05 2月 Handforth Parish Council – The meeting that you couldn’t make up
Handforth Parish Council (HPC) have recently gone viral with a recording of their Zoom meeting. It shows the challenges of running a proper meeting, whether it’s many millions of pounds at stake or local planning issues.
Often, feelings are strongest the smaller the organisation. Resident Management Companies can lead to some very tough exchanges. These meetings are not normally recorded though.
We applaud HPC for their commitment to transparency by releasing the video of the meeting that took place in December 2020. They were under no obligation to do so (as far as we are aware) but still took the decision at the end of the meeting to do so.
So, given this act of openness we thought it would be wise to take some governance learnings.
Code of Conduct
As will come as no surprise to anyone who has watched the video, many of the Councillors need to consider their behaviour. There were accusations of bullying and harassment which, seemed to have foundation.
HPC have a formal Code of Conduct published online for all to read. It’s 10 pages long and fairly clear, which is great. However, there’s no use in having a Code of Conduct if the members don’t believe in it. The Council needs to ensure councillors are properly trained and understand the Code of Conduct.
We’ve trained numerous boards on their responsibilities and conduct. It’s important and it can help, but there has to be buy in and it has to be led from the top.
Exclusion from the meeting
Jackie Weaver, the Clerk (we think) kicked the Chair and the Vice Chair out of the meeting, as well as potentially some others (we lost track). Whilst we admire the power of Zoom to do this at a click of a button (imagine the issues if it was an in-person meeting); did she have the power to do this?
Standing Order 10A (yes, we’ve read these too) allows someone to be silenced or excluded from the meeting for behaving offensively or improperly. However, to do this, there needs to be a decision by the Chair that there has been disorderly conduct and then a resolution of the meeting needs to be passed to exclude the person. This didn’t happen, the Clerk simply used the power of technology to exclude them because she didn’t agree with their behaviour, rightfully or wrongfully. Unfortunately, the Clerk didn’t have this power and it definitely doesn’t seem right that the Clerk (who isn’t a councillor as far as we’re aware) did this.
Ms Weaver, told BBC Radio 4’s Woman’s Hour, ‘Of that meeting I’m not actually sure who was in charge’ but the Chair, has been sticking to his view that he is the only person with the power to eject councillors. Also not true in our view.
In any event, as it was the Chair that was accused of disorderly conduct, we’re not quite sure how this would come to pass. The Standing Orders don’t seem to consider it possible that the Chair could act improperly.
Who was the Clerk?
A surprisingly tricky question which took up quite a bit of discussion at the meeting. As Company Secretaries ourselves, we too feel this is an important question.
Ms Weaver was asked whether she was attending as the Clerk or the Proper Officer. She was told it couldn’t be both, but she disagreed. Here we most definitely agree with Ms Weaver.
Standing Order 3A states that the Council’s Proper Officer shall be the Clerk (or another appointed person). They are meant to be the same person.
It gets better though. The Chair put his Zoom name as ‘Handforth PC Clerk’ and, apparently, sent an email appointing himself as Clerk. The Clerk is the equivalent of the company secretary of HPC, so the Council should be able to change the Clerk (we can’t actually see this in the Standing Orders) but no one can simply appoint themselves as Clerk.
Ms Weaver felt you couldn’t stop anyone using the name though and asked to be called Britney Spears going forward. In our view she should have stuck to her guns more. The role of Clerk/Company Secretary is an important one as this meeting shows.
Could they replace the Chair?
There was clearly an issue between the Chair (plus potentially the Vice-Chair) and some of the other Councillors. It was so serious it led to the Chair and the Vice-Chair being kicked out of the meeting.
Often in companies, the board can elect a new Chair if they lose faith in them, but is that the case here?
Standing Order 2E & 2F states that the election of the Chair and Vice -Chair of the Council shall be done at the annual meeting of the Council and they shall serve until the next annual meeting of the Council (there is a typo in the Standing Order but we think this is what it means). The only exception is if they resign or are disqualified.
We have no idea how you could be disqualified, and resignation seems unlikely, so it looks like HPC were stuck with the current Chair until the next annual meeting of the Council.
The list goes on
This meeting of the Planning & Environmental Committee of HPC and the issues set out above seem to be just the tip of the iceberg. There are numerous references to historical issues and one of the Councillors for the West Ward seems to have lost their post for not attending meetings for 6 months, even though there weren’t meetings for most of this period.
In our experience, the issues at the surface of a meeting are rarely the real issues. Rather they are proxies for bigger underlying issues between the members. Until the Council gets the underlying issues resolved and builds some respect and tolerance between its Councillors, we suspect they are going to continue to struggle. We wish them all the best and we are here to help if they need it.
Elemental Cosec is an integrated professional services firm offering joined up support across governance, compliance, and accounting. Elemental partners with boards, law firms and in-house legal and accounting teams. We have represented over 1,600 clients from over 100 countries, including a number of listed companies and national not-for-profit organisations. To find out more about our company secretarial services, visit our services page or please 请联系我们。.