Comments on Conversion to CLG Proposal

We have received comments from the following people:

Stephen Bashforth
Tim Hunt
Neil Sandford
Francis Roads
Gerry Gavigan (first set of comments)
Gerry Gavigan (second set of comments)
Simon Butler
Matt Marsh (first set of comments)
Gerry Gavigan (third set of comments)
Alex Rix
Gerry Gavigan (fourth set of comments)
Alex Rix (second set of comments)
Matt Marsh (second set of comments)

Comments from Stephen Bashforth (with our response in italics)

I support the idea that BGA moves to be a legal entity. My experience with Phoenix Saxophone Orchestra Limited (and I recognise it is a much smaller scale) is that the costs of having formal accounts prepared, annual filing and confirmation, paying tax on profits and bank charges were significant.

The BGA already produces audited accounts, albeit that the current auditor (who is appointed by the members at the AGM) does not have any formal audit qualifications. As the BGA is an unincorporated association, the law does not care if the accounts are audited, and there is no applicable law about who can sign off the audit opinion, what the opinion says, or the standards the auditor works to.

BGA CLG will only be required to have an audit if it:

exceeds certain numerical threshholds (which it won’t unless it dramatically increases in size), or
if the members require it.

However if the accounts are required to be audited, we will need somebody who is a registered Auditor, and they have to audit to applicable audit standards.

Provided these accounts are acceptable to the Members, the relatively small size of the BGA means that they will be acceptable to Companies House. The cost of filing and confirmation is trivial (£13 + 1 hour max.)

Tax is not affected: neither should bank charges be (we already pay around £60/year).

Because of BGA’s size and turnover those charges may be acceptable - though it may be worth going over with the membership why converting to a CIO was discounted.

We dismissed becoming a CIO (Charitable Incorporated Organisation) for the reasons outlined in Section 5 of the Consultation Paper. Please let me know if you feel that further explanation is required.

The note sent though by Jil Segerman mentioned the need for dealing with persistent offenders. That’s fair.

What I have not seen mention is addressing things like safeguarding - tournaments involve “vulnerable” people - children and a sector of vulnerable adults.

We agree that Safeguarding is important, but it is not an issue for Conversion. We already have Safeguarding Policies and this will not be changed on conversion.

I feel BGA should have (if it has not already got) a safeguarding policy that is appended to all tournament application forms - so every one knows their responsibility to proctor the vulnerable and knows how to rise any unsafe behaviour.

I will read more of the links in Jil’s email - one thing that should be openly visible is what happens to profits and is there any distribution of profits to Directors?

No distribution of profits to Directors. See Articles 5 and 23

As a CIO such eventuality would not arise - but it does a a limited company.(sic)

The BGA has a sizeable committee and set of identified helpers - out of all those who become a directors? And does the BGA become an employer where some current helpers become employees?

Initially Council Members will be the Directors. But ultimately the choice as to who (and how many) become Directors will be up to the Membership.

On conversion the relationship between the BGA and its volunteers will not change: there is no intention for the BGA to become an employer (although there is nothing to preclude the BGA becoming an employer in the fullness of time).

Comments from Tim Hunt

Hi Toby. Some initial reactions.

I am broadly supportive of everything proposed in principle, and, indeed, in the vast majority of the substance. Clearly a lot of hard work has gone into this, for while I am very grateful. Please pass this on to those involved, when the opportunity arises. I hope the following points may help you to further improve the proposals before the AGM.

Dealing with Breaches of the Code of Conduct

The £10 fee might be a applicable to English Chess, but strikes me as very strange in the context of the BGA. Do you really think you will start getting an unmanageable number of complaints? I would cross that bridge if you ever came to it.

This fee was a matter of considerable debate in the Committee, and it was a close call as to whether to have it or not. Following your feedback what we now propose is that we leave it in the Code of Conduct, but plan not to implement it for the first 12 months. We will introduce it should the number of unreasonable complaints become large. Failing that at the end of the first year we can decide whether we want to remove it permanently.

Perhaps a recognised informal step in the process, without fee, before the formal “submit a case to the Disputes Panel” is a way to handle this?

We dislike the idea of making an informal step a documented part of the process. In reality all Council members are open and available for people to approach before submitting a complaint, should they wish.

Proposed Code of Conduct for BGA Members and Officials

If it was me, I would put the “Standards of Conduct for Members” and “Tournament Etiquette” first. They are relevant to many more people.

Good point – we will make this change.

“Standards of Written Communications and Use of Social Media”: are these for everyone, or just officials? I find it ambiguous. (My deduction is that it is officials acting in their official capacity, or anyone communicating through BGA channels. I should not have to deduce, and the scope should be the first thing in the section).

These are of course for everyone. We will reword this to remove the ambiguity.

Since it (seems to) cover general user of BGA forums, it is inconsistent to say “everything in section 2 applies”.

Thank you. We will review this when we reword the section.

“Make any verbal or written (in the case of online) comment to your opponent whilst it is their move”: in an online game, it is perfectly acceptable for white to type “Have a nice game” while black is selecting his first move. I get the point you are trying to make here, but is there a more realistic and less draconian way to word it? In a face-to-face setting, with this rule in force, what should I do if my opponent asks me “did that stone get knocked?” Of course I would reply.

We take the point and will look to improve the wording of this, though getting it correct for all contexts is difficult. For example, would you still reply if you had 5 seconds left on your clock?

Articles

The articles appear to be particularly good and thorough. Thank you for the comparison document.

It would be helpful to know if the intention is to take out directors’ liability insurance. (I am on the board of the management company which owns my block of flats. We certainly have it. It is not hugely expensive.)

There are currently a mix of opinions in the Council about this, with some for having it and some not seeing the need, so it is difficult to say with certainty what the end position will be. It is worth noting however that we believe a Director of a CLG already has more protection than does an individual member of Council.

Comments from Neil Sandford

Articles

Article 7 has strayed a long way from its original form as Clause 56 in the constitution, and has trebled in size. Whereas the original Clause 56 simply said (when split into sub-clauses):

56 Upon the winding-up or dissolution of the Association if, after the satisfaction of all debts and liabilities, there remains any property whatsoever

that property shall be donated to another non- profit organisation with similar aims, or, if that is not possible,
to some charitable body.

Nothing shall be paid out or distributed to the Association’s members.

We now have: If upon the winding up or dissolution of the Association (is there an ‘otherwise’ somewhere? If not, there is no need to make the whole Article conditional on any property remaining) there remains, after the satisfaction of all its debts and liabilities, any property whatsoever (back in sync by returning the ‘if’ to its original place) the same shall not be paid to or distributed among the members This is the subject of the new Art 5 “Application of income and prohibition of distributions to members”. Avoid repetition – here and below but [the only effect of this seems to be to keep the clause from teminating. Use a full stop instead.] shall be given or transferred (why use three words when one was enough – shall be ‘donated’. Especially since ‘or’ implies choice] to some other why use three words when one was enough – ‘another’. Especially since ‘some’ implies choice.] non-profit organisation or organisations having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Association by these articles, I cannot imagine the BGA directors accepting a donation from a third party with strings attached. What happens if the It doesn’t seem particularly good practice and it is presumably unenforceable.] such organisation or organisations to be determined by the members at or before the time of dissolution (I can see the logic of requiring agreement from the potential recipient but not if it means being unable to undo a prior arrangement between, say BGA CLG and LGC] and so far as effect cannot be given to such provision, then to another body [ I do not understand this at all.] the objects of which are the promotion of charity and anything incidental or conducive thereto. [ so, why not simply keep ‘charitable body?]

Thank you for bringing this up. With two exceptions, the components of the new Article 7 match closely to the four components of Clause 56 in the existing Constitution:

The description of the property in question

The fact that it is not to be distributed to the members

The fact that it is to be donated to another organisation which is nonprofit and has similar aims to the BGA

If no suitable organisation can be found, it should be donated to charity

The two additional components are:

The BGA members should decide which organisation the property is donated to. This isn't in the current Constitution, but is a sensible addition to give greater control to the members.

The organisation that receives the property should have a similar clause about distributing their property. Otherwise, the BGA could donate it to another organisation who immediately paid it out to their own members, which would be against the spirit of the clause.

Both of these should really have been in the existing Constitution - they are an addition, but a positive one.

To answer your question about the membership having the power to decide the recipient organisation: there is no prior arrangement for where any property would go if the BGA were to cease to exist, so giving the BGA members the right to decide where it will be donated will not cause any issues on that front.

You're correct, though, that this article is very long winded - and so based on your comments we've split it up into its component parts to make it easier to parse. The new text will be:

'If - after the satisfaction of all its debts and liabilities - there remains any property whatsoever upon the winding up or dissolution of the Association, that property shall not be paid to or distributed amongst the members. Instead, it shall be given or transferred to some other non-profit organisation (or organisations) with similar objects to those of the Association, which prohibits the distribution of its income and property to at least the same extent as the Association. The recipient organisation (or organisations) shall be determined by the members of the Association at or before the time of dissolution. If no organisations can be found that fulfil these requirements, the property shall be given or transferred to a body whose objects are the promotion of charity and anything incidental or conducive thereto.'

Hopefully, in any case, this article will never need to be put into practice!

Arts 14-16 may delegate to that person such of their powers + as they think desirable.’ [Art 15 – truncated]

Thank you for spotting this - Article 15 should indeed say 'may delegate to that person such of their powers as they think desirable', to match Articles 14 and 16. We will update the Articles to fix this.This omission also identified by Gerry Gavigan.

Art 17c – Company Act provides for majority and unanimous decisions. That is, nem con decisions are either covered by Art 17b (and therefore do not need to be specified separately) or are invalid and therefore do not need to be specified separately.

The inclusion of Article 17c allows for decision making when outside a meeting of the directors, such as when discussing something by email, where not all directors have replied.

17a covers decisions taken during a meeting where at least half of the directors agree. 17b covers decisions taken during or outside meetings where every director agrees. 17c covers situations where (for example) a director suggests a course of action by email to the other directors, but after several days - although most other directors have replied to say that they're happy for them to act on their suggestion - one director hasn't responded.

If they disagreed, they could reply to say that they do not want this course of action - in that circumstance there would need to be a meeting, so the decision could be taken (one way or the other) under 17a (majority of directors in a meeting). However, if they are unable to reply due to other commitments (after all, everyone involved in the running of the BGA is a volunteer, and sometimes won't be able to respond in a reasonable time window), this shouldn't prevent the BGA from making any decisions until they're available again - 17c means that if after 72 hours no directors have objected, the decision is taken.

Art 29 What does “must be sent from the member’s registered email address” mean? Is it compatible with Companies Acts Section 333.4 which says: “electronic address” means any address or number used for the purposes of sending or receiving documents or information by electronic means.

My point is that the Companies Act does not talk of people having registered addresses, they register the ones they want someone else to use.

The 'registered email address' in Article 29 is to assist the BGA with verifying who a formal communication is from, and to ensure that messages from the BGA go to the correct person. Obviously, anyone can contact the BGA from any email address for most situations (such as asking for information about a tournament, for example) - but if they want to send an email with legal effect then they should send it from the address they have registered with the BGA, and the BGA will only send emails which are intended to have a legal effect to the email address that the member has registered. (All members are encouraged to keep their email address and other contact details up to date with the BGA).

While an email from a registered email address is not a guarantee that it has come from a particular person, it makes it more difficult to fake.

Comments from Francis Roads

Comments on the BGA’s proposed code of conduct

The concept of a code of conduct is a good one in itself. A pedant might object to the variations between the third and second person, sometimes in the same sentence (“Players should not… /you should not…).

Thank you. We will attempt to correct these when we incorporate changes from the consultation.

I am not clear which provisions are advisory and which compulsory. Bridge players divide their provisions into actual rules, and, listed separately, proprieties, i.e. tenets of bridge courtesy which players are encouraged, but not compelled by the rules, to obey.

We will review the provisions and provide more clarity in this regard. This will tie in to the point about sanctions which you make below.

Rules for actual conduct at tournaments need to be accompanied by on-the-spot sanctions available to the Tournament Director in the case of infringement. These would apply in all BGA tournaments, such as the various championships and the British Go Congress. Tournaments organised by individual clubs would be entitled to have their own sets of rules, but the BGA rules could be made available as a default.

This is a good point which we need to think about. We will be looking to define appropriate sanctions in our redrafting.

With regard to sanctions, these might include a time penalty, loss of the game, exclusion from some or all of the remainder of the tournament, and, as suggested in the proposed rules, reporting to the appropriate BGA officer. The main problem that I can see with such a system is the difficulty of applying a suitable appeals system, which for a one day tournament would have to be able to work quickly, and have the right both to increase or reduce any penalty.

As you correctly say the timescales of most tournaments do not allow for an effective appeals system. Possibly the best we can do is have an ‘after the event’ system, and the possibility that later appeals may be successful will need to be reflected in the severity and nature of the sanctions applied.

Of course one hopes that such sanctions are rarely if ever required. But I know from my own experience that it is as well for both players and the TD to know what sanctions are available, even if they have only deterrent force. As chief referee at the European Go Congress in Dublin, the only sanction that I knew was available to me was a reprimand; fortunately that sufficed in the few situations where I felt that there had been unsatisfactory conduct.

Whilst we are proud of the record of BGA members for playing honourably, we cannot assume that these situations will not arise in the future, and we should endeavour to be prepared for them.

Comments from Gerry Gavigan (first set of comments)

Thank you for inviting responses to the proposal for conversion.

While conversion to a CLG seems to be appropriate for a membership organisation it cannot help but weaken the relationship between the governing body (currently Council to be Board of Directors) and the membership as otherwise the veil of incorporation would have no meaning.

We do not accept this assertion. Management of the organisation will continue to be by elected persons, accountable to the membership, and conversion will not change the balance of powers between the members and the Board / Council .

Greater clarity on membership oversight of the directors should be provided

The proposals as expressed raise the following questions

Why cannot the membership elect directors for specific roles? Why cannot these roles be defined before the elections ? Why should the board of directors be able to change those roles outwith the AGM or their occupants except in case of force majeure?

No longer will the members be able to express a preference for a particular person for a particular role by direct election.

If this is the intended effect it would seem to require greater explanation than currently given.

If it is not the intended effect is it possible to amend the articles accordingly or create some other binding mechanism?

If it is not possible to create a binding mechanism to re-create the current structures this seems to require explanation and justification.

The existing BGA Constitution is ambiguous with respect to responsibility and accountability of the Officers (President, Secretary and Treasurer). As an example, if Council wishes to spend money on a project, and the Treasurer does not agree with this majority decision of Council, does the Treasurer have any powers to veto this decision? And is the Treasurer accountable to Council, or to the Membership?

The CLG structure removes this ambiguity by stressing the collective responsibility of the Directors. As a consequence, the Officers are accountable to the Board as a whole (and they are therefore appointed by the Board, and can be dismissed as Officers (but not as Directors) by the Board.

We expect that Directors, in their “manifestos” for election each year, would indicate if they expected to serve as an Officer or ordinary director.

How can existing transparency be maintained?

Currently the membership has a right to access certain documents and see minutes of Council meetings. It is unclear that this transparency will be maintained for a board of directors of a CLG

It would seem that as proposed the only access to information that members will have in the CLG is the annual report.

If this is the case it should be made more explicit that currently seems the case with explanation and justification.

If it not the case then the proposal should explain more clearly than currently how the existing transparency will be maintained with details of how it will be baked into the new circumstances.

There is no “right” in the existing Constitution for members to access any documents: nevertheless Council attempts to be as open and transparent as practicable by choosing to provide access to documents and minutes. We expect that the Broad in future will choose to provide at least the same level of information that the Council has chosen to provide in the past.

Working with the wider membership

It would seem essential for the formal role of council-discussion@ to be baked into the new CLG.

“Council-discussion” is an email discussion group run by Council to seek advice from certain members. It consists of all Council Members and about another dozen BGA officials (e.g. Membership Secretary, Webmaster, past Presidents, etc.) Council decides who should be a member of this group. The email group has no formal status.

There is no reason why this email group should not continue to exist, at least while it is seen as providing a valuable role. However it would be inappropriate to specify it in the Articles, just as it is not specified in the BGA’s existing Constitution.

"clubs" has always seemingly been a hazy concept and the proposals do nothing to clear the fog. There is no definition in the proposals. The concepts of affiliation has been carried forward but affiliation of what?

The existing constitution (clause 8) merely states: “A club may apply for affiliation to the BGA” without defining “club” or “affiliation”.

Article 31 states “The directors may operate affiliation schemes for Go clubs or other organisations which support the objects of the Association. For the avoidance of doubt, joining such a scheme, with such rules as Council may from time to time determine does not give the affiliated body or any member of the affiliated body any rights of membership to the Association.”

We do not, therefore, consider that conversion will give rise to any change in the position vis-à-vis affiliation. However, we do believe that this relationship may need to be better defined than it has been historically and Council are looking at this as a separate project.

Other matters

The current public liability insurance (with theft, damage, loss) is a benefit for any BGA member running a Go related event.

Are there explicit proposals for replicating this? Will a CLG be able to obtain equivalent cover? Will members be able to benefit the same as before conversion?

This matter should be resolved or explained before conversion as unless the outcome is satisfactory it amounts to a disbenefit arising from conversion.

We have no reason to believe that the arrangements should not continue seamlessly. Indeed, Insurance Companies may well be happier dealing with a legally constituted Company than with an unincorporated Association.

Costs

Are the proposers willing to guarantee that the additional costs of running the CLG will not rise beyond the Companies House filing fee?

If the guarantee cannot be offered can a parametrised budget be published?

If a parametrised budget cannot be offered will this inability be declared?

What will be the implications and consequences if the costs of running a CLG have been unforeseen or underestimated?

It would be stupid of us to offer a cast-iron guarantee that costs will not rise. However, all the research that we have undertaken indicates that there will be no additional costs associated with incorporation, other than the filing fee, and this is confirmed by the individual experience of Board Members who have had experience in running Companies for nearly two decades.

It is possible that costs might rise in the future (for example if HMRC require additional information) but we expect that any such cost increase would apply equally to the existing BGA and to BGA CLG.

In extremis – in the very unlikely event that unsustainable costs arose – the process could always be reversed and we could revert to being an unincorporated association.

Comments from Gerry Gavigan (second set of comments)

Use of "Association"

It seems to introduce unnecessary ambiguity to define and use the word Association in the articles as the new organisation will not be an association (as in "club or association") but a CLG.

May I suggest that understanding would be improved by deleting "Association" wherever it appears in the articles as in

“Association” means this company whose name is specified in Article 2

and replacing it with "BGA" or "Company"

“BGA” means this company whose name is specified in Article 2

“Company ” means this company whose name is specified in Article 2

A clear example of the potential for ambiguity is in Article 3

The registered office of the Association is to be in England and Wales.

Thank you for this observation.

In the articles, “Association” is defined as follows:

“Association” means this company whose name is specified in Article 2

Accordingly, there is no legal problem with the articles as they are written. However, we accept that some will find the use of “Association” peculiar as we are dealing with a company and not an unincorporated association. Accordingly, we intend to change the articles as follows:

Add a definition. “The BGA” means this company whose name is specified in Article 2. Remove definition of “Association”
Replace all instances of “the Association” in the text of the articles with “The BGA”, using the capital T to remind readers that a defined term is being used.

The name of the company will of course remain “The British Go Association” as members would expect. There are of course many other companies which have “Association” as part of their name.

This consultation has identified a few other areas where the Articles could usefully be amended, and we will formally amend the Articles in a single operation at the end of this consultation in early March. We will then publish and publicise the revised Articles.

Associated company

I surmise that it very unlikely (if at all) that the BGA will start creating subsidiary companies (and if I am wrong I think this should be made explicit to members as subsidiary companies can further reduce transparency and accountability to the membership as well as increasing the cost base)

Accordingly I suggest deleting the definition and all references to associated companies in the articles. It will simply and increase readability of the final document.

If deletion is not thought desirable an explanation should be provided.

In 1988 the BGA set up a separate Private Limited Company “BGA Books” which sold books and equipment. This Company was also used to run the European Go Congress in Canterbury in 2001. It was dissolved in 2005. Technically it was not a subsidiary company; its shareholders were BGA Officers who acted as Trustees.

We can therefore see the possibility of setting up a subsidiary company in the future; this could specifically be the case in the event that (for example) we proposed to run the European Go Congress.

BGA CLG will set up a subsidiary company in exactly the same circumstances that the existing BGA would have done. The incorporation of the BGA changes nothing and has no impact on transparency.

The Directors of the BGA will be accountable to the BGA members for the performance of any subsidiary company, as well as for the BGA itself.

Article 15

The first sentence appears to be missing text

The Board shall appoint a director to be Finance Director on such terms and for such period as they think fit and may delegate to that person such of their powers [as they think desirable].

We agree, and apologise for this omission. It will be rectified when we amend the Articles (see above). This omission also identified by Neil Sandford).

Comments from Simon Butler

I rather like the fact that the BGA has never had a code of conduct (CoC). Perhaps naively, I think it means that go players' conduct (at least w.r.t. the BGA) has been - if not exemplary - at least not too awful. Otoh, I can see how one might be beneficial.

I have a concern (that I hope is entirely groundless). There is a sea change in mores sweeping through certain sections of western democracies that is covered by the term "woke". Some of these changes are centred around "offence".

So, to calibrate, would any of the following fall foul of section 4 of the proposed CoC...

1) Use of the word "woman" to exclude biologically (specifically MTF trans) male people?

2) Use of the phrases "all lives matter" and (with approval) "colour-blindness" (perhaps when discussing BLM)?

3) Wearing a Jesus & Mo t-shirt (see attached) at a go tournament?Editorial note: Simon's attachment is not included here as it might be considered offensive to some. Inquisitive readers can easily find references to "Jesus and Mo" via any search engine

And a bonus question...

How much weight will the BGA Secretary / Disputes Panel give to intent when adjudicating breaches of the CoC?

Thank you for your comments.

We have deliberately separated out the management of BGA CLG from the Disputes Panel. The Disputes Panel is to be separately elected, and will be answerable to the Membership, not to the Board.

And it is the Disputes Panel, not the Board, who will adjudicate on the questions that you have raised (the Secretary merely acts as a Postbox).

The degree of “wokeness” on the Panel will therefore be determined by the Membership. And because the Panel elections are separate from that of the Board, the membership can choose the Panel on the basis of “wokeness” (or any other criteria they choose) without worrying about their ability to manage the Company.

Comments from Matt Marsh

Thank you for giving the membership an opportunity to comment on the proposals for conversion and for the work which has gone into the process so far. I’d like to raise points on a few issues where I feel that there remains some ambiguity. I hope these points will be seen as intended - as a constructive contribution towards enabling a smooth transition.

Resolutions

The BGA Constitution, clause 58, includes: “This Constitution may only be altered by at least a two-thirds majority of those voting at a General Meeting and provided that not less than 20 members vote”.

My understanding is that for the CLG articles to be changed, a ‘special resolution’ would be required - and this would require 75% of those present to be in favour in order to pass.
● Is my understanding of this correct?

Yes.

● Given that this raises the bar for making such changes, should it be mentioned in the comparison/commentary?

Yes. While the existing constitution requires a 67% majority to change it, the Articles will require a 75% majority. We have amended the comparison / commentary to increase the emphasis on this point, and we apologise for initially omitting it.

The change is not discretionary on our part. Companies Act 2006 section 21(1) specifies “A company may amend its articles by special resolution.”

In this context, it is clear that s.21(1) means that this is the only way that a company may amend its articles of association.

Special resolutions are governed by CA 2006 s.283 which requires the 75% majority. Accordingly, that threshold cannot be varied by the BGA.

More generally, I understand that ‘ordinary resolutions’ require a simple majority to pass, whereas ‘special resolutions’ require 75% in favour to pass. What is unclear to me, however, is how it is determined as to whether any given resolution will be ‘ordinary’ or ‘special’.
● If a member puts forward a resolution to be voted on at a general meeting, who will determine whether it is an ‘ordinary’ or ‘special’ resolution?
● If the board is making this determination, what criteria will be used?

There are a limited number of cases specified by the Companies Act as requiring a Special Resolution. The only ones that are ever likely to apply to BGA CLG are:-

a change of name,
a change to the Articles
initiation of a voluntary winding up.

According to the Companies Act, all other resolutions that the BGA is likely to want to use can be Ordinary Resolutions, requiring a simple majority.

According to the proposed CLG article 9: “The members may, by special resolution, direct the directors to take, or refrain from taking, specified action”.

My interpretation of this is that should the members desire to require the board to take (or not take) any particular course of action, it will require a special resolution (and therefore 75% of votes in favour). If so, this seems to be a departure from the current status quo, where if a motion was put to the membership at a general meeting, and passed by a simple majority, I would expect Council to act on it.
● Is my interpretation of this correct?

Yes.

● Could/should the articles be modified to require that an ordinary resolution (with simple majority in favour) would be sufficient to require the board to act in accordance?
● If my interpretation is correct, should this (significant, as I see it) change to the balance of power be made prominently in the comparison/commentary?

The text of CLG article 9 came as part of the Model Articles published by Companies House, which we have amended in many places to better suit our needs. However, article 9 was left in place as it came. Following your comments, we have researched the legal position; company law does not require the special resolution threshold for such a resolution. Accordingly, we intend to amend article 9 to read: "The members may, by ordinary resolution, direct the directors to take, or refrain from taking, specified action. No such resolution invalidates anything which the directors have done before the passing of the resolution. Nor can such a resolution have any effect with regard to matters which require a special resolution."

The final sentence is of course unnecessary, but it has been added to minimise the scope for future misunderstandings or disputes.

This change, will preserve the status quo.

Membership Categories

The BGA currently has a ‘family’ category of membership, which provides membership for two adults and any children in the same household. Further, the BGA Constitution, clause 30, includes: “Family Membership entitles the family to two votes" I haven’t been able to find any provision for family membership within the proposed CLG articles, so this would appear to be a change in policy (I assume that those with family membership would now only have one vote instead of two with the articles as currently proposed).
● Is this a deliberate change in policy?

We are not making any deliberate changes in policy. However, some changes are required for legal reasons since:

To be a member of a company, you must be a person in the eyes of the law, in other words a legal person (such as companies and CIOs) or a natural person (a human being).
Each member must be legally able to accept the obligation to contribute £1 (see article 5) in the event of insolvency. That requires humans to be aged over 18.

There is nothing stopping us from having a subscription where both members of a couple become members of BGA CLG for a subscription that is lower than twice the individual subscription. However, their membership status would be as two identified (adult) individuals.

● If deliberate, should it be mentioned in the comparison/commentary?
● If not deliberate, do the proposed CLG articles need to be modified to provide a mechanism for family memberships as before?

The CLG Articles do not need modifying to allow this. See the above comments about two members of a couple becoming BGA CLG members.

Similarly, the BGA currently has a ‘school’ category of membership, which provides membership for a teacher and conveys some benefits to their students.
● Does the category of ‘school membership’ need to be incorporated into the proposed articles in some way?

Article 31 already gives BGA CLG the power to run all kinds of affiliation schemes. We can give affiliates whatever rights and privileges we want, with one exception. Such affiliates will not be able to vote at BGA CLG meetings because legally they will not be “members” of BGA CLG, only “affiliates.”

Looking specifically at our existing Schools scheme, a good BGA CLG adaptation would be for a Schools scheme whereby one teacher became a member of BGA CLG, while the pupils at the school received affiliated status. (See comments below about revising BGA events entry criteria to cater for members and affiliates.)

Youth

According to the proposed CLG article 28, only those aged 18 or over are able to join as members. The BGA currently has a ‘youth’ category of membership, which therefore seems incongruous with this article.
● How many youth members does the BGA currently have?

As at 31/12/2001, we had:

44 family members, of whom 23 were adults
4 “Schools” members
12 “Youth” members

In addition we had 26 “student-light” members, and it is possible (albeit unlikely) that some of these might be under 18

● Is there any intent to provide some other form of affiliation that those under 18 could participate in? (For example, could the BGA run some form of ‘BGA youth scheme which wouldn’t give full membership, but would provide a mechanism for participation?)

Yes. See comments above about affiliation schemes.

Some events, such as the British Championship, require BGA membership as an eligibility criteria. Currently some youth players wishing to participate in such an event may be eligible via a school or family membership - but there may be some who do not have such status.
● If a youth player, who is not part of a school or family membership, wishes to take part in the British Championship (or other event with similar criteria), is there a mechanism for them to do this?
● If not, could changes be made to eligibility criteria etc to make this possible? For example, could under 18s be allowed to participate without being a member?

All of our event entry criteria will be rewritten to that people need to be either members or affiliates of the BGA. We have no intention of changing the status quo.

Auditor

The BGA Constitution, clause 5, includes: “There shall also be an Auditor, who shall not be a member of the Council”. In relation to this, the comparison document states: “Company law has extensive rules about auditors” without further elaboration.

My understanding is that for the CLG, a formal audit will not be required in company law.

You are correct. BGA CLG will be far too small to be required by company law to have a formal audit. The accounts will be required to include the statement: "For the year ended [31 March 2022], the company was entitled to exemption from audit under section 477 of the Companies Act 2006. The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. The directors acknowledge their responsibility for complying with the requirements of the Act with respect to accounting records and for the preparation of the accounts. These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime."

The Companies Act requires a formal audit to be undertaken if 10% of Members require BGA CLG to be audited. In such a case very strict rules apply regarding who can be the auditor, and they must perform the audit in accordance with extensive legal and professional requirements. That is likely to be expensive, unless a professional firm is willing to audit us either “pro bono” or for an extremely reduced fee.

However, the current BGA accounts are audited annually by an appointed member.
● Is it intended that the CLG accounts will be audited in the same way as the current BGA accounts, by an elected member?
● If so, should the proposed CLG articles be modified to define this process?
● If not, what other procedures are intended to preserve the same levels of transparency and external oversight which the current audit mechanism provides?

The Articles as currently drafted have no such requirement. This was an omission on our part, and we thank you for bringing it to our attention.

Current terminology is that this informal audit – undertaken by a member who does not necessarily have any formal qualifications – is called an “Examination”, to distinguish it from the term “audit” which has a legal meaning.

Because of the legal ramifications around audit we are reluctant to add a provision about an Examination to the Articles, We propose instead to:-

Introduce the concept of “byelaws” into the Articles; the byelaws will be subservient to the Articles but governed by them
The first byelaw will state:

“ Provided that there is at least one member who is willing to serve in the role, each annual general meeting will elect a BGA member to serve as the BGA Examiner.

The BGA Examiner may not be a BGA Board member.

At least [4] weeks before the presentation of any financial accounts of the BGA to BGA members for approval, the Board must provide a copy of such accounts to the Examiner, and give the Examiner such access to the BGA’s financial records as the Examiner may require.

The Examiner will prepare a report to BGA members for presentation at the general meeting at which the said accounts are to be approved by members. The content of such report will be at the discretion of the Examiner, and the Board must circulate the Examiner’s report to BGA members when the said accounts are circulated to BGA members.

None of the above requirements will apply to any set of accounts of the BGA which are to be audited in accordance with the provisions of the Companies Acts."

Comments from Gerry Gavigan (third set of comments)

Simon Butler's comments caused me to read the need for and the content of the proposed BGA code of conduct more closely.

This statement caught my attention:

"Council therefore believes that we need a “Code of Conduct” to indicate the behaviour expected from both Officials and Members, and the power to impose sanctions on its members for a breach of this Code of Conduct. These sanctions will include expulsion for particularly egregious offences but it is desirable to have the power to impose lesser sanctions."

Unlike the BGA, the ECF organises many events throughout the year, so the seemingly uncritical borrowing might not be helpful.

The borrowing was not uncritical. We used the ECF Code of Conduct as a starter but made amendments to ensure that they were appropriate to Go. We will be making further amendments to the draft text in response to BGA Members’ comments in the current process.

We are therefore grateful for all responses from you and others.

Unintended consequences of the introduction of a formal code of conduct and sanctions

It would seem that the exercise of powers created by a formal code of conduct could give rise to requirements concerning representation, discovery and possibly legal challenge. In criminal law (c.f., sanction) the threshold of proof is beyond all reasonable doubt, whereas in civil, (settlement of a dispute) the threshold is on the balance of probabilities.

Has BGA given any thought to these issues?

The decision concerning how much evidence is required to provide “proof” of a breach of the Code of Conduct will be determined by the Disputes Panel.

What is BGA's jurisdiction, what sanctions are envisaged and what about non-members?

London Go Centre published a set of tournament rules, later to be available here

These rules and the sanctions they contain are derived from the European Go Federation rules and sanctions.

Participants (BGA members and non-members) agree to these rules as a condition of entry.

The rules cover the behaviour expected of all participants in a tournament and the sanctions they might endure. There is no right of appeal beyond the tournament appeals committee. The right of appeal was limited to an internal appeals committee after some discussion with the Council member with oversight of tournaments.

This limitation prevents disruption by a vexatious litigant using the right of appeal to an external body so preventing progression and/or determination of the event.

(a) If the jurisdiction of the proposed code of conduct is intended to be wider than BGA organised events then such jurisdiction should be defined in advance

Article 28 states that members must agree to comply with the Code of Conduct, and Article 30 states that membership may be terminated if they violate the Code of Conduct (provided that the termination of membership is undertaken with due process).

A violation of the Code of Conduct does not therefore have to take place at a BGA-sponsored event for action to be taken.

(b) BGA should explain how the code of conduct interacts with, e.g., tournament organisers and potential loss of control of the tournament if the vexatious litigant described above tries to use the code of conduct as a basis for extending their right of appeal.

When a BGA member is playing in a tournament they are being simultaneously governed by multiple sets of rules, which must all be followed:

They need to follow the tournament rules

These are the responsibility of the Tournament Director
If they are broken, the Tournament Director can give whatever punishments they see fit (such as declaring a game void, or expelling a player from the tournament)

They need to follow the BGA's Code of Conduct

These are governed by the Disputes Panel
If they are broken, the Disputes Panel can make a decision as to how they will punish the offender, up to expulsion from the BGA

They need to follow UK laws

These are governed by the police and the courts
If they are broken, the offender could get arrested or fined

There will be overlap between these sets of rules, and it’s possible for one set to reference another or specify that another needs to be followed – but fundamentally they are separate things. The same behaviour could simultaneously break multiple sets of rules, and could be punished by multiple groups for doing so.

If the hypothetical BGA member breaks the rules of the tournament and tries to claim that they need to appeal to the BGA, it's irrelevant - the tournament organiser can still remove them from the tournament. Regardless of what the tournament organiser does or doesn't do, the BGA's disputes panel could then make a decision as to whether they want to sanction the member for their behaviour as a separate action.

This would be similar to someone playing in a tournament and stabbing their opponent. Regardless of what the Tournament Director decided regarding the tournament, the police would still want to arrest the offender.

We would expect the Disputes Panel to reject transparent attempts to revisit cases where the tournament organiser has already made a ruling and there is no wider interest for the BGA.

The code of conduct itself has no powers over non-members, since it derives its authority from BGA CLG members agreeing to be bound by it as part of BGA CLG membership.

Any action that BGA CLG might take against non-members for anything the non-member may do (beyond preventing them becoming members) would require the involvement of the courts. We find it hard to contemplate where this would arise and see no point in speculating.

Comments from Alex Rix

The BGA has been in existence for more than 50 years without any notable issues so I am not convinced personally that it's worth incorporating to avoid liabilities that would otherwise fall on individuals, but it's up to the members to decide. I agree that running the European would be different, but it could be run like in 1992 via a company set up for the purpose.

There are weaknesses in our constitution which are becoming increasingly apparent. Some have become noticeable recently with the introduction of proxy votes. Changing our structure to be governed by company law which has worked out these issues for around 150 years of development will put the management of the BGA on a more solid basis.

I share some of the concerns already voiced:

1. Costs

You state that the only cost would be the Companies House filing fee. But experience with the T Mark Hall Foundation, also a CLG, showed that about £1,000 p.a. was spent on preparing accounts and tax returns (and this is a minimum cost), costs that do not arise as the BGA is currently constituted due to less formality with the current set-up. These could be avoided if suitable volunteers came forward to prepare the accounts and file the tax return, but even then there may be a cost to filing the accounts as special software may be required if we cannot use the HMRC free service (though this is only about £119 p.a.). I presume the BGA would be an ordinary trading company (as opposed to an investment company as for T Mark Hall Foundation).

The concerns outlined above refer to the tax treatment of the BGA and the TMHF. We stress that the tax treatment of the BGA will not change on incorporation: both the existing BGA and BGA CLG are required to register with HMRC and the two organisations will pay tax on an identical basis.

The present BGA is only taxable on investment income; the same will be true of BGA CLG. If the activities of the organisation change, the tax consequences would be identical under the existing and the CLG structure. With our present tax profile, we cannot foresee any costs other than the annual £13 Companies House filing fee.

The additional costs referred to above were associated with the tax treatment of the TMHF; because it had a large investment portfolio HMRC required that the accounts be prepared and submitted by a professional accountant. It was nothing to do with TMHF being a company limited by guarantee rather than an unincorporated association.

Finally, I'm also not a fan personally of directors' liability insurance - this was taken out for a year in the T Mark Hall Foundation and cost £367. Again, not a substantial cost but I prefer BGA subscriptions to be spent on go rather than such purposes and all additional costs may affect the profit/loss situation of the BGA.

Regardless of one’s views on directors’ liability insurance, the issues are fundamentally the same under the existing or the CLG structure.

Indeed, the CLG probably reduces the personal risk to Council members by providing a clearer legal framework and by providing limited liability to all members, who include the directors, and by clearly enabling the directors to act in the name of the CLG without incurring personal liability. Indeed that is one of the major benefits of change which has not so far been focused on by those commenting.

As an aside, with some considerable effort, I have obtained a free community banking account at Metro Bank for the T Mark Hall Foundation - perhaps saving only £60 p.a. but every little helps.

A member of the governance committee can support this experience. The effort involved was certainly significant, though made worse by the fact that Metro were the second bank we attempted this with, the first being significantly incompetent in handling our case. We agree this is something we should explore now.

2. Officers

I would prefer that the current situation persisted i.e. that the BGA members elected a President (or Chairman perhaps in the new set-up), Finance Director and Secretary, plus other officers. You state that the elected officials of a CLG would decide roles amongst themselves once elections to the Board had taken place - not desirable in my view.

The process of thinking about conversion has highlighted various loose ends in the present constitution. The contradiction between members electing identified officers and the role of the Council is one of the most serious. Fortunately the BGA has not had serious problems before, but if we don’t convert to a CLG the BGA constitution clearly needs significant redrafting to spell out what powers officers have and how that relates to the role of Council.

Electing officers to specific roles is simply not consistent with the collective responsibility of Council.

3. Ordinary and Special Resolutions

I agree with Matt that clarification is required as to what will be matters requiring ordinary and special resolutions.

Again, with the T Mark Hall Foundation, we found that the passing of a Special Resolution is a high bar and this may well stymie attempts to correct issues with the Articles (for example), issues that may well not be apparent until after the company has been set up.

Only those changes mandated by Company Law will require Special Resolutions, all others can be ordinary resolutions. We have already listed the few cases where this arises [response to Matt Marsh in preparation]. We do not consider the 75% requirement for changing the articles to be onerous.

4. BGA liability insurance

I agree it's worth exploring whether incorporation affects this cost in any way with a broker. This insurance is an important benefit for tournament organisers.

We are exploring with our brokers whether the incorporation will change the cover in any way, and at the same time asking for written clarification on a number of points regarding the cover that are not clear by simply reading the policy schedule.

I have some concerns that incorporation will introduce a level of formality that may work to shield the officers from the members (as well as protecting them from personal liability). I hope this will not be the case.

As with the T Mark Hall Foundation we believe it is possible to run a CLG whilst maintaining close contact with the members. This is certainly the intent.

Best regards, Alex

Comments from Gerry Gavigan (fourth set of comments)

While incorporation of the BGA seems to be a good idea in principle, I remain concerned that the process glosses over the effects for the members of the existing organisation and the consequences of incorporation.

1. Incorporation weakens existing relationships

The BGA governance committee “do not accept [the] assertion” that the veil of incorporation weakens the existing relationship between members and Council following incorporation.

Company Law seems to directly contradict the committee.

In a decision of the House of Lords (now the Supreme Court) Lord Macnaghten stated that a company is a different person altogether from the subscribers to the Memorandum, and though it may be that after incorporation the activities are precisely the same as it was before with the same persons, the company is not the agent of the subscribers. Salomon v A Salomon & Co Ltd [1897] A.C. 22

The Companies Act 2006 specifies the general duties that are owed by a director of a company to the company. While those duties includes consideration of the interests of the members, the duty is to the company not the members of the company.

2. The proposals remove the existing ability of members to elect specific people for specific roles

I asked why members cannot elect specific people for specific roles.

The governance committee did not address this question chooising instead to discuss deficiencies in the existing constitution and suggested that the election manifestos of candidates would suffice: "We expect that Directors, in their “manifestos” for election each year, would indicate if they expected to serve as an Officer or ordinary director".

Whatever the manifestos contain, the proposals clearly state that it is the board of directors that that will assign roles and responsibilities not the members. While the directors might chose to decide these roles and responsibilities based upon the manifestos there is no obligation to respect the spirit of the membership vote.

3. Incorporation reduces existing transparency

I sought assurances that the current right of the membership to access certain documents and see minutes of Council meetings will be maintained for a board of directors of a CLG The governance committee responded:

"There is no “right” in the existing Constitution for members to access any documents: nevertheless Council attempts to be as open and transparent as practicable by choosing to provide access to documents and minutes. We expect that the Broad in future will choose to provide at least the same level of information that the Council has chosen to provide in the past."

The response exposes an attitude concern in that the committee suggests that currently there is no right to information and that access by members is a privilege bestowed by Council and that there is an expectation that the directors of the incorporated organisation will choose to allow access.

Regardless of the actual text of the existing constitution, rights can be acquired by the passage of time in all aspects of English law. That it might seem necessary to seek a constitutional amendment or to litigate to confirm the existence of this right suggests a current problem members need to consider before it is extinguished by incorporation.

Working with the wider membership

I asked that the mailing list council-discussion@britgo.org to be baked into the new CLG. The governance committee responded:

"Council decides who should be a member of this group. The email group has no formal status.

There is no reason why this email group should not continue to exist, at least while it is seen that it is providing a valuable role. However it would be inappropriate to specify it in the Articles, just as it is not specified in the BGA’s existing Constitution."

The response reveals an attitude that might be of concern to members. There was no request made as to how it should be formalised into the new organisation. “It would be inappropriate” to do so is not a reason, it is a statement.

The governance committee agrees with the idea that “club” is a hazy concept: "The existing constitution (clause 8) merely states: 'A club may apply for affiliation to the BGA' without defining 'club' or 'affiliation'

and points to proposals to widen the category of affiliation

and agrees that it would a good idea to clarify the intention

"However, we do believe that this relationship may need to be better defined than it has been historically and Council are looking at this as a separate project" but sees no need to clarify matters before incorporation.

Public liability and other insurance for members

I asked if there were explicit proposals to continue the current benefit for members after incorporation (this is a valuable benefit of membership for current BGA members that run Go related events). The governance committee responded: "We have no reason to believe that the arrangements should not continue seamlessly. Indeed, Insurance Companies may well be happier dealing with a legally constituted Company than with an unincorporated Association."

Belief is the weakest form of assertion. Why cannot the confirming research take place before incorporation?

The Governance Committee has considered Gerry's new comments above. It has nothing to add beyond our responses to his earlier comments.

Comments from Alex Rix

Thank you for the responses.

My only comeback concerns the following:

"Electing officers to specific roles is simply not consistent with the collective responsibility of Council."

The current BGA Constitution does specify what the BGA officers are responsible for and it was updated only fairly recently - therefore it would be helpful to know in more detail in what way you consider the current constitution to be deficient.

Your proposed position under a CLG is markedly different.

I remain concerned that the members of the CLG should be asked just to elect directors of the new CLG and that the directors should then determine amongst themselves who does what. I believe an important element of accountability to members will be thereby lost e.g. currently a President with specific powers and responsibilities is elected and, theoretically, the members can nominate various people to the post who will then vie for election at the AGM and be subject to questioning by the members, thereby ensuring that the best candidate is selected. The danger with collective responsibility is that no one person has been designated specific responsibility for anything, and that people who are less suitable for the specific roles may emerge.

The deficiency in the constitution is that Clause 3 is incompatible with Clauses 5(a) and 5(b). We have not spent any time considering whether Clause 3 is incompatible with Clause 5(c).

On the principle that a single counterexample is sufficient to demonstrate an incompatibility, we provide one below.

If the Treasurer wishes to fund Committee A with £X, while the rest of Council wishes to fund Committee A with £ ½ X, what gets spent? The natural reading of Clause 5(b) is that the Treasurer’s view prevails, since “b) The Treasurer controls the finances of the BGA.” and the rest of Clause 5(b) does not lay out any requirements for Council to approve the Treasurer’s decisions.

Conversely, Clause 3 “The management of the BGA shall be carried out by the Council, subject to resolutions of any general meetings.” puts all the decision making power in the Council as a body, subject only to directions given by resolutions at a general meeting.

If an organisation like the BGA wants to elect people with individual executive authority, then, as with the USA Constitution, it needs to spell out the division of powers between the Executive and the approving body, where presumably elected Council members would function as the equivalent of the Senate.

The BGA has never addressed these issues because, fortunately, people have been sensible so a problem has not yet arisen. However conversion to a CLG is the right time to address potential problems (before they arise) and collective responsibility, as with all company boards in the UK, is the right way to go.

Comments from Matt Marsh (second set of comments)

Thank you for publishing responses to my earlier CLG feedback. I see that the points I raised have led to some significant changes and I'm grateful for that.

Since then, I've read comments that people have made regarding the proposed Code of Conduct (CoC), and the responses given to that feedback. I'm very much in agreement with the principles of having a CoC - however, I feel that there some areas here which still need further thought or clarification.

Jurisdiction

Responses given to some of the feedback from others indicate that CoC jurisdiction:

Applies to BGA members only
Applies to BGA members outside of official BGA events

To me, this raises a number of important questions:

Should jurisdiction also apply to those who are affiliated to the BGA? For example, in responses to other feedback on CLG articles it has been made clear that some people will gain access to BGA benefits and services through affiliation rather than as direct members. An example of this would be youth players who are not able to become full members. Shouldn't these people also have to agree to the CoC in order to receive the benefits of affiliation? Whilst it is true that we can't sanction them by the means of stripping them of membership, other sanctions could be used where necessary such as removing their affiliated status (and therefore access to the benefits provided) or banning them from taking part in some tournaments/events.

We do not believe it to be practicable to ask all affiliates to agree to comply with the CoC (this might involve getting all club members to agree, for example). Our proposals about affiliation will be that this should be an administrative process, to be controlled by the Board; and if the Board controls affiliation, then it can remove this right.

When non-members are taking part in a UK tournament/event, could they be required to also comply with the CoC? Could the BGA make this a requirement for all UK rated tournaments for example? This would seem to be a sensible way to ensure that all the players at a tournament have to follow the same CoC? As above, the BGA would then have the power to be able to prevent someone from taking part in other UK tournaments if necessary, regardless of them not being a member.

Again, we do not believe it to be practicable to insist that all those who take part in all UK Tournaments comply with the CoC – or rather, it would involve “heavy policing” that we do not believe to be desirable.

We think that it should be appreciated that there is no intention to actively police the CoC: instead the proposal is to “manage by complaint”.

Tournament Organisers will have the power to prevent people playing in their Tournament if they so wish.

It may help if we discuss a hypothetical case: If a BGA Member is caught cheating at any Tournament (even one not in the UK): it would then be possible for the case to be referred to the Disputes Committee. However, we would expect that the Disputes Committee would take into account the location and extent of the offence, before determining if what if any sanction was appropriate.

The CoC includes a section on Tournament Etiquette - though due to the responses given to other feedback I have become unclear as to exactly which tournaments are to be included within jurisdiction. It seems clear from the responses that the intention is certainly to cover BGA run events (British Open, British Championship etc) and also other rated tournaments in the UK. It is less clear to me as to whether the intention is for jurisdiction to go beyond that? For example, would you expect someone playing at the US Go Congress to fall within jurisdiction? What about someone playing in a random (non EGF rated) online tournament on OGS? Personally, I feel that the jurisdiction should only relate to EGF rated tournaments - and possibly only ones being run in the UK. I would be strongly against these rules applying to play within a random OGS tournament which isn't EGF rated for example.

As written, the jurisdiction applies to the conduct of BGA Members [and affiliates] everywhere. Again, to take a hypothetical case, a BGA member caught cheating or abusing opponents at a foreign tournament might be considered worthy of sanction.

We wish to stress that we consider these cases to be very unlikely, but we would feel it wrong to limit the jurisdiction for the most egregious offences.

Burden of proof

In one of the responses to CoC feedback, a statement is made that: The decision concerning how much evidence is required to provide “proof” of a breach of the Code of Conduct will be determined by the Disputes Panel.

I think that it ought to be for the Disputes Panel to decide on whether the evidence is sufficient or not to meet a given burden of proof. I don't think that it is right for the Disputes Panel to set that burden of proof.

In my view, guidelines should be provided to the Disputes Panel which set out what burden of proof should be used, as well as other procedures to follow. Without this, there is likely to be inconsistency in how different allegations are considered - even when they might be of a very similar nature. It would be wrong for one Disputes Panel to decide that allegations need to be proven "beyond reasonable doubt" and for the next panel to decide that a similar allegation is found proven based on "balance of probabilities" for example.

We will seek to agree guidelines with the Disputes Panel when it is appointed.

General remarks

The tournament etiquette guidance seems to be a bit of a random collection of rules (some of which seem reasonable, others I'm less sure about) rather than a comprehensive set of guidance - perhaps referring to the EGF rules, which I believe contain more comprehensive guidance, would be better. Some of the guidance for playing in turn-based online tournaments in particular strike me as better to request that people follow whatever the rules are for the given tournament.

We will reconsider the wording of the CoC in this area based on your observations.

Overall, I think that the CoC needs some work in order to make it properly fit-for-purpose.

Last updated Fri Mar 11 2022.
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