There are some similarities with the SMiSA constitution however the procedure for decision making in the 10000 Hours proposal is very different. In SMiSA it is the members who make the decisions, the Trust Board (Committee) run the Trust on behalf of the members and all key decisions are made by members by way of a vote. This has both its plus and minus points. On the positive side this is very democratic but the drawback is this can be slow and there are times when members do not return votes so we have to do things twice.
In the CIC proposals the decisions will be made by the CIC Board and Directors powers can only be restricted by members passing specific resolutions on a particular subject (Clause 9.1).This is in our opinion less democratic than the rules SMiSA operate under. It would certainly speed up the decision making process but could be exploited unless the members are fully aware at all times of the decisions being taken. How will the CIC board demonstrate transparency in their decision making process? To balance this the CIC Board will take instructions termed as Directions (Clause 66) from the members. It is noted that a two thirds majority will be required to approve a Direction we would request that this should be amended to 51% which is in line with the majority ruling as noted in Clause 14.1 on how Directors make decisions.
There appears to be little to protect the St.Mirren supporters Annual Subscription being set at whatever the CIC Board choose (Clause 37.1). We believe that the current minimum of £10 a month should be reduced however Richard Atkinson has ignored this request so far and has been unable to inform why the minimum amount is being set at £10. We would insist on some clause being written in to cap the minimum monthly payment at the time of joining being maintained until the debt is fully cleared. By doing this it means supporters capable of joining the CIC will not be priced out of being members in the future. This should not have to depend on Directions from the members it should be set into the rules from the outset.
Our initial comments are as follows;
This suggests that if CIC is liquidated, members will lose their money with any asset (SMFC Shares) transferred to another asset locked body.
Regarding Conflicts of Interest with the potential for so many different groups to be involved with varying degrees of interest in the football club this clause needs serious consideration. We would not accept the adoption of this clause until the structure of the CIC / Club was understood and the roles and responsibilities of those involved were clarified.
Additional rules should be approved by the members.
We have no issue with the number of Directors noted but have requested from Richard Atkinson draft job descriptions highlighting roles and responsibilities specific to each of the key positions. It would be beneficial to see how 10000 H see this operating. We asked for this last year but like so many requests this has so far been ignored.
3 year term of office for Directors is inappropriate at least for the initial period. We would suggest that while it is accepted that stability in the early stages of this would be essential it would be proper if there is sufficient interest in the positions available to hold elections annually.
Directors Remuneration 10000 Hours to justify this or omit. Why should Directors be entitled to decide that remuneration may be offered to other Directors?
Directors have the power to set the level of annual subscriptions. This is a show stopper and must be changed to "members in general meeting". Why should anyone other than the members decide on this?
The company may issues shares which are to be redeemed - Under what circumstances would shares be redeemed and would this result in debt to the CIC and / or additional cost to the overall purchase price at the outset?
We would query how this will operate in practice. How will an individual member contact the whole membership to propose a vote on a Direction? A simple generic example setting out the procedure would assist in clarifying this point. We would also expect the majority of two thirds be reduced to 51% as noted above.
We hope this adds to the debate on not only the Articles but the merits or otherwise with the CIC proposal.