Carpetbag it?

A snowHead

Has anyone attempted to value the Ski Club’s businesses? Is carpetbagging likely to be worth the effort? Or is it best to leave the thing to wither and die on its own?

A snowHead

Jonny Jones, you obviously have a sense of humour so I'll respond in a similar vein.

Firstly, the only carpet business the Ski Club of Great Britain is involved with is white, very very long, and (in a good winter) wall-to-wall. Carpet-fitting is undertaken by God, and the quality of underlay varies a lot.

As for the membership body of thousands of skiers who own that carpet business I'm not sure that it's up for sale, theft, merger, dissolution or anything else. It's here to provide the things it was founded for.

If you're proposing a revolution, remember that those who might want to be part of it would wish the Club to do the things it was founded for, and probably not flog the assets (primarily a freehold office building in Wimbledon) simply to line their pockets.

Let's be a bit mature, positive, creative and historically conscious about this. Skiers probably need representative bodies (ones that represent them and their interests) and the assets of the Ski Club might as well be put to very positive use in improving people's ski holidays. It would be shame to see the place simply bagged by a few opportunists.

So I wouldn't be a carpetbagger. But if you're proposing to join the Club to improve it I'm all ears. You could really 'win friends and influence people'.

Well, the person's real but it's just a made up name, see?

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I'm not sure that I really want to carpetbag the SCGB, even though the RAC members did pretty well out of their demutualisation. Life's too short to take up every business opportunity that presents itself.

But I'm not sure why the SCGB exists, given that it no longer has a formal role in governing the sport. Sure, many people are passionate about their skiing, but I’m pretty passionate about my food and I haven’t yet had the urge to form the South Wales Laver Bread Appreciation Society.

Mutual organisations have prettty much disappeared from Britain's commercial life. Why does skiing provide a shrine for this relic of a socialist era?

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Jonny Jones, I genuinely wish I could direct you to a worthwhile history of the Ski Club on the internet but there isn't one. It's important to note:

It wasn't founded to be the governing body of the sport. It was a group of ski enthusiasts in 1903 who simply got together so they could discuss the activity, arrange trips together and (a couple of years later) publish a yearbook which was the forerunner (in a way) of every ski magazine (and website) that has followed since.

Your other comments are very interesting and warrant discussion. The last sentence may require verification. Edwardian Britain, unless I'm mistaken, was not a "socialist era". I think you're thinking of the years post-1945, and the introduction of the National Ski Service by Aneurin Bevan (but don't quote me on that).

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After all it is free

Jonny Jones, the Ski Club has certainly come in for a bit of handbagging around here but you are proposing "carpetbagging".

My understanding of this is what happened with some building societies. Outsiders made minimum savings deposits, became members, and then voted for the societies to de-mutualise. They made a very easy profit out of this - free money, in effect.

Is that the kind of thing you're talking about? Ultimately, if the Club diminished in membership through lack of interest it might be dissolved by the remaining members who would split the assets. I think this has happened with some cricket clubs which have folded up and sold their land. But it seems a very negative thing to do, unless there's a feeling that the founding objectives of the Club are now obsolete.

But you seem to be suggesting some sort of opportunistic invasion and asset-stripping of the Club. What is the objective of this? To make a bit of easy money?

I don't think that the Nationwide Building Soc would consider itself a "minnow" or unsuccessful, but then what do I know about commerce - I bought technology shares 3 years ago. In any event Jonny, if you are truly an "Outsider" what do you care about why the Club exists? Is its continued existence troubling you in some way? If you think that "All of these things are available from the corporate sector and the evidence seems to be that most skiers find the commercial alternatives more appealing" then I don't see that you have a problem. Am I missing something here?

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I believe that organisations like SKGB belong to a bygone age; the club could best serve the skiing community by adopting a modern corporate structure. If some people make cash out of that process, so be it. I won't myself - I can't be bothered.

Look at the club's objectives:

1. Sharing information. We're no longer in the Edwardian era: Snowheads exists, as do skiing guide books, resort web sites, ski magazines and travel brochures. What's so special about the Ski Club's information? It's not even unbiased, if I properly understand the commercial rationale behind the discussion forum closure.

2. Encouraging people to ski. Does anyone know anyone who was encouraged to ski by SCGB? Tour operators, resorts, the media, fellow skiing enthusiasts: these encourage people to ski - their survival depends on it.

3. Having a great time skiing together. Most people ski with their mates; if you're short of people to ski with, take a chalet holiday. If you're an expert, pay the extra for a properly qualified guide rather than a dodgy ski-club rep.

In each case, SCGB is faced with commercial alternatives that are at least as attractive as its offerings but which don't require payment of a membership fee. 100 years on, SCGB's raison d'etre has been taken away. The viable parts of its business should be sold off to commercial operators who'll nurture them properly. The club should then be dissolved; it's an outdated anachronism.

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brian

British Gas running the Ski Club is a definite no-no. They'd find any excuse for digging up the piste and installing those yellow pipes.

To the various carpetbaggers here assembled: get your greedy mitts off my Ski Club. The Club is here to do what it did in 1903: primarily to be an independent publisher - be it in print or electronics - and to be the pre-eminent source of wisdom, information and discussion on skiing, strictly free of commercial influence.

It also has a role to represent and unite skiers from all over the UK, and assist them in experiencing the best in skiing.

As soon as these principles are re-established, with a popular membership price, the Club will grow again and be recommended by word of mouth and word of email. It seems a pity to squander all the heritage, assets and infrastructure just for a few people to 'cash in'.

It's simply a question of mobilising the resources to greater effect, for a greater number of people.

You know it makes sense.

As of late the SCGB seems to have lost its raison d'etre and now seems more interested in commercial activity than catering for the interests of its membership. It has cocooned itself from change by the operation of the silly 15% rule whereby its requires 15% of the whole membership to put forward a resolution, thereby making it practically impossible to effect change. By its trecent actions it has demonstrated its worst excesses that give an idea of the mentality of the people who run it. Arrogance seems to be the predominent characteristic. Witness the point blank refusal to publish or make available to members the legal advice on the closing of the MO forum. Its refusal to publish minutes of meeting or to be accountable to its membership. In an age of internet technology and a more meriocratic ( sp? ) society such attitudes are passe. It is difficuly, in the light of the 15% rule, to see how things will change for the better, as power will continue to to be in the hands of the few who will continue to control the agenda. Change would require a major change in the composition of the Council membership. Ideas like inclusivenes , openness and democracy would need to re-introduced with a return to the original ethos of the club to serve its membership as its primary aim and build its decimated membership. Yes its membership has gone up by 3% last year, but 3% is a small ambition compared with the total number of people engaged in snowsports in this country. Perhaps there is a hidden agenda of keeping the Club small and inclusive?

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hibernia, just a point of detail. I think U will find that the "15%" rule U refer to is actually a "5%" rule. Of course, it's purely academic since whether one needs 1000 or 3000 names to have a say, there's little chance either way of getting in contact with that many members other than via the club's own mailing list.

Just thought I'd mention it before anyone in particular decides to spark up on the grounds that such an error invalidates every other point made in the thread Wink

A snowHead

The Ski Club is stuck with the 5% rule because it forms part of company law.

A snowHead

Could one of our resident m'learned friends quote from the relevant statute? If a company has 20 shareholders does that mean that 1 shareholder can table a resolution?

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hibernia, you seem to understand my point exactly. The mutual nature of the Ski Club's ownership structure, far from protecting the members' interests, actually protects the elite who run the club. Profit-hungry PLCs don't sound quite so cuddly, but they do know a thing or two about dealing with middle managers who are out of touch with their customers. It's interesting that this forum contains much more criticism of the Ski Club than it does of other businesses such as easyjet, Iglu and the resort operators, all of which provide essential services to skiers.

It's quite possible that the Club's management does see an opportunity in building up a business to sell on to a commercial organisation. If so, as you suggest, they will have some interest in keeping the club's membership small and inclusive so that the surplus is spread less widely. Note that, except in hostile takeovers, it's very unusual for the management of the selling organisation to do badly out of any sale agreement.

But, as I've said already, I'm an outsider; I simply want to see the best possible range of services available to me as a skier. The Ski Club would be much more likely to appeal to me if it were a truly commercial organisation rather than a club.

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I believe that much greater transparency and accountability would address the problems being vented here. I certainly wouldn't want the Ski Club being run by suits from the 13th floor of Canary Wharf.

Of course our Club should be highly astute in understanding the ski population and responding to its needs. It was that way inclined in its first 50 years, and I can't see any inherent reason why it shouldn't be that way inclined in the future.

So long as our Club's key performance indicators are defined, with a comprehensive annual review against its targets, along with a researched and highly creative strategy, it will succeed. Just like the BBC, which I'd say is the model of many great things in this country.

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Thanks, Ray Zorro. That web site's given me inspiration for eating laver in all sorts of new ways.

The trouble is that, if some other contributors are to be believed, 'Live and let live' may one day be a particularly inappropriate expression for some unfortunates who go off-piste with an undertrained Ski Club rep, thinking that the Club has the same attitude to training and safety as the corporate sector.

After all it is free

Gerry - Where in the Companies Act does it mention that you need 5%?. I always thought that the internal rules of a company are determined by the directors by resolution and can also be changed by resolution. This can be even if such a rule has been included in the company's articles of association ( which I have not seen ). Please let us have your reply on this.

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Hibernia, you're right, the articles of association will determine what % of votes are required. I rather suspect that this is something that the Ski Club have mandated for themselves and which has nothing to do with company law - how could it when they are not a company?

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David@traxvax, A point of clarification. Although I don't have the M&A document to hand I think you'll find that the Club is now a company limited by guarantee, and has been for about 3 years. The document is accessible within the members' section of the Ski Club site, as I recall.

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David, then in that case, Jonny's point that this is an undervalued business is extremely pertinent. I had always thought that the SCGB is a club, with all that that entails, not that it is a company. If that is the case then an entirely different set of rules regarding corporate governance come into play. Why shouldn't they be subject to the same pressures as any corporate entity.

hibernia, it is in the Companies Act - 5% of shareholders (members) is a requirement under the Act. I didn't read it myself, but a trusted source enlightened me as to this fact.

David@traxvax, the Ski Club is a not for profit club. It is limited by guarantee and bound by the Companies Act.

You know it makes sense.

This information from Companies House may be correct for the Ski Club, but I don't know. Can someone clarify?

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David Goldsmith, as I read it that information is correct for the SCGB, it would also indicate that it will never again be possible for an ordinary member of the club to propose a motion due to that 5% rule , even if the proposer of a motion wishes the club to poll its members which as I read it they can, the club can ask that the proposer pays the bill, a mailshot for 20,000 members is going to cost at least £6,000 in postage and materials alone

A snowHead

DGO - If that is the case then so the worse.

I should think that issues can still be raised at the AGM in the questions and answers section at the end. Although not a resolution it may bring issues to the attention of new Council members, who may not be aware of them up to now.

Seriously I think that new Council aspirants should have a manifesto setting out their vision of what they see as the future of the club. I wonder how many of the nominees have interests in promoting the club through the new technologies and how they would see it developing and in particular in attracting younger members. Perhaps each nominee should speak for 5 minutes at the AGM setting out their visions and squarely adressing some of the recent criticisms of the club.

The Club is not transparent in its interaction with its membership, and a culture of secrecy seems to prevail. Its needs to do a fundemental review of its operations, and serioussly question what it really is. If that means ditching some of its corporate sponsors, then so be it!. I believe that the closing of the forum to have been a knee-jerk response to a potential adverse reaction from such corporte sponsors to negative " spin" on its web-site. But that is my opinion only!

A snowHead

I'm no expert on company law, even though I many years ago wasted a great deal of time purportedly learning about it. But I would have thought that, if the authors of the Articles of Association had felt it appropriate, a much lower percentage could have been adopted. Even now, if it wanted to be truly open, the Club could easily agree as a matter of policy to notify all members of proposed motions without charge - subject to, say 100 backers - when the notice of the AGM is sent out. Clearly, accountability is not a high priority.

Perhaps an equally pertinent question, given that the Club is now a company limited by guarantee, is who the members actually are. Are all members equal or do some have additional rights? Does payment of a membership fee actually make a person a part-owner of the Club? Remember the RAC - that had two classes of membership when it demutualised, and the lucky few who had the higher level of rights received extremely large sums of money whilst the others received peanuts.

Another issue that would concern me if I were a member would be the policy on proxy votes. In a typical AGM, does the Chairman carry enough proxies to wipe out the rest of the room?

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Jonny Jones, I've been wondering about that last issue for some time, given the normal system I would suggest thatr the answer is probably yes Mad

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Fewer than 50 members attended the 2003 AGM. There seems to be more interest this year. As far as proxies are concerned, past minutes would have to be checked but I can't recall the figure being revealed.

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I would doubt if the SCGB is bound by that 5% - up to a point a private company can modify this sort of thing as much as it wants. The SCGB chose to be limited by the 5% and I doubt if we shall ever know whether this was by design, by accident or through an inability to realise the consequences.

Making a member club or association into a company limited by guarantee is an extremely common device for limiting liability in these days of uncontrolled litigation. Other alternatives are trusts or friendly societies. Most governing bodies of sport are such companies as are many, many sports clubs.

If someone has been bright when the Articles of Association were being drafted, there will be an article which prevents distribution of the assets on winding up to any other type of organisation which does not share similar objects in the memorandum certainly not to any carpet baggers.

The structure of the SCGB is also probably designed to make it VAT exempt which would give it an edge over a commercial company.

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That's broadly correct, u brain, though I've always found that there are those with influence or command at the Club who have strong independent minds and welcome constructive criticism. They've never told me to "shut up and go ski", but others (the 'orthodox'?) have told me much worse!

A good example of the former type was the Club's recent president, Alan Blackshaw, who conducted AGM's with an enthusiasm for discussion and debate.

The bottom line is that the Club is controlled by its members. Like any membership body, democratic movement or nation, things can go a bit haywire if people don't vote. As you suggest, the important thing is for Council members to be a representative (that word again) group of people in relation to the membership.

I think a lot of this comes down to people choosing to follow a doctrine (which is not what the Ski Club should be) or not following a doctrine. And if the world starts spinning in a different way it's best not to counter-spin.

Help!!

Carpetbag it?

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