Yesterday the Save Edgar Street blog posted an open letter to the Hale/HUST which was also published on BN.
Below Ken Kinnersley gives his view on their letter
At the outset may I offer a sincere “Thank You and congratulations”, to all at “Saveedgarstreet” Blog for the fantastic work they undertook to assist in ousting the Agombar crew from Edgar Street. It is axiomatic from the regular stream of extremely accurate material they published that their efforts were both painstaking and time consuming.
I have read the recent “open letter” regarding formation of the new company with much interest and identify with the points raised. However, I have a slightly different view on the constitution of the board and more significantly, on the election of the Chair.
I am of the view that many of the perceived or anticipated problems or reservations in relation to “safeguarding fan ownership” can be addressed by a well drafted Constitution and / or Articles of Association. Similarly, the issue of composition of the board can, in time, be adjusted to redress the initial imbalance as the HUST shareholding increases. I will try to explain how I read the current situation.
My understanding is that Hereford fans want the new team to play at Edgar Street. At the present time we know, due to cost implications, there is only one realistic option of seeing a return to Edgar Street and that is through the Hales consortium in partnership HUST. The consortium members are established fans willing to become significant benefactors and their only “condition” would appear to be, that their money is utilised in the foundation of a sustainable business model.
There seems to be an acceptance (in the open letter) that a share holding of 50/50 is understandable and workable; in that the fans, through HUST will retain the veto. The contentious issue is composition of the board at 4/3 in favour of the benefactors. The solution proffered to redress this imbalance and protect the fans long term interests is complex and also calls for the Chairman to be elected annually by the HUST membership.
From my experiences of starting a membership organisation from scratch with zero finance, promulgating a constitution, setting up administrative systems and being on the board of (in total) four (small) companies then, in my view, the abilities required to be a successful and effective Chairman should not be underestimated.
In any organisation the decisions made at board level are invariably difficult, if not taxing, and the directors, even with the same objectives in mind, will, on occasions, have differing opinions on how the desired outcome is achieved.
Within an incorporated company it is usual for the Chairman to be elected from, and by, the directors who comprise the board. In a new company it is often the case that the directors involved have worked together in forming the company thus are aware of individuals strengths.
The Chairman is key in enabling the board to reach the “right” decisions for the good of the company and, equally importantly, maintaining board harmony. This requires someone who is not only erudite but also possessed of many and varied skills, including; a logical mind, diplomacy, brevity, “political” awareness, honesty, negotiating skills, good man management and the ability to speak in public.
Now, clearly, within a limited number of people, it may not be possible to identify someone that is possessed of all the desirable attributes, thus compromise is, as always, the key. However, the overall objective must be for the “best” person available to be appointed as Chair.
Under current proposals the candidates for Chair will be either a member of the consortium, or, a HUST board Member. On 9 Jan 15, on Bulls News, the HUST board set out, quite clearly and candidly, both the HUST financial situation and the personal situation of Trust Board members.
It is recognised that the members of the consortium who are to be benefactors of some £150,000 (possibly more in the fullness of time); are all successful in local businesses, they are also members of HUST, and are long term fans with the declared objective of establishing a sustainable club.
How many people “giving away” this amount of money for a “specific objective” would do so without the safeguard of retaining the ability to influence, and if need be, change proposed expenditure; or the way the company operates.
Now, if the consortium members were prepared to abandon such safeguards, then the criticism could be made that demonstrating such a cavalier attitude towards “their own” money is an indication that they are not, in fact, the right people to be involved in managing the new company. Clearly, this is not the case.
There can be little doubt that we are all set on one honestly held intent as we build the framework of a new club. So, of greater significance in safeguarding the long term sustainability of the club, will be ensuring that all the provisions and safeguards included in the Constitution and/ or Article of Association, are sufficiently robust and thus fit for intended purpose and remain so for many years to come. The potential problems and concerns, so far identified, can all be alleviated by ensuring the written framework includes all the necessary safeguards.
HUST Board Members and other directors will come and go as the years pass, however, the constitution / Articles will only be changed by a conscious
decision of the HUST membership. This is the key to our long term security of football in Hereford.
One possible solution to the constitution of the board would be, initially, to implement the current proposal of 4 and 3, then, when HUST have purchased (an agreed percentage of shares) HUST are granted an additional seat to 4 and 4. At this point the Chair (be that consortium or HUST) would then gain an additional casting vote in the event of a tied vote.
Board decisions relate, generally, to day to day business thus a practical solution has to be employed in relation to decision making. Under the circumstances it seems perfectly reasonable that those, with the same aims and concerns, but with the larger initial financial input, should have the final determination, at least until parity in shareholding is close to being achieved.
It is also suggested the chair should be elected annually by HUST members.
Such a vote would add to the administrative burden and thus costs. It could be disruptive and unsettling.
A Chair who performs well, maintains board harmony, grows the company (whatever the measure may be) and is willing and able to serve should not be subjected to a routine annual “membership” election solely to appease a perceived problem of “safeguarding” when this can effectively be achieved by a robust constitution.
The role of Chair is critically important, so, in making such an important decision then it seems reasonable to assume that those best placed to make the decision on suitability are those who experience the individuals performance, first hand, in the boardroom.
Thus it raises the question as to how individual members of HUST (some 1,200+ and increasing and in many different locations) will be in possession of sufficient reliable facts / information, to make a reasoned assessment of the suitability of any individual to be Chair. Thus, taking all into consideration, it is to be anticipated that on this particular issue HUST members would vote broadly in line with the HUST board recommendation.
In all of these issues I return to my contention that the key to a successful resolution is totally dependant on a robust and all embracing constitution / Articles, that leave no room for manoeuvre or dual interpretation. This should include specific provision in relation to changing the Chair and stipulating a maximum period in office.
I was, however, disappointed to see that the open letter set out specifically, that the author(s) “will not vote “yes” to the current proposal”, particularly as the promised Q&A is awaited with further clarification to be delivered on Thursday. I would ask then to wait until we have all the information before making a final decision.
Finally, on balance, I subscribe to the HUST Board's decision to recommend the proposal to the membership, subject to such detailed clarification as may be presented in the Q&A and at the open meeting on Thursday.