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I have tried to anticipate the sorts of questions members may have in response to the proposal.  Some of these FAQs and the responses duplicate each other. That is because there may be a different emphasis for similar or overlapping questions. If you have any questions which are not addressed here, or if the answers are not clear or full enough, please get in touch.

Why is this necessary – can’t  we just keep the current system?

We see the proposal as a genuine opportunity to enhance the Club, helping it focus more fully on the member experience while simultaneously making it more resilient.

The proposal will allow people to play to their strengths. At present, those on the Executive Committee are directors whether they like it or not. If your main interest is how the Club is run, day to day, then the new Member’s Committee will allow you to get stuck in without taking on legal liability.  If you have skills and expertise that are more suited to managing risk, promoting stability, and you want to preserve the Club for future generations, the Board may be more your area.

The current ‘hybrid’ system is not sustainable – the Executive Committee’s remit is too broad to be carried out by a single set of volunteers. It is simply not possible to maintain an appropriate level of focus on the statutory responsibilities that one has as a director of a company and at the same time to discharge the obligations that reflect one’s role as a representative of members’ interests regarding their day-to-day use of the Club.

If we do not make a change now, at some point in the years ahead a serious issue may arise, which may perhaps have been avoidable (or less serious) if we had altered our governance structures as described in this proposal.

I am not happy to remain as Chairman and allow the Club to continue on the current path. It is a position I have come to feel personally uncomfortable with and I am not prepared to hand over responsibility to future generations on the current basis.

Will all the power and authority sit with the Board?

There will be an appropriate division/allocation of authority and responsibility between the Board and the Members Committee. The broad strokes of the division of labour are outlined in the summary (in some detail in fact). They are also looked at below in response to the question “What will the Board do?” . But in essence, the Board will be responsible for overall governance and risk management, having oversight for all areas of statutory obligation (things like health and safety, safeguarding, employment matters, financial conduct (accounting, taxation and solvency) and other macro-risk issues (our insurance program, the risk register, and the Club’s reputation – to the extent it may affect sustainable operations). The Members Committee will take charge of all aspects of the customer experience, working closely with the General Manager.  It will have a role that is very close to what, I believe, members presently think the Executive Committee does. Again, this is explored in some detail in the summary and is also looked at below in response to the question “What will the Members Committee do?”.

What will the Board do?

Directors are responsible for oversight of a wide range of issues at the Club, including:

• its financial stability
• its tax status and tax and financial compliance (e.g. preparation and filing of accounts, pensions compliance, PAYE and NIC compliance)
• the way it manages its staff and compliance with employment law
• how it discharges its obligations with regard to the health and safety of everyone on the site (staff, members, volunteers, visitors)
• its compliance with various other areas of the law (e.g. safeguarding and welfare, data protection)
• its handling of various risk management matters and processes (e.g. the risk register, risk assessments, insurance cover)
• commercial relationships and contracts
• how it deals with legal disputes and other contentious matters

Directors have a number of statutory obligations / duties and must oversee a range of responsibilities that flow from these.  Some examples are set out below.

It is important to bear in mind that it is not the responsibility of directors to do all of this work. They must ensure it gets done by someone appropriate. A great deal of that work is handled by the Club’s General Manager and her staff team (especially maintenance).  Other work is carried out by suppliers to the Club. Directors are accountable, however, if they do not exercise their oversight properly (to make sure it gets done) or if they delegate to someone who is not competent to carry out the task/role.

The Companies Act 2006

Directors must promote the success of the Club, exercise independent judgment, and exercise reasonable care, skill and diligence. In discharging these duties, directors will need to strike a balance between (A) the profitable running of the Club’s operations so that reinvestment can occur (safeguarding the future of the Club) and (B) promoting the wider objectives of the Club (e.g. accessibility, encouraging participation in snowsports, and outreach (e.g. our adaptive programme)).

This may involve taking decisions that are unprofitable overall but which align with and promote the interests of the members as a whole or a group of them. When considering what is most likely to promote the success of the Club, directors must have regard to a variety of factors noted in the Companies Act.

In exercising reasonable care, skill and diligence, a director is expected to display what would be expected of a diligent person with the following expertise: (A) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as you in relation to the Club (an objective standard) and (B) the general knowledge, skill and experience that the individual director actually possesses (a subjective standard). This is a double hurdle and sets quite a high bar.

Health and Safety at Work etc. Act 1974

• This sets out the basic health and safety duties of a company, its directors, managers and employees.
• It also acts as the framework for numerous other health and safety regulations (e.g. Management of Health and Safety at Work Regulations 1999, Reporting of Injuries Diseases and Dangerous Occurrences Regulations 2013, generally known as RIDDOR, and the Work at Height Regulations 2005 etc.). These (and others) are relevant to the Club.
• Its primary focus is on duties owed to workers, but it extends obligations to visitors (i.e. our members, volunteers and non-member guests).
• Directors must ensure risk assessments are carried out and maintained, and that safe systems and processes are followed. Various procedures and checks must be completed periodically.
• Breaches of health and safety law could result in prosecution under the Corporate Manslaughter and Corporate Homicide Act 2007.

Some key areas of physical risk for the Club are as follows:

• Clubhouse – Maintaining a safe environment for all staff, volunteers, members and guests: e.g. risks of slips and trips, fire risks, electrical safety, and compliance with required checks and maintenance.
• Carpark and playing field – potholes, ice, detritus that could pose a risk of injury.
• Slopes and associated areas (e.g. patio, storage huts, race hut, lift and travellators, tubing viewing platform etc.) – maintenance/replacement of the matting, storage, procedures for safe use of the assets and facilities (including how coaches, instructors and tubing supervisors carry out their roles), set up and oversight of freestyle features and sessions, ensuring the maintenance team works to sensible and safe standards, boot and ski fitting, safety briefings and directions given by instructors, coaches or tubing supervisors, keeping the slope clear of non-participants (spectators etc.).

Employment Rights Act 1996 and Equality Act 2010 (amongst others)

• The Club has numerous members of staff on different contracts and performing different roles.
• The Club must maintain and operate in line with lawful contracts and pursuant to appropriate policies and processes.
• The directors must also ensure that the Club treats people fairly and without discrimination.

UK GDPR and the Data Protection Act 2018

• The Club must handle personal data of staff, members, visitors and suppliers etc. in line with legal requirements and must handle requests, individuals’ other rights, and data breaches in line with the law also.
• There are specific obligations for policies and processes to be followed depending on the circumstances and types of data.

Other relevant areas of law

• Financial stability: the Insolvency Act 1986 (tests for solvency)
• Consumer law: Consumer Rights Act 2015
• Safeguarding: Safeguarding Vulnerable Groups Act 2006, Children Acts 1989 and 2004, the Care Act 2014 and the Sexual Offences Act 2003. This area of law can also be affected by data protection law.
• Environmental law (e.g. our use of water on the slope)

The Club will look to provide relevant training to the Board and to secure external advice in all relevant situations. 

What will the Members Committee do?

The Members Committee will be an extremely important and significant body within the Club. From the point of view of the majority of members, it will be the main reference point for ensuring accountability and that your voice is heard, consulting members, and feeding back regarding your experience and receiving your suggestions for things to continue, improve, change or stop. It will liaise closely with the Club’s General Manager and their team.

In essence, it will do everything the Executive Committee currently does, except items reserved to the Board. To put that in more concrete terms, it will have oversight of the following matters.

• The Instructors and Coaches Committee (ICC) (except with regard to health and safety matters)
• Bar and catering (except with regard to health and safety matters and pricing matters where there may be solvency/ongoing viability and sustainability issues)
• Maintenance and renewal of assets – matting replacement, lift maintenance, patio maintenance, all areas within the building (except with regard to health and safety and where expenditure is above certain predetermined thresholds)
• Volunteer and member complaints, conduct and disciplinary matters (except to the extent falling under the auspices of the ICC – most instructor and coach disciplinary matters).
• Organisation and coordination of events (races, freestyle competitions, Farmers Jam, Junior Club camp, Club Champs and the Night Slalom, quiz nights and other social events)
• Volunteers (except where volunteers are accountable to the ICC)
• The full range of issues relating to the member/customer experience

What will be the relationship between the Board and the Members Committee

In a large number of respects, the Members Committee will do much of what the Executive Committee currently does. Where decisions that it needs to take have implications that exceed its authority or are outside its remit (significant budgetary implications, health and safety implications etc.), it will escalate to the Board for input or approval etc.

It is expected the Board and Members Committee will need to liaise quite closely on some areas such as major asset maintenance and replacement (matting, lifts etc.) and on the Club’s bar and catering operations, since they are a core part of the member/customer experience but carry significant financial and other implications.

The Members Committee (and General Manager / staff) will have delegated authority from the Board to incur day to day expenses up to pre-agreed thresholds or within agreed parameters (e.g. ordinary course, recurring costs that may fluctuate monthly but which fall in line with the budget). Decisions that may have significant financial implications (even if contained in the budget) will require Board sign off (e.g. because the Club’s financial position may be materially different by the time the cost comes to be incurred than when the budget was initially set).

This is, in reality, little different from our current governance set up where the Operations Committee or the Finance Committee will often have substantive discussions about key matters before raising them at the Executive Committee.

Why won’t members get a vote on Board composition?

I appreciate that, for some, their first instinct may be that this seems undemocratic and disenfranchising to members.  That is absolutely not the intention and not the effect of the proposal. The points in my cover email make clear that we have tried to anticipate members’ concerns in this regard and to include safeguards to prevent (without wishing to sound melodramatic) abuse of power.

So why should the Board not be elected by the members?

It would not be a sustainable governance framework to have a Board that is elected annually by the membership. The Club is a much more mature, substantial and variegated organisation than when it began (almost 60 years ago). It consistently turns over around £1 million. The legal and regulatory landscape has also evolved hugely, becoming far more complex (see, for example, “What will the Board do?”).

We have retained the old language of “Executive Committee”, which would have been suitable when the Club was just that and nothing more (i.e. an unincorporated association).  But since it became a company (in 1984), the group of people who make up the Executive Committee has also been a board of directors.  By not calling it that, we risk under-estimating the responsibility of the role and placing those who step forward at risk. That is also a disservice to the Club.

The Club needs mechanisms that deliver consistency without sacrificing accountability. No business of a comparable size would operate with a board of 12 people, much less one where the directors are elected annually by a membership of over 2,000.

Our current structure is far from ideal. It has not moved with the times. It must evolve to reflect the Club’s changed stature and scale, and the increased burden and complexity of compliance. It is not realistic or reasonable to expect people to take on the statutory duties and legal responsibilities associated with being a director of the Club on the present basis.

You say the Board will pick its own members – what if they’re no good or not trustworthy?

As a check and balance on the possibility (although I consider it to be relatively unlikely) of a Board becoming consumed by its own interests and agenda or taken over by a particular interest group etc, it is proposed that changes to the Board must be approved by 50% or more of the members attending the next AGM otherwise they will be invalid. That essentially gives members a veto. This will be hardwired into the articles (the Club’s constitution), which can only be amended by a vote of the membership.

To avoid the Board thereby being reduced in number so that it cannot discharge its duties (which may also risk the resignation of the remaining members for fear of overwork / lack of support), the articles will also provide that the Board can fill those vacancies with the agreement of a majority of the Members Committee.

The articles will include enhanced provisions dealing with conflicts of interest and will also list some actions / decisions that the Board is prohibited from taking without the prior approval of the Members Committee or, in some cases, at a members’ general meeting.

Taken as a whole, we believe these positions will limit, so far as one reasonably can, the potential for the Board to act outside the interests of the members. It will create a more rigorous set of controls, in fact, than presently exist in relation to the Executive Committee.

Will Board members be volunteers too?

Yes, unless the Club determines otherwise, these should be unremunerated positions.

Reasonable expenses will be covered but those would likely only arise where a member of the Board is expressly requested to carry out an activity on Club business – such as attending a business meeting that involves personal cost (e.g. unusual travel, overnight stay). In essence, our current expectation is that the position of the Board will reflect the position of the current Executive Committee in this regard.

Can the same person be on the Board and on the Members Committee?

Since the objective of this two-tier structure is to alleviate the excessive burden placed on individuals who must, implicitly, wear two hats (statutory director and representative of members’ interests), it is envisaged that there will be a prohibition on anyone being a member of both bodies. However, representatives of each will be invited to attend meetings of the other on a regular or ad hoc basis.

It is possible that a person may have sufficient time to devote to the Club that they can readily take on the greater responsibility of being on the Board and on the Members Committee. It is under consideration that this might be acceptable if both those bodies approve the role.

Who does the Instructors and Coaches Committee (ICC) report to?

In the majority of cases, the ICC will be accountable to the Members Committee.

The ICC’s primary purpose is to provide guidance, oversight, and subject matter expertise for all aspects of instructor and coach activity. This includes things like.

• Safety, standards and processes – e.g. SOPs / remits etc.
• Instructor/coach training and progression
• Instructor/coach representation and management (including resolving complaints and disputes)

In practical terms, a large part of its role relates to the customer experience – lesson coordination, session management, timetabling, resourcing etc. Therefore, the Members Committee is the logical escalation point in most cases. However, to the extent that the ICC is also the guardian of SOPs, which have a safety implication, it will also be accountable to the Board in that respect.

Most disciplinary matters that are escalated by the ICC will be referred to the Members Committee. It is not thought necessary for the Board to become involved with disciplinary matters unless they are expected to have pose a significant risk to the Club (e.g. in terms of legal liability or reputational harm).