in the hope that some mud might stick to something relating to Option A, could you remind us again what the specific advantages of Option B are compared to Option A, so we can assess whether those advantages are significant enough for us to seriously consider voting for it? It's a genuine question as I truthfully have no idea at all.

 
Andy Say - on 26 May 2018
In reply to Offwidth:

> I also think we need to consider rule changes in the BMC such that future motions are checked to  according to rule by some independant group (many democratic organisations have a small elected member commitee for this, supported by the organisations legal officer), have opportunity for debate before the AGM and be confirmed to be retaining the necessary level of named proposers to the point that they are delivered at the AGM.

Given the number of breaches of the current Articles in the run up to this AGM you really, really don't want to do that just yet.

Are suggesting that Option B is somehow not 'clear fair, factual and legal'?  Your grounds?

>'the BMC are facing and responding to a huge variety of questions on Option A and getting quite a bit of stick at times on their communications on that.' 

Well, bless!  Welcome to the club.

5
Andy Say - on 26 May 2018
In reply to john arran:

>  It's a genuine question as I truthfully have no idea at all.

So, John.  Why your constant criticism of the people behind a proposal when you say you don't understand what's going on?  I'm serious; I felt hurt by your criticism of me when  you don't even know me.

Right.

We currently have a system whereby Area meetings elect National Councillors to form a National Council.  That NC determines policy and makes major strategic decisions.  The Executive Committee (the 'Directors') implement that strategy on their behalf.

Whilst that was designed to reflect the way people wanted to the BMC, as a member-led representative body, to work it does mean there are some 'ambiguities' in relation to the Companies Act.

An Organisation Review Group was set up and recommended that the BMC re-structure itself along the lines required by Sport England for 'Tier 3' recognition.  At the same time Sport England said that if the BMC didn't restructure itself that way then it would lose its funding.  The perfect storm…..

So now we have a proposal to re-structure the BMC along SE lines with all power over strategy and implementation transferred to the Board with the NC relegated to an advisory function.  And hopefully BMC keeps the SE dosh

The alternative proposal seeks to find a middle way which retains the power of the NC to determine BMC strategy whilst seeking to clarify the role of the Board.  But BMC loses its continued dosh whilst still being able to apply for single smaller grants

It is of course open to the members to say 'a curse on both of your houses' and decide they want to stay as we are.  But on the proxy voting form (got yours, John?) they're not allowed to do that - they just have to abstain.  And no SE dosh.

That's my nutshell  

Post edited at 13:28
8
Andy Say - on 26 May 2018
In reply to Offwidth:

> In the interests of BMC democracy can someone from the Tier 1 proposer group please clarify the following:

> 1) Who are you? The original motion listed 42 names but a significant number left after the compromise was reached at the May BMC forum. Andy Syme claimed as little as 13 remain. Andy Say said this was unreliable. The proposers claim democratic motivation, so it seems to me they must say who they are.

https://www.youtube.com/watch?v=oyR3TzIgi-U

 

3
Andy Say - on 26 May 2018
In reply to Offwidth:

> Option B appears to have none of these. Until confirmed otherwise, under Sport England rules, it looks much worse than Option B for member democratic input. How do we ask questions of those making these proposals to hold them to account before the vote closes? 

If Option B looks worse than Option B then we really have cocked up on the drafting

 

3
Andy Say - on 26 May 2018
In reply to tom_in_edinburgh:

> I think you guys need to liven it up and have a trial by combat option for the AGM.    Anoint champions.  Ten paces and the champions throw beer at each other until someone is drowned or surrenders.   Audience is allowed to throw empties like the country bar in the Blues Brothers.  Live stream it.

I'm up for that.  Though if anyone tries to throw drink at me after the 'combat' they'll get a right smack!

6
Andy Say - on 26 May 2018
In reply to Andy Say:

I don't know.  You get mithered all week to reply and when you do you just get 'dislikes'.

Some people, eh?

2
Andy Say - on 26 May 2018
In reply to Offwidth:

> Andy Say just dodges the questions and obfuscates

'Obfuscate'.  Good word that!  A bit like 'compliant'?  Personally I have developed a liking for 'supine' over the last few months.

> This is all highly reminicent of the vaguely worded MoNC, where dirty tricks like secret communication of misinformation mainly recruited their sizable number of proxy votes; as Bob turned down most serious possibilities for public debate (including not submitting anything for  Summit when asked on at least 2 occasions). This was soundly defeated partly due to a big campaign online and at climbing walls.

Someone conducted a big campaign online and at climbing walls.  Really?  Is that democratic?

>This year there is the same dirty tricks but no big campaign as yet.

Sorry?  I thought you said the 'big campaign' was against the MoNC?  And its 'there are the same dirty tricks'.

>  Because of this I strongly urge people to vote, whatever your views, so that the BMC democratic position is more honest.

Strangely so do I

>Ask the BMC directly where you can question the supporters of Option B (the answer at present seems to be only at the AGM).  This is the exact reverse of what the original 44 figureheads did, by attending the open forum, debating and compromising.

44 'figureheads' who have compromised.  Shurely shome mishtake?  But it IS a good question.  Have you seen how many comments this issue has garnered on the much vaunted BMC, member-engaged website?  Why is there such a failure to engage, digitally, by the BMC.  I note that the BMC website averages around 4 hits per month for every BMC member...….  

> I also think we need to consider rule changes in the BMC such that future motions are checked to clear fair, factual and legal according to rule by some independant group (many democratic organisations have a small elected member commitee for this, supported by the organisations legal officer), have opportunity for debate before the AGM and be confirmed to be retaining the necessary level of named proposers to the point that they are delivered at the AGM.

Despite your relative incoherence here I think I have addressed this.  It isn't the Option B supporters who are p*ssing around with the current Articles in the run-up to the AGM.

 

4
Offwidth - on 26 May 2018
In reply to Andy Say:

Obfuscate is exactly the right word. You are like a politician deflecting a scandal on a TV interview. All Tiers of Sport England compliance have to give primacy to the Board so either your draft isn't honestly presented as Tier 1 Sport England compliant (easily confirmed by Sport England)  or it is a fact that it is much worse than Option A for members. You are right that Option A does gain from the late changes, but thats what we get from compromise to help the organisation.

How do the BMC membership hold your motion to account and question you on details? Its perfectly possible to put an article on the BMC website or UKC or elsewhere, or even a live web Q&A. However,  as with the MoNC, Bob and co seem to think keeping staying quiet  is best (I wonder if we will face the same sort of dishonestly on this as with the MoNC, where he had the gall to  blame the BMC for not giving him the Summit space that he had turned down twice) and of course distributing all these insulting and dishonest letters that many people have copies of (and its hardly beleivable that you haven't seen them),  from over the last few months. Such dirty tactics are deliberately set to turn people off from the BMC (and get normally sensible people like Tom talking childishly about BMC beer fights) and to feed dishonest popularist cliches to those concerned about competitions, indoor walls and government involvement. Its the same manipulation used by Cambridge Analytica and the Russians on Trumps elections, albeit with quill on Vellum (a joke as Bob is perfectly conversant with email and the web, given his prolific output and comllaints about 'Husband Robinson' and 24 hour trolling) .. When using fake news, getting the democrat voters pissed off enough not to vote was as important as feeding the fantasies of those who distrusted Hillary. Fake news is destructive and bypassses and corrupts real debate. 

Both presidential candiates said they supported Option A at the Peak Area Presidential debate.

The big campaign against the MoNC was all in the public sphere as opposed to secret mailing lists. Thats what democracy in political positions means: putting ideas forward that you are prepared to defend in the public domain.  Bob's dishonest private letter distribution gathered 350 votes for the MoNC with hardly any owned public debate whatsoever and that debate which did occur was nearly all based on leaks of his letter. His first public presentation outside a club was at the AGM and he refused many invitations (Summit Local Areas and clear opportunties on the web).

BMC website problems... look a squirrel.

The '44 figureheads'  were pretty obviously Jonathon and Crag leading the debate on Tier 1 as they appear in the Open Forum video, good people showing a genuine wish to compromise for the sake of the BMC. I'm still really surprised that you are left siding with unrepentant troublemakers.

Post edited at 16:31
3
Offwidth - on 26 May 2018
In reply to Andy Say:

Oh and if anyone throws a drink at me over BMC politics I'll probably laugh it off and offer to buy them another one. How you can get all high and mighty about assault from shandy dregs on the one hand and threaten violence if it happens to yourself, is beyond me. Drink throwing is foolish handbags.

Post edited at 16:22
3
Andy Say - on 26 May 2018
In reply to Offwidth:

> Obfuscate is exactly the right word. You are like a politician deflecting a scandal on a TV interview. 

You've got your frikkin' detailed answer; just what IS your problem? 

> However,  as with the MoNC, Bob and co seem to think keeping staying quiet  is best (I wonder if we will face the same sort of dishonestly on this as with the MoNC, where he had the gall to  blame the BMC for not giving him the Summit space that he had turned down twice) and of course distributing all these insulting and dishonest letters that many people have copies of (and its hardly beleivable that you haven't seen them),  from over the last few months. Such dirty tactics are deliberately set to turn people off from the BMC (and get normally sensible people like Tom talking childishly about BMC beer fights) and to feed dishonest popularist cliches to those concerned about competitions, indoor walls and government involvement. 

Your record is really becoming seriously stuck .  Can we just move on? Produce the letters.  Prove your point.  Stop gobbing off!  

And stop being involved in beer fights   Though I have to admit to learning a new word as a result of this.  Apparently in the NE they call throwing a drink over someone 'swilling'.

> Thats what democracy in political positions means: putting ideas forward that you are prepared to defend in the public domain.  

That will be what you are slagging me for, then?

> The '44 figureheads'  

Oh.  OK.  'The figureheads of the 44' then?

 

 

6
Offwidth - on 26 May 2018
In reply to Andy Say:

I'm not posting the letters online as they breach site guidelines and in some cases are probably libelous and in others drag in people who have apologised for small slips in behaviour and been otherwise constructive towards the BMC. I've got paper copies of the widely distributed letters for anyone to view at any meets I'm still to attend (some took this offer up at the Peak Area and I'll almost certainly be at the NW area as an observer/ taxi driver).

Broken record? You have posted more often than I on this subject, based on your passions. Removing fake news from BMC discussions is as big a passion to me as the debate, for the reasons I've outlined many times. 

Show me where I 'slag you' as opposed to disagreeing with your ideas or challenge what I see as deflections or complaining about affiliating with those guilty of dishonest distribution of misinformation.

Post edited at 16:42
2
Andy Say - on 26 May 2018
In reply to Offwidth:

> Oh and if anyone throws a drink at me over BMC politics I'll probably laugh it off and offer to buy them another one.

I wouldn't.  Don't try it.  Or get someone else to do it for you.

>How you can get all high and mighty about assault from shandy dregs on the one hand and threaten violence if it happens to yourself, is beyond me.

Its easy.  I think its wrong.  I note you know exactly what was thrown

>Drink throwing is foolish handbags.

Not when you're picking on an 80-year old.  That's just the action of a craven coward. Or a group of craven cowards. 

For those who don't know the guy we are talking about - this is him - https://www.thebmc.co.uk/recognition-for-bob-pettigrew 

I also particularly like Dave Turnbull's view '"Bob has been a BMC stalwart and staunch advocate for the freedoms of mountaineers for well over 50 years.  He is one of a rare breed of mountaineers with a virtually unprecedented passion and encyclopedic knowledge of British mountaineering history, its administration and its literature.  Bob has dedicated his life to the mountains and mountaineering and his MBE is extremely well deserved."

 

4
Offwidth - on 26 May 2018
In reply to Andy Say:

I know as I said on the other thread, I was looking to buy the person a drink, it was in a pint glass and they said it was that. Of course the tin hat theory in one of those dishonest letters remains that the BMC Exec conspired to assault Bob, presumably knowing the man would give the ready made excuse of sexist insulting behaviour as a trigger. Being 80 I guess they limited the volume thrown to dregs... all based on witness accounts that contradict every other witness that was there including that the person threw spirits when everyone else saw dregs in a pint glass and denying the many who saw him retaliate with wine....completely bat shit crazy? Or destructively cynical fake news??

Certainly a useful distraction from answering my key questions in my OP (another squirrel).

Post edited at 17:13
4
john arran - on 26 May 2018
In reply to Andy Say:

> So, John.  Why your constant criticism of the people behind a proposal when you say you don't understand what's going on? 

More absurd misrepresentation; it's becoming quite a pattern. I believe I know perfectly well enough "what's going on" and never claimed otherwise. What I don't know, and why I was asking, is what the possible benefits of Option B might be. You'll notice that was actually my question.

The rest of your explanation has confirmed that indeed there are no tangible benefits, or at least none that you seem able to articulate. The nearest you got to an advantage of Option B was that we would be free to "seeks to find a middle way which retains the power of the NC to determine BMC strategy." Now forgive me for noticing that this sounds remarkably reminiscent of the Brexiter bullshit line about being free to negotiate great trade deals with all the countries eager to screw us over.

If you're still trying to convince people to vote for Option B then I suggest you come up with something rather more convincing than the strategy of obfuscation you've been employing relentlessly so far.

 

1
slab_happy on 26 May 2018
In reply to Andy Say:

Since this is all you've offered by way of actual answer (as opposed to obfuscation and vague insinuations):

> You might also want to look at 20.1; 21.2; 29 and 30? 

Let's!

> 20.1.  The business of the BMC shall be managed by the Board in accordance with the policies adopted by National Council the members of which may collectively as the Board exercise all such powers of the BMC as may be prescribed by the BMC in General Meeting and as are not by the Act or by these Articles required to be exercised by the BMC in General Meeting subject nevertheless to the provisions of the Act and these Articles not being inconsistent with the aforesaid provisions.

The Board is required to manage the BMC "in accordance with the policies adopted by National Council". Note that the National Council has already been explicitly defined as a "consultative body", which sets "broad strategy".

> National Council the members of which may collectively as the Board exercise all such powers of the BMC as may be prescribed by the BMC in General Meeting

I don't understand what this means -- can a lawyer explain? The National Council can collectively act as the Board? They can if a General Meeting says so? If so, how does this relate to the SE (or company law) requirement for Board primacy?

> 21.2.  The Board shall identify by whatever means shall be approved from time to time by National Council not more than three nor less than two persons, who need not be Members, who have specific skills or experience to complement those provided by current or prospective members of the Board and better enable it to perform its role and who are willing to be nominated as Independent Directors.

National Council gets to approve ... the means by which the Board selects independent directors? Wow, what power.

> 29. Powers Regarding Membership The Councillors shall have the power (and the right to delegate such power to the Board): 29.1. to admit to membership individuals and other organisations as defined in Article 5 and to invite patrons and to nominate honorary members for election by General Meeting and to allow clubs to affiliate; 29.2. to be the sole judge of eligibility under these Articles and shall be entitled to refuse admission irrespective of eligibility under Articles 5 and 6; 29.3. to determine if membership has lapsed; and 29.4. to determine the membership of any Member and the affiliation of any Club pursuant to Article 9.

The Councillors can nominate honorary members! That relates to decision-making power over the Board ... how?

> 30. Appointments The Councillors shall have power to make appointments to fill casual vacancies for the posts of the Elected Officers and persons so appointed shall hold office until the next Annual General Meeting.

... did you just throw out some random numbers of clauses and hope no-one would check?

Btw, it may have slipped your attention, but Offwidth asked you three questions. 1) and 3) are still waiting.

(Let's be real, 2 is still waiting, but at least you've finally acknowledged that the question was asked. Baby steps!)

Post edited at 21:08
Andy Say - on 26 May 2018
In reply to slab_happy:

Goodness me! The attack dogs ARE in a grumpy mood tonight

 

8
Offwidth - on 26 May 2018
In reply to Andy Say:

Hypocrisy again... we are dealing with the ideas you express, not attacking you and it would be good if you could try and do the same. It would be nice if some of your fellow travellers helped you out.

1
Andy Say - on 27 May 2018
In reply to people:

 

I think everyone realises that there will be NO winners here due to the shambolic way we have approached a major decision point for the BMC. 

 

I was really tempted to just walk away from the pack-mentality evinced recently on this forum.  I have decided that I WILL still engage with ‘discussion’ on UKC in the run-up to the BMC AGM but have laid down a few ground rules for myself.

 

  1. I will only respond to those who I have a reasonable chance of identifying as a real, identifiable  person.
  2. I will only respond to those who are able to discuss issues without resorting to personal abuse and pettiness.
  3. I will only respond to those who do seem to actually have at least a cursory grasp of the detail of the issues being discussed
  4. And, perhaps most importantly – I will only respond to those for whom I have retained some respect. 

 

I DO hope no offence will be caused if I stop responding to some posters.

 

6
AJM - on 27 May 2018
In reply to slab_happy:

I think, although I don't know because it's not clear, that the reading should be:

The business of the BMC shall be managed by the Board [in accordance with the policies adopted by National Council]; the members of which may collectively as the Board exercise all such powers of the BMC...

 

slab_happy on 27 May 2018
In reply to Andy Say:

Well, that's one way of not answering questions ...

2
AJM - on 27 May 2018
In reply to Andy Say:

Since I've not yet really engaged with these discussions, it's possible I may not fail all your thresholds for response.

I am curious about the articles quoted in the post to which I have replied above. My reading of them in isolation or in conjunction with the extra snippets in that post fails to interpret these as giving national council direct and day to day power over the board. 

- depending on the exact number of board members, it can set very restrictive criteria over who would qualify to be an independent director. Which is a useful long term but not short term lever

- national council sets a broad strategy and the board operates within it. Which is fine. But I'm not sure how that acts as much more than a more mobile/adjustable "purpose" style limitation in the articles?

- I'm not immediately clear how the power to fill vacancies or select honorary members adjusts a power balance with the board - obviously it's a useful power to have in certain circumstances, but I'm not sure how it acts to restrain the power of a board?

Where am I misinterpreting? Which quirks of text am I reading more weakly than their intended legal force? What interactions with other areas of the articles are pertinent? This seems a crucial consideration given that NC primacy is essentially the key selling point for these articles. 

slab_happy on 27 May 2018
In reply to AJM:

That would be plausible as a reading, but yeah, it's really not clear.

If your reading's correct, it just says that the Board have to act in accordance with "broad strategy" adopted by the NC. It doesn't give the NC any decision-making power over them.

AJM - on 27 May 2018
In reply to Andy Say:

Extra question, since the discussion seems to be bracketing my first reply somewhat - can you confirm or deny my interpretation of 20.1?

john arran - on 27 May 2018
In reply to AJM:

> Extra question, since the discussion seems to be bracketing my first reply somewhat - can you confirm or deny my interpretation of 20.1?

My bet is he'll plead the 5th ;-)

1
Offwidth - on 27 May 2018
In reply to Andy Say:

That's all pretty convenient Andy since you clearly don't respect those who are worried that Tier 1 either reduces membership influence or is not Sport England compliant. Hence, you don't need to answer any more critics. Point 3 removes all the plebs. We are seemingly left with potential supporters of Tier  1 who are relatively informed but not totally clear as yet.

At no point do your main critics attack you personally, despite your repeated assertions. Like you, we are all keen activists who care deeply about the BMC. We only challenge your ideas and associations.

2
Andy Say - on 27 May 2018
In reply to AJM:

> Since I've not yet really engaged with these discussions, it's possible I may not fail all your thresholds for response.

> fails to interpret these as giving national council direct and day to day power over the board. 

That is not the intent.  The Option B proposal does not set out to make the NC the 'management' arm of the BMC.  And that isn't actually the reality now!  'Day to day' power is not the issue; it is the ability of the members, via the NC, to determine direction.  Members set the course: the Board starts rowing!

> - national council sets a broad strategy and the board operates within it. Which is fine. But I'm not sure how that acts as much more than a more mobile/adjustable "purpose" style limitation in the articles?

But that is the crucial element.  In the Option A proposal the national Council has NO power to set any sort of policy or agenda.  They are constrained to being purely reactive to initiatives deriving, top-down, from the Board

> - I'm not immediately clear how the power to fill vacancies or select honorary members adjusts a power balance with the board - obviously it's a useful power to have in certain circumstances, but I'm not sure how it acts to restrain the power of a board?

I think you are maybe being a bit selective.  The clause I cited deals with all aspects of membership as far as I recall.  And also deals with the power to kick people out of the BMC for being 'bad'.  And retains that as a power of NC rather than relinquishing it to a Board largely put together by the Board with no real reference to the desires of the membership.   

>  This seems a crucial consideration given that NC primacy is essentially the key selling point for these articles. 

Its not about 'primacy'. I do think that word is being misused and is flawed. That's all about CONTROL!   It is unfortunate that we are being presented with a binary decision.  'Choose who is in charge!'  It should about the two parts of the organisation, members and their representatives, and the 'Management' working in harmony.  I just don't believe that a 'top-down' system fits well with the BMC as a representative body though I can see its appeal as a system fit for a Governing Body. 

 

Post edited at 16:28
slab_happy on 27 May 2018

In reply to Andy Say:

> Since that's not a question I will respond

No, I'm sorry, your self-imposed rules stated clearly that you would no longer be responding to people in those four categories (and since you've been so determined not to answer my questions, I infer that I fall into at least one of them).

Nothing about not responding to *questions*.

I don't make the rules, you know ...

john arran - on 27 May 2018
In reply to Andy Say:

> I DO hope no offence will be caused if I stop responding to some posters.

Given that you've been persistently ignoring certain questions already, presumably because there doesn't exist an answer that suits your narrative, will anyone notice the difference?

Andy Say - on 27 May 2018
In reply to john arran:

You get the benefit of a 'vestige' John.

>Morning Andy, welcome back from your hols. We’re told that the National Council option A proposal “is designed to remove member power and place it firmly in the hands of the 'Board of Directors”. We’re told that option B is a “vote to retain the democratic basis of the BMC”. Correct. 

>When I compare the option B proposal with the current articles, there are over 10 places in the current articles where the National Council has power over the Exec. They are in the definition of “regulations”, the definition of the National Councils role, in section 15.1, in sections 20.3, 20.4, 22.1, 24.4, 24.5, 30, 36, 39.2 and 40. Correct.  Though if you can actually find any ‘Regulations’ you are a better man than I.  This is something that is seriously lacking in the current structure.

>Without boring readers with the detailed “before and after” text, in every one of these areas, the option B articles remove or weaken the powers of National Council over the Exec / Board.  Disagree.  Whilst those specifics have been removed the emphasis (repeated) that it is National Council that sets the strategy within which the Board operate I think actually consolidates that power.

> I can find no places where option B leaves in place any powers of the National Council to direct the Board, other than the power in section 15.1 to set broad strategy, which BTW is inconsistent with the definition of NC role earlier in the doc.  What option B does not do, is to put in place any of the checks and balances on Board powers (e.g. reserved matters, board minutes to be published, electronic voting) which are in Option A. You might also want to look at 20.1; 21.2; 29 and 30?  

One disadvantage that the Option B Articles have suffered from is that they were lodged, and therefore became ‘fixed’, before the due date for resolutions to go to the AGM.  Whilst ‘electronic voting’ is desired by the members there is actually no specific plan about how, currently, to deliver that.  So it’s going to be Phase 2 no matter what.  Whilst many people think that is what is happening now, it isn’t.  Members are currently lodging proxy votes – which in fine under the current Articles (though they do specify that the proxies need to be lodged with ‘the CEO’ rather than a third-party organisation so bit of it is open to question.)  And I fail to see how electronic voting is a ‘check’ on Board power?

So let’s look at the main ‘check on Board Power’ shall we.  The famous ‘Reserved Matters’.

The Board will:  Seek approval of the National Council, and/or refer direct to the Voting Members:  (Note the and/or.  The Board can sidestep NC if it wishes.

any proposed change of corporate structure or legal status;  Mandated by Companies Act.  You can't do that anyway without going to the members

the establishment or winding up of subsidiaries;

any proposed changes to the categories and criteria of Members and determining eligibility for the same or the National Council;  Kept by NC in Option B rather than handing it over to the Board

any proposed change to the Articles; specifically changes to the objects of the BMC that might conflict with traditional climbing values as practised in Britain;  Mandataed by the Companies Act  You cant do that anyway without going to the members so the sub-clause is meaningless

any change of name or trading name;  Mandated by the Companies Act.  OK you could decide to change the 'trading name' to, say, 'British Climb' but you can't change the registered Company name without...….going to the members. 

any decision to change of registered office.  Embedded in Articles and therefore blah blah.....

and, of course, 'consult and consider' the views of NC on any change of Company branding;  Not 'get approval'

Can we just move on briefly to the Memorandum of Understanding that apparently was a deal clincher for some.  This will be a 'gentleperson's agreement' between NC and the Board.  You will be so amused to know that I've been asked if I'd like to contribute to the writing of it as it don't yet exist.

Ah.  And finally.  Option B gives indemnity to all Directors, Councillors Officers and staff.  Not sure option A does  

 

Post edited at 16:33
AJM - on 27 May 2018
In reply to Andy Say:

Thanks. Yes, I was probably being selective in only quoting honorary membership, but I don’t think that invalidates my point - I still don’t see how it’s especially relevant.

Theres been a lot of noise about a need to retain power at NC level in order to be able to restrain a Board intent on implementing its own agenda. That’s the bogeyman that’s been thrown around, I suppose - at extremes, an unstoppable Board beholden to Sport England rather than its own membership with a need for NC as the members voice to have the power to balance it out. As a side point, my choice of adjective above is because I don’t tend to feel that to be a terribly large risk, at least no more so than an NC pursuing its agenda as is the current risk, given that the power:hassle ratio doesn’t seem to me in the least appealing and therefore that most people who take on either role will be some sort of committed volunteer doing so out of a sense of responsibility rather than someone on a power trip - there just isn’t much power there.

If NC isn’t intended to have day to day ability to restrain, and given that in any outcome the AGM gives an opportunity to control the board and set direction via the passing of resolutions or the election of Board members more aligned with members interests, I’m left wondering a little bit what the point is? Why is having NC able to set direction better than allowing an AGM to set direction? I thought I’d seen points above about NC elections usually being unchallenged, which if true (?) seems to present exactly the same risk of misalignment from membership interests (I suppose the obvious example here is Climb Britain, not that I had a massive problem with it personally) as if the Board set direction. Is it easier to vote out NC reps than replace directors? 

john arran - on 27 May 2018
In reply to Andy Say:

Now I'm even more confused. Is a cut-and-paste of your earlier evasion supposed to help matters?

Andy Say - on 28 May 2018
In reply to AJM:

> Thanks. Yes, I was probably being selective in only quoting honorary membership, but I don’t think that invalidates my point - I still don’t see how it’s especially relevant.

Its simply an example of a power retained by NC instead of handed over to the Board.  And it covers setting up different classes of membership, determining the services that those classes of members get and also removing membership.  It needs to be there.....

> Theres been a lot of noise about a need to retain power at NC level in order to be able to restrain a Board intent on implementing its own agenda. That’s the bogeyman that’s been thrown around, I suppose - at extremes, an unstoppable Board beholden to Sport England rather than its own membership with a need for NC as the members voice to have the power to balance it out. 

I'm not a believer in bogeymen either Certainly not the oft cited one that NC might 'force' the Board to do something illegal if it retains power to set policy/strategy.  Its not so much an 'unstoppable Board' that concerns me as the 'designed dislocation' of that Board from the members.  For me the essential issue is possibly one of 'heart' rather than 'head'.  I actually believe that it should be the grassroots membership setting the agenda rather than being given the opportunity to comment on someone else's.

> If NC isn’t intended to have day to day ability to restrain,

Now come on - you're back in to bogeymen, aren't you   Who would NC need to 'restrain' and from what? I don't suppose the President sits alongside the CEO every day just in case he does something dumb. 

> the AGM gives an opportunity to control the board and set direction via the passing of resolutions or the election of Board members more aligned with members interests,

Does it?  The MoNC sparked a blind, existential panic.  I'm not defending it but it was a completely constitutional mechanism for 'controlling' the Board.  If it had been a 'motion of censure' with a clear alternative agenda then I think the reception would have been very different.  This AGM is interesting as there is at least one resolution that seeks to determine the direction of the BMC in the future and there is one contested election.   But if you look at the majority of people up for election are you 'electing' or 'anointing'?  Do you have any idea if they are 'good' directors or 'bad' directors?  And in the future the selection process for those candidates will be determined by a Board Committee or (for three of them) by NC.  Not so much an election as a vote of assent.  You're going to get to 'vote' for the President exclusively I'd have thought. 

>Why is having NC able to set direction better than allowing an AGM to set direction? I thought I’d seen points above about NC elections usually being unchallenged, which if true (?) seems to present exactly the same risk of misalignment from membership interests (I suppose the obvious example here is Climb Britain, not that I had a massive problem with it personally) as if the Board set direction. Is it easier to vote out NC reps than replace directors? 

The AGM is once a year.  I'm no 'neo-con' who thinks that only the pure power of the membership at the AGM should determine the direction of the BMC.  I think that the current methodology could work well.*  For your last question it is a damn sight easier to vote out NC reps that Directors.  They should be actually known to the Area meeting attendees and the Area should have a pretty clear idea of how good they are at involving them in national policy.  The NW Area are going to have the chance to get rid of me next week

'Climb Britain'?  A classic example of 'top-down' policy making as opposed 'grass-roots initiative.  The Exec. lost a bloody good Director because they felt they had been assured that the membership would be consulted before any decision was taken...….  They weren't.  The membership got 'told'.

*There is a 'democratic deficit' in the way the current system works. I think some Areas are 'insulated' from what goes on at NC.  NC itself is not working well currently (late papers, rushed decisions etc).  

 

Paul Evans - on 28 May 2018
In reply to Offwidth:

A couple of interesting contributions over the past few days. Thanks to Andy Say for his detailed reply on Sat to my post from earlier in the week. SlabHappy has already analysed the sections where Andy says that NC retain powers over the Exec in Option B – I agree with that analysis, and don’t have anything to add.

To give our readers a fuller picture, it may be helpful (or may cause people to lose the will to live ) if I briefly detail the National Council (NC) powers removed in option B -

1.       The option B definition of “regulations” has been amended to remove reference to NC regulating and controlling the exec.

2.       The definition of NC role is amended from policy making to consultative.

3.       15.1 changed - weakening the powers of NC - new role is “to consult and set broad strategy”. NB this conflicts with both definitions of NC role above. Arguably also conflicts with SE Code of Governance page 10 where Board must be "exclusively vested with the power to lead" in all tiers.

4.       Section 20 changed. Old sections 20.3 and 20.4 have been deleted (these allowed NC members to be delegated responsibilities from the Exec).

5.       Section 22.1 on finances amended, Section 24.4 removed, Finance Committee no longer reports to NC.

6.       Section 24.5 removed - CEO no longer reports to NC.

7.       New section 25 on committees (can now only be set up by Board,  NC power to set up committees in old section 36 removed)

8.       New section 31 (Regulations) based on old 30, but NC powers reduced, so that NC can only pass regulations on matters which affect themselves, not wider BMC.

9.       Section 39.2 (Board reports to NC) amended to show reporting for info purposes only.

10.   Section 40 substantially weakens the delegating powers of NC, which can now only delegate to the board.

On “checks and balances”, in Option B the new section 27 is the same as current section 26. Under this clause, NC do see Board minutes, we ordinary members don’t have the right to see Board Minutes, we don’t see them now, and option B would not change this. For anyone who views Option A as some kind of “power grab” it is worth looking at option A clause 23.14, which states -

“…All minutes of (Board) meetings shall, subject to obligations of confidentiality be made available to the National Council and to Members on request and in any event, shall be published on the Company's website. The approach of the Board shall be open and transparent at all times and redaction should be the exception, rather than the norm. The decision as to whether a matter is confidential is for the Board to decide in its discretion”.

So this is not total transparency in option A - but it’s a lot better than now, or option B.

Also in terms of checks and balances, Martin Wragg's analysis here - https://www.thebmc.co.uk/bmc-agm-alternative-constitutions-comparison - word doc link at bottom of page - concludes with the following list of checks and balances in option A (references are to earlier in Martins doc) - 

·         The risk of abuse of power is addressed by new provisions at NC6 and 7. 5.

·         Governance and legal compliance are respectively improved and ensured by new provisions at NC 16,17 and 21-23 inclusive.

·         Membership empowerment is provided by NC 12.2, 17 and 19.3. 7.

·         Membership engagement is facilitated by NC 14, 17 and 19.3. 8.

·         A balance is struck between management continuity and turnover by NC 18.2, 20 and 28. 9.

 

·         Membership control is ensured by a minimum of 7 directors being Members and possibly all of them. 

 Hope this is helpful.

Paul

RupertD on 28 May 2018
In reply to Andy Say:

> Ah.  And finally.  Option B gives indemnity to all Directors, Councillors Officers and staff.  Not sure option A does.

I appreciate that the indemnity clause in Option B is lifted out of the current articles of association, but it's not really appropriate to include it going forwards:

- It's too vague and could be interpreted as either being so narrow that it provides no useful indemnity at all, or so wide that it creates a fraud risk.

- In any event, it's rendered void by statute so far as it applies to directors.

Which brings me to a wider issue - has option B been looked over by any lawyers? I'm guessing not if this has slipped through. I hasten to add that I have not yet had the opportunity to go through either of the options in detail yet, but this jumped out at me. So far I have stayed out of this one completely since the last AGM.

 

 

 

 

 

Post edited at 13:05
john arran - on 28 May 2018
In reply to RupertD:

Talking of legal matters: As I understand it, an abstention appears to be the way to register opposition to either option. I have also read that continuing with the current articles would put the BMC in a difficult position now that it is aware that the current articles are not legally compliant, which explains the either-or nature of the two options going forward. Would it therefore be fair to say that abstaining would be effectively voting to legally compromise the integrity of the BMC?

Andy Say - on 28 May 2018
In reply to john arran:

> I have also read that continuing with the current articles would put the BMC in a difficult position now that it is aware that the current articles are not legally compliant, 

I'd be interested in where you read that: as its bollocks.

Post edited at 13:48
Andy Say - on 28 May 2018
In reply to RupertD:

> Which brings me to a wider issue - has option B been looked over by any lawyers? 

Drafted by a lawyer, Rupe.

Andy Say - on 28 May 2018
In reply to Paul Evans:

> To give our readers a fuller picture, it may be helpful (or may cause people to lose the will to live 

I think you have long passed that threshold Paul.

Lets cut to the chase here.  You know that there is a significant 'phase 2' in the offing.  There are another 41 ORG recommendations to deal with!  Whatever is decided at this AGM will not be set in stone and there will be adjustments made at at least the next AGM.  Inevitably.

The philosophy behind these two proposals can be characterised quite easily: transfer power to the Board who may consult the members (I don't think you've responded to my points about the 'reserved matters that aren't?) or retain power (at least over setting policy) with National Council.  You would seem to have made your mind up.  So vote.

> Also in terms of checks and balances, Martin Wragg's analysis here - https://www.thebmc.co.uk/bmc-agm-alternative-constitutions-comparison - word doc link at bottom of page - concludes with the following list of checks and balances in option A (references are to earlier in Martins doc) - 

> ·         The risk of abuse of power is addressed by new provisions at NC6 and 7. 5.

There are some who were concerned about Directors doing business with 'themselves'.  I'm not!

> ·         Governance and legal compliance are respectively improved and ensured by new provisions at NC 16,17 and 21-23 inclusive.

Sorry but 16, 17 (pretty much a repeat of 16!) and 21-23 have stuff all to do with checks and balances.

> ·         Membership empowerment is provided by NC 12.2, 17 and 19.3. 7.

12.2 'empowers members' by preventing the NC from calling a General meeting unless they go through an exhaustive 'arbitration'.  17 (see above) And unless I'm on a different planet there isn't actually a 19.3.7?

> ·         Membership engagement is facilitated by NC 14, 17 and 19.3. 8.

14.  Members are allowed to vote at AGM's.  Whoopee-do! 17 - I've had it with 17.  19.3.8?  WTF is 19.3.8?  I seem to be looking at a pdf from the BMC website that doesn't include that.

> ·         A balance is struck between management continuity and turnover by NC 18.2, 20 and 28. 9.

Well that's good, as I fought for 18.2.  And 20.  Originally the proposal was desperate to have potential 9 year terms until a few of us objected.  And WTF is 28.9? 

> ·         Membership control is ensured by a minimum of 7 directors being Members and possibly all of them. 

Not too difficult since every person appointed as a Director is given free membership   But I'm failing to see how that gives membership control.

 

 

Post edited at 13:52
1
Andy Say - on 28 May 2018
In reply to RupertD:

> Which brings me to a wider issue - has option B been looked over by any lawyers? I'm guessing not if this has slipped through. 

Hey, Rupe - as late as the last NC meeting I was pointing out errors in the WBD Articles!  Sometimes you need a non-lawyer to bring some sense to these things

AJM - on 28 May 2018
In reply to Andy Say:

> For your last question it is a damn sight easier to vote out NC reps that Directors.  They should be actually known to the Area meeting attendees and the Area should have a pretty clear idea of how good they are at involving them in national policy.  The NW Area are going to have the chance to get rid of me next week 

Fair enough. From Poole, it's quite difficult to get involved in the SW area meeting on a regular basis because it involves driving to Bristol and Exeter and so on - it's a very large area. 

I have replied to your email, incidentally, but in case it fails to arrive in afraid that's not me .

Post edited at 13:56
RupertD on 28 May 2018
In reply to Andy Say:

> Drafted by a lawyer, Rupe.

Ok. The indemnity is still duff.

In reply to John Arran:

The amendments need 75% of the vote to pass. Anything that brings that percentage down is effectively a vote against.

> Would it therefore be fair to say that abstaining would be effectively voting to legally compromise the integrity of the BMC?

I think that's taking it a bit too far. In so far as the current articles would remain valid, the BMC would be left with the legal risks it currently has. But those risks haven't materialised in any real sense for many years now so the immediate risk is low.

The concept of compliance with the Companies Act has been generally misunderstood. Here's a terrible analogy: think of a child's shape sorter toy. The BMC is a wooden shape, say a cube. The Companies Act is the box, with the shaped holes cut in the side. The cube can only fit through the square hole and won't fit through circle hole. If you get a felt tip and write on the side, "this a sphere", it doesn't change anything, it's still a cube and it still only fits through the square hole. You would have a much more success if you accept it's a cube and get on with pushing it through the square hole, rather than spending your time arguing that it's really a sphere, that cubes are rubbish and hoping that you never have to put it back into the box.

 

 

 

Post edited at 14:10
Andy Say - on 28 May 2018
In reply to RupertD:

Square pegs / round holes.  A bit like Sport England NGB status?

 

And what is your take on the fact that members are not allowed to vote 'against' the options?  You, of all people, will know that 'abstain' just can't be construed as a vote 'against'. 

Post edited at 14:15
7
RupertD on 28 May 2018
In reply to Andy Say:

> And what is your take on the fact that members are not allowed to vote 'against' the options?  You, of all people, will know that 'abstain' just can't be construed as a vote 'against'. 

I originally (above post timed 14:05) stated that anything that brings down the percentage vote is effectively a vote against. Whilst technically true, this implied that abstaining was a vote against. I'm no longer sure that's correct because it depends on how abstentions are counted in the vote. I would need to read into this further before I can answer this question properly.

Post edited at 15:47
Andy Say - on 28 May 2018
In reply to RupertD:

> I originally (above post timed 14:05) stated that anything that brings down the percentage vote is effectively a vote against. Whilst technically true, this implied that abstaining was a vote against. I'm no longer sure that's correct because it depends on how abstentions are counted in the vote. I would need to read into this further before I can answer this question properly.

Good on 'yer Rupe.  Can we retain you for a legal challenge   On the basis that shed loads of proxy votes have already been cast without any assurance that they will be counted if they elected to 'abstain' so they could vote 'against' (shambolic eh ).  I have asked DT for written assurances.  None forthcoming so far.

One of the things I do value you for is that you are able to hold your hand up and say 'whoops'.

 

You get a 'like'

Post edited at 17:19
3
galpinos on 28 May 2018
In reply to RupertD:

I assumed that in this case, a vote cast as “abstain” is counted as part of the total number of votes. In the Options A or B scenario, they need to carry a 75% in favour so surely whether if the vote was cast as a no or abstain would be a moot point (in the American sense, sorry, I work for an American firm).

I await your response but would be surprised if this was not the case.

 

Paul Evans - on 29 May 2018
In reply to Andy Say:

 

Morning Andy

Apologies for the cut and paste errors in my quote of Martin Wraggs article. “19.3. 7” should be 19.3. “19.3. 8” should be 19.3 also. “28. 9” should be 28. Clearer now?

“Cutting to the chase / philosophy” – I don’t think you’ve shown that option B does “retain NC power”. A keystone of your argument is option B clause 15.2 where NC sets high level strategy, which is inconsistent with two points in the earlier Option B definitions, and which would need to be OK’d (with the rest of the articles) by SE. You’ve also advanced sections 20.1; 21.2; 29 and 30 as areas where power is retained, I don’t see these as significant following earlier analysis up the thread.  I’ve described numerous other places where Option B gives significant NC power away. To be clear, I don’t disagree that we need to make these changes; option A makes many similar changes. I disagree with the way option B is being presented and described.

Power to set High Level strategy, even if OK’d by SE, is by itself a fairly weak protection against problems. I’ve seen cockups in my career which were consistent with high level strategy, but in every other respect really bad ideas. I’ve also seen a number of bad ideas enshrined in high level strategies. Arguing that setting High Level Strategy is equivalent to “Members set the course: the Board starts rowing” is inaccurate.  

Reserved matters – somewhat curious to be challenged on a lack of response after a couple of days on this, given your lack of response to 2 of the 3 questions that started this thread a week ago J. Your critique appears to be “option B would be similar, as most of these points are in the Companies Act”. Would be good to get independent legal confirmation of this, but even if that is the case, I’d rather have them explicitly called out in a 40 odd page set of articles specific to the BMC, than buried in the 700 pages of the 2006 Companies Act.  

Perhaps you'd now like to respond to your outstanding questions?

Cheers

Paul

slab_happy on 29 May 2018
In reply to Paul Evans

> Power to set High Level strategy, even if OK’d by SE, is by itself a fairly weak protection against problems. I’ve seen cockups in my career which were consistent with high level strategy, but in every other respect really bad ideas. I’ve also seen a number of bad ideas enshrined in high level strategies. Arguing that setting High Level Strategy is equivalent to “Members set the course: the Board starts rowing” is inaccurate.  

"Climb Britain" would of course be a shining example of a high-level strategy choice that was enthusiastically endorsed by the NC ...

IIRC, Dave Turnbull said that when they took the idea of a name change to the National Council, they'd expected it'd probably require much more discussion and wrangling and so forth. Instead they got told to go for it.

So the Board started rowing.

I'm surprised that Andy's sole mechanism for member representation, the NC determining "broad strategy", is exactly what he and others objected to so much when they *did*.

Post edited at 09:22
Jules King - on 08 Jun 2018
In reply to Offwidth:

I'll put my name to this, but I'll not say any more until you name yourself publically and reveal who your partner is.

 

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Offwidth - on 08 Jun 2018
In reply to Jules King:

I've never been anything like anonymous here. I'm known well as a co-editor of Froggatt, so Its all pretty obvious there and on the website linked on my user profile (needs a Flash enabled browser). I'm 'husband Robinson' as Bob quaintly says (alongside other meaner things that unfairly imply we are incapable of independant thought and action... Lynn is a super friendly bridge builder and holder of responsible positions, I'm more the prickly union firebrand and obsessive guidebook nerd).  Thanks for asking and also for publicly joining Andy (I really do respect how he has posted stuff on the BMC site and pottered along as the only other named person defending the case for Option B here). If you could only shut Bob up with all this defamation nonsense and barely veiled legal threats we might even be able to disagree in a relatively respectful way.

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