As you are now aware, the recent incorporation of WSDC as a not-for-profit company necessitates that the Council meeting at the championship in Washington takes the form of an inaugural AGM. At that AGM the three founding Directors, Andrea Coomber (former Australian coach), Michael Birshan (former England team member and coach) and Yuri Romanenkov (former Lithuanian team member) will have to retire (though they are also able to stand for re-election). The full complement of Directors our company rules allow is nine, so we hope for at least that many candidates for the position to have put themselves forward by the time we have to circulate the list to our members, on Friday 5 September (also the first day of the tournament).
Any individual over the age of 18 may be a Director, unless:
· they have been disqualified from acting as a company director (unless the court has given them permission to act for a particular company);
· they are an undischarged bankrupt (unless they have been given permission by the court to act for a particular company);
· they have been disqualified from acting as a trustee by virtue of section 72 of the Charities Act 1993 (essentially the above, plus having been convicted of an offence involving dishonesty or deception, or having been previously removed from the office of trustee by the Charity Commissioners).
Please note that otherwise, Directors may be of any nationality and of any age, need not be members of the company (i.e. need not be a country's delegate to World Council) and may be resident anywhere in the world. They may also simultaneously hold any other position in the company (such as Executive Committee membership).
Directors have a duty in law to manage the company (its finances, activities, staff, assets, etc.) for the pursuance of its objects. There is a complete list of the legal duties members owe to a company, and an outline of the consequences of failing to fulfil them, at section 170 of the Companies Act 2006 (http://www.opsi.gov.uk/ACTS/acts2006/pdf/ukpga_20060046_en.pdf).
Directors are expected to be available to take part in the discussions of the Board (which may take place electronically, by email or conference call) regularly, and may be removed if they fail to do so, without permission, for a period of more than six months.
The role of Directors in WSDC Ltd. specifically
The new company we have formed will consist, when it is fully up and running, of four bodies. It is perhaps easiest to see what the Directors are expected to do by examining briefly all four.
1. The Council, which consists of all the voting membership of the company, approves changes to the rules and elects Directors. It also elects the Executive Committee.
2. The Directors manage the finances and legal responsibilities of the company and provide general direction and overall leadership. They ensure that the articles of association and rules are properly followed, that obligations to Companies House and other regulatory bodies are fulfilled, and that members are allocated to the correct class. They take responsibility for the actions of the company and the use of its brand and assets. They appoint (and at least one of their number must sit on) the Development Board.
3. The Development Board is a subcommittee of Directors and other appointed persons who undertake to build a relationship between WSDC and its alumni, approach sponsors and explore other avenues for funding, and generally seek to expand the resources available to the company.
4. The Executive Committee must, uniquely, all be re-elected every year, and individuals must be present at a tournament to stand for election. They will represent the interests of the membership as they relate to the running of debating and debate-related activities at specific championships, by assisting with the interpretation of rules for the championships, examining possible changes to those rules, etc. They may, eventually and when the correct legal and insurance framework is in place, provide advice to Hosts, convenors, and chief adjudicators.
How to stand
Normally candidates for Director would be nominated by a voting member of the company. There is also a provision for Directors to recommend candidates for election. As, currently, our only members are those three founding Directors, they have agreed to recommend for election anyone fulfilling the criteria who puts themselves forward. If, therefore, you wish to stand for election as a Director of the new company WSDC Ltd., send an email by 3 September to email@example.com containing the following information required by Companies House:
a) name and any former name;
b) a service address;
c) the country or state (or part of the United Kingdom) in which usually resident;
e) business occupation (if any);
f) date of birth.
All this, I know, sounds rather daunting, but of course it is only right to let people know what they are in for. In fact being a Director needn’t be too heavy a burden, especially in comparison to the amount of effort that so many members of our community already put into supporting the championships and debate worldwide. We do need Directors, so I know that candidacies will be gratefully received and you will be doing the Council a great favour by giving them luxury of being able to choose between people so keen to contribute to this new enterprise.
I look forward to reading a long list of candidate names on 3 September!
James Probert (chair, incorporation working group).