A call for an extraordinary general meeting of the BCFA went out last week. You can read the details at http://bcfencingmeeting.org.

The call for meeting covers a number of issues, some of which I feel are not especially germane to an EGM.  However, there are two overriding issues of importance to everyone in the society, which I would like to comment on.

1. Disenfranchisement of the Board of Directors

Our bylaws specify that we have a board of directors that includes representatives from every qualifying member club. The role and duty of a board is to provide oversight for the management of an organization. It is a simple set of checks and balances to ensure the organization follows its mandate and the law.

Here is a direct quotation from "Board Basics" at about.com:

Duty of Loyalty:
A board member must never use information gained through his/her position for personal gain; and must always act in the best interests of the organization.

Duty of Obedience:
A board member must be faithful to the organization's mission. He or she cannot act in a way that is inconsistent with the organization's goals. The board member is trusted by the public to manage donated funds to fulfill the organization's mission.

Directors also:
  • Make sure that the organization follows the law.
  • Approve all major contracts.
  • Are required to attend most board meetings, thus indicating their dedication to the organization.
The BCFA revised its board of directors structure in 2003 because the former board structure was inadequate for these purposes. The former board consisted of BC Winter Games Zone reps, and there was much confusion about their roles; most were not even aware they were board members, and thought their duty was nothing more than organizing BCWG team selection in their regions, in BCWG years. The only upside to this structure was that it meant the BCFA was represented by a broad cross-section of regions, in theory. The revised board structure replaced the zone reps with club reps, as this also ensured broad regional participation, but there was less confusion about their duties, and every club could be counted on to have someone in a leadership role who cared about the sport in general. This new board structure was adopted unanimously by special resolution at an Annual General Meeting.

This new board structure also had the effect of shifting political power in the association toward the membership, which had not previously been much involved. The club reps accepted this role with responsibility and enthusiasm. Attendance at full board meetings in 2004-05 was near 100%, with marginal clubs demanding board seats and receiving them. However, the current executive apparently finds this situation unacceptable. They have adopted the extreme and illegal position that the directors of the society simply do not exist, in defiance of the directors themselves (who have been in direct contact with them on the matter), in contravention of our own bylaws, and the laws of British Columbia.

2.  Lack of accountability

The absence of oversight by a board of directors is problematic enough, but the Society Act provides a safety net in case of board problems -- the Annual General Meeting.

However, the BCFA executive has also denied the society this ultimate method of accounting for itself. Our bylaws require that we have an AGM every calendar year, but there was no AGM in 2006, and there so far has been no announcement 1/3 of the way through 2007.  Documents published online imply that they requested a reprieve on holding an AGM, and were given until April 30 to do so.  The deadline for calling a meeting for April 30 came and went with no notice, and so the EGM call went out shortly after.

Bear in mind that this AGM is to review the business of the 2005-06 year, so we are now in the position of having 2-year-old business that has not been accounted for.  Furthermore, at the last AGM in 2005, it was noted that the financial statements from '04-'05 were incomplete, and were missing an accounting of World Cup finances to the tune of somewhere around $40,000. These reports of business from three years ago are grossly overdue.

The laws of British Columbia require a financial accounting of a society's business within 6 months of fiscal year end, to prevent serious financial mismanagement. The BCFA's year end is March 31, and so last year's finances were legally due for reporting around October 1 2006. Nobody complained at first, because these things often run late, but as of Dec 31, 2006 we were in contravention of a second law, which requires that we hold an AGM every calendar year. Now we have passed the subsequent year's financial year end, and things have reached the level of absurdity.  After all, it's now time to prepare for the next AGM.

There has been no explanation forthcoming from the executive for their neglect in this regard, and when the board of directors attempted to have the society officers answer for themselves in January 2007, the officers simply denied that the directors existed, and refused to show or even account for themselves in writing.

In light of this behaviour, it the obligation of the membership at large to call a general meeting. Note that it is largely irrelevant where one stands on the various issues the society faces, as the essential point of the requisition is simply to hold the meetings that are required to ensure that this society is governed one way or the other under the law.

3.  Other business

The requisition for meeting and the meeting agenda does mention other business, such as policy documents. Although there are some important issues here, in my opinion these are operational issues, and I'd personally rather not deal with them at a general meeting, as they will simply prolong the affair.  I do note that with a properly functioning board, however, these matters would not even arise, because the role of a board is to spot defective policy documents such as these and send them back to committee for revision. If the executive does not recognize the board, then regretfully a general meeting is the only place such issues can be aired. Anyone who despises lengthly, argumentative general meetings as I do should know that BCFA GMs follow this mode precisely because of our dysfunctional governance, brought about by disregard for the conventions of society management, the laws of this Province, and our own bylaws.

Feel free to comment in the forums.  Don't forget to log in first, if you want to be taken seriously.