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Paddle Scotland Articles of Association Amendment Proposal

October 4, 2024

Paddle Scotland is proposing changes to Article 22 (Appointment of directors) in our Articles of Association to ensure they support good governance.

Background


The Paddle Scotland Board has
not been functioning properly for the past year. Illness and resignations have meant we have lost five directors in the last year alone. This has made achieving a quorum difficult and delayed work to review and refresh our ‘Paddlesport for All’ strategy in line with the sportscotland investment cycle due to commence in early 2025.


In early September, at the request of Paddle Scotland directors,
sportscotland appointed Martin Cooke, recently retired Chair of Scottish Cycling, to guide the process of making our Board more functional and representative; Nigel Holl, CEO of British Curling, is also assisting the Board.


In order to make achieving a quorum realistic in the short term, and to ensure the Board has the full benefit of his experience, the first step has been to make our CEO Stuart Smith an “ex officio” director until the end of 2024. Allan McKay, who has been a director for nearly 3 years, has also kindly agreed to act as Interim Chair until the end of 2024. 


With these changes in place, we were able to reach a quorum at the rescheduled 3 September 2024 board meeting held on 17 September 2024, and at an additional board meeting held on 30 September 2024 to progress debate on further changes.


The changes discussed by our Board and the independent advisors relate specifically to Article 22 (Appointment of directors) of Paddle Scotland’s Articles of Association in order to resolve the above issues.


Under the current Articles, the 4 titled roles of Chair, President, General Secretary and Finance Director are elected roles, and the 5 General Director positions are appointed. Current Articles dictate that one third of serving directors must retire at each AGM, and that directors may serve a maximum period of 6 years (2 terms of 3 years), meaning the Board does not benefit from the expertise of more experienced directors.


Proposal 


We are proposing the following alterations to Article 22 (Appointment of directors) in our Articles of Association to ensure they support good governance as defined in
sportscotland’s Governance Framework:

  • Any member can stand for election to one of 5 Elected Director positions on the Board, including the role of President
  • There will remain 5 Appointed Director roles
  • A Chair will be independently recruited through a specific selection process to ensure they have the skills and experience   
  • Experience and expertise are valued, and Board members will be able to serve a maximum period of three 3 year terms, and will not be required to retire on rotation or after two 3 year terms


The resulting Paddle Scotland Board will be more representative and diverse, and therefore better able to support and make good decisions on behalf of all of our members. A more effective Board will be able to guide the development and delivery of our strategic plan, thereby positively shaping the direction of the organsion and our sport.


Further details about the proposal can be found in the
Q&A section below


Next Steps


We want to hear what our members think about these proposed amendments. We will be holding initial consultations online on
Tuesday 15 October at 1900 and Wednesday 16 October at 1600 and hope to see many people there. In addition we have launched an online survey which can be accessed here


Consultation feedback will then be collated, assessed and reviewed by the Board alongside its independent advisors. The Board will approve a final proposal and call a
General Meeting on 27 November 2024 to seek member approval of the amendment to Article 22. There will be a further opportunity to attend an online meeting on Tuesday 19 November at 1900, once the proposed changes have been finalised.


Applications will open from
11 November for members who are interested in joining the Board at the AGM, which will take place on 19 December 2024. Details about the application window will follow in due course. 


Q&A: Proposed Amendment to Articles of Association
  • 1. Why are you proposing to change the Articles?

    The Paddle Scotland Board has not been functioning properly for the past year. Illness and resignations have meant we have lost five directors in the last year alone. This has made achieving a quorum difficult and delayed work to review and refresh our ‘Paddlesport for All’ strategy in line with the next sportscotland investment cycle due to commence in early 2025. 


    We hit our lowest point on 3 September 2024 when, in front of sportscotland and the governance adviser they had brought in to help, we were unable to get a quorum for a Board meeting.

  • 2. What solutions did you adopt in the short term?

    The Appointments Committee met on 6 September 2024 and identified that one Appointed Director, who was not engaging, wished to resign. The Board approved the recommendation of the Appointments Committee to appoint the CEO as a director, something which is normal in at least half of Sport Governing Bodies, in his place, but only until the end of 2024.


    Allan McKay, who has been a director for nearly 3 years, has also kindly agreed to act as Interim Chair until the end of 2024. 

  • 3. How have these solutions helped?

    With these changes in place, we were able to reach a quorum at the rescheduled 3 September 2024 board meeting held on 17 September 2024, and at an additional board meeting held on 30 September 2024 to progress debate on further changes.

  • 4. What changes are being proposed now?

    We are proposing minor improvements to Article 22 (Appointment of directors) to make it less restrictive and more permissive. To achieve this, we propose:

    • Any member can stand for election to one of 5 Elected Director positions on the Board, including the role of President
    • There will remain 5 Appointed Director roles
    • The Chair is recruited through a specific selection process to ensure they have the skills and experience to fulfil the role 
    • Experience and expertise are valued, and Board members will be able to serve a maximum period of three 3 year terms, and will not be required to retire on rotation or after two 3 year terms
  • 5. What will these changes achieve?

    The resulting Paddle Scotland Board will be more representative and diverse, and therefore better able to support and make good decisions on behalf of all of our members. A more effective Board will be able to guide the development and delivery of our strategic plan, thereby positively shaping the direction of the organsion and our sport.  

  • 6. Why are you removing the titles for the Elected Directors?

    Two ‘title’ roles are being retained – President, who can stand for election, and Chair, who will be subject of a separate recruitment process.


    General Secretary is an outdated term that describes what a CEO does today, and the intention is to make it easier in the future to find a director with Finance experience, from amongst all Elected and Appointed Directors, as we have successfully done with the recent appointment of David Mear.

  • 7. Can members still apply to be an Appointed Director?

    Yes, when positions are available. At present, 4 Appointed Director positions are held by those who have done less than the permitted first 3 year term, and the other is held by Allan McKay, the Interim Chair, who has indicated that he is willing to continue for a second 3 year term.

  • 8. What expertise did the Board call on in proposing these changes?

    The proposal has been developed under the guidance of Martin Cooke, the recently retired Chair of Scottish Cycling and retired corporate lawyer with more than 30 years’ experience of Boards and governance, and Nigel Holl, CEO of British Curling and an experienced Board director of Sport Governing Bodies.


    The proposed changes, which have been debated by the Board at length, also have the approval of sportscotland as they are in line with their Governance Framework and the Code of Governance of UK Sport.

  • 9. Will members have an opportunity to give their views?

    Yes, we encourage members to get involved and welcome your feedback. We will be holding initial consultations online on Tuesday 15 October at 1900 and Wednesday 16 October at 1600 and hope to see many people there. In addition we have launched an online survey which can be accessed here

  • 10. What happens if one discipline/group takes all Elected Director positions?

    That is possible, but unlikely as Paddle Scotland will be seeking to increase the diversity of the Board from across the membership. Even if it happened, those Elected Directors should understand that their duty as a director, enshrined in Company Law, is to the organisation as a whole and therefore to all members - not to their interests only.

  • 11. What is the timetable for these changes?

    Once we hear the views of members during the consultation process, we plan to put these changes to a members’ vote at a General Meeting on 27 November 2024. If they are approved, we will hold the AGM, and deal with the election of 5 new Directors including the President, on 19 December 2024.


    Members will be invited to submit their applications to join the Board from 11 November 2024 and details about this process will follow in due course. 

  • 12. Why has Paddle Scotland’s long term strategy development been delayed?

    For the reasons outlined above, the Board has not had the capacity to engage with the work to renew Paddle Scotland’s long term strategy. sportscotland has agreed to delay the development of the long term strategy by one year and on 26 September Paddle Scotland presented a one year strategic plan to cover the interim. 

  • 13. What would happen if the changes are not approved at the General Meeting?

    The current Articles of Association would remain in force and an AGM would be held before the end of the calendar year in line with Article 29.2. This would not, however, alleviate the recent issues and the Board would continue to lack directors and experience due to the limitations imposed by the current Articles. 

  • 14. Is this related to the governance changes that Paddle UK are in the process of making?

    No. Full members of Paddle Scotland are entitled to vote on Paddle UK’s proposed changes as Scottish members of Paddle UK.

COMPLETE THE SURVEY BOOK CONSULTATION ON 15 OCTOBER AT 1900 BOOK CONSULTATION ON 16 OCTOBER AT 1600

HIGHLIGHTED EVENTS

VIEW MORE
November 14, 2024
Paddle Scotland is proposing changes to Article 22 in our Articles of Association which will be voted on at a General Meeting on 27 November 2024.
November 1, 2024
Club Volunteer Conference: Supporting Volunteers in Clubs 25-27 April 2025 >> Bookings open Tuesday 5 November 2024 at 6pm <<
October 8, 2024
Scottish Women's Paddle Symposium (SWPS): 16-18 May 2025 at Glenmore Lodge, Aviemore
October 7, 2024
New course dates are now available to book for the British Canoeing Awarding Body Core Coach Training taking place online this autumn/winter.
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