“Jackie Weaver, you have no authority here”

In our social media age, it will hardly be a surprise if there are few who can’t guess the subject of this blog.

On Thursday and Friday, the video of a rancorous meeting of Handforth Parish Council in Cheshire went viral on social media and stories appeared in much of the print media on Saturday. And it was certainly compelling viewing – amusing according to some, comparing it with the parish council meetings in The Vicar of Dibley; bullying according to others – although there seemed little consensus as to who was bullying whom. Comment on social media has also been polarised, sometimes of the basis of issues that don’t entirely relate to the governance issues at hand.

There is clearly a back-story to this, much of which started to emerge over the weekend, with claim and counter-claim as to who was in the right – suffice it to say that both parties seem still to believe that they are. There is an ongoing dispute as to whether or not one Councillor has vacated her position by not attending meetings for six months and the clerk to the council has been suspended pending an investigation of his actions in this matter. The published minutes of previous meetings certainly indicate considerable dysfunctionality and ill-feeling and it seems unlikely that the councilors are at all familiar with our popular and authoritative guide, Knowles on Local Authority Meetings. Now in its 8th edition, this book covers the law and practice of local authority meetings and decision-making and discusses the developments within the local government sector for local authority democratic services officers, solicitors, legal officers and supporting officers, as well as anyone dealing with committee practice within a local authority environment. It seems possible that Handforth Parish Council may make an appearance in the 9th edition.

But there are certainly one or two governance lessons that we can develop. 

The facts that seem not to be in dispute are:

• two committee members had called a meeting in response to the chair having refused to do so (it appears that the standing orders of the Council permit this, but the chair of the council disagreed on unclear grounds)
• Mrs Jackie Weaver, neither a councillor nor an officer of the council, had been asked, although it is unclear by whom (but it seems to be the requisitioning councillors, rather than the chair), to act as clerk for the meeting. She is the Chief Officer of the Cheshire Association of Local Councils so has relevant knowledge and experience.
• The chair of the council did not accept that the meeting had been legally called and did not accept Mrs Weaver’s acting as clerk.
• Mrs Weaver excluded the chair and two other councillors who supported his position from the meeting on the basis that they were disrupting the meeting. It is not clear what right she had to do this but, once she had done so, the meeting proceeded with its business. It then moved on to rescind decisions made by the Council’s Employment Committee, the members of which were those councillors excluded from the Council meeting.

It is not the purpose of this note to comment on the legalities of the position – although it seems on the face of it that both sides are at fault – but there are some governance lessons that we can take away from it.

The challenge of virtual meetings

Back when we first moved into lockdown, the Institute published, jointly with Lorraine Young Board Advisory Services, guidance on ‘Good practice for virtual board and committee meetings’. These are a different environment from physical meetings and the guidance offers a brief guide to the practical and legal issues that need consideration, and insight into how virtual meetings can be made as effective as possible.

“Read the standing orders”

The constitution of an organisation – whether it be the articles of association, regulations or standing orders – governs the way in which the organisation is managed. It is clearly important that all engaged in the meeting have an understanding of the relevant constitutional provisions, especially the governance professional and the chair. Constitutions really come into their own when you have – as here – a lack of consensus and strong and well-understood constitutional documents are the foundation for effective process. Knowles has plenty to say on this subject.

Conflict in the boardroom

Conflict and tension are major issues for any boardroom to deal with and they are always difficult although, well managed, they can have a positive impact in terms of board decision making. There is a real difference between tension – where there is disagreement over a course of action but an overall consensus can be reached – and conflict, where ill-feeling and personal animosity has risen to such a level that the business of the board is disrupted.

As the person who provides independent support for and advice to the board, the Governance Professional plays a critical role in helping the chair to manage areas of tension and resolve conflicts. Our free ‘The Conflict and Tension in the Boardroom’ report, published in 2017, sought to understand why tensions and conflicts arise and offers practical suggestions for how to harness and manage these forces. It’s essential reading for all those who want to make their boardrooms places of harmony and collaboration, as well as of challenge and independence.

However, all this work is based on the principle that the chair and the governance professional will be working together to achieve the bast outcome for the meeting. This doesn’t seem to be the case at this meeting of Handforth Parish Council where it is the conflict between the chair and the person acting as governance professional that is the problem here – neither seem willing to listen to, or respect, the views of the other. And the problem is exacerbated by the fact that the person to whom the governance professional might naturally turn if they have an issue with the chair, the senior independent director or vice chair, in this case is firmly on the side of the chair – “read the standing orders”.

So what is to be done if the chair is refusing to conduct a validly requisitioned meeting? This is a really difficult one. The chair of the meeting has wide powers under common law to maintain order at a meeting, and in this case the standing orders of the council apparently provide that only the chair can exclude people from the meeting. But if the chair is not chairing the meeting, and is effectively disrupting it by not doing so, what is to be done?

The need for an independent governance professional

This is where the chair needs to work with a properly qualified and independent governance professional who will be able to provide advice on the legal and constitutional issues that are in play. The independence point is also critical – the governance professional works for the board and, although in administrative terms, they may report to the chair or, exceptionally, the CEO, it is important that the questions of their appointment or dismissal and of their pay are matters for at least the remuneration committee and, ideally, the full board. Notwithstanding the questions that need to be answered about the source of her authority or the legality of her actions, Mrs Weaver’s calm approach was a clear strength. For what are, it would appear, historic reasons, the video does seem to demonstrate a focus on process over substance amongst the councillors to the extent that the meeting is continually tied up in points of order rather than time being spent on effective discussion and decision making.

Whatever the rights and wrongs of Mrs Weaver’s actions, she was essentially trying to act as an independent governance professional working with standing orders which appear to be less fit for purpose than might be hoped for when working with so dysfunctional a committee. Rather than quibble about whether or not she was a properly appointed person to clerk the meeting, the councillors would have made better use of their time if they’d used the experience and knowledge she offered to help them navigate their way to a solution.

Conclusion

No-one comes out of this meeting with much credit. The behaviour of the chair and, especially, vice chair is clearly inappropriate. Equally it is arguable that Mrs Weaver did not, as an unelected official, have the authority to eject three elected councillors from the meeting, not least as it is unclear by what authority she was acting as clerk, and so it is possible to argue that the meeting itself ceased to be valid at that point. Conversely, her subsequent suggestion that he be readmitted, and the unsurprising rejection of that suggestion by the remaining councillors, probably constitutes a valid motion to ratify her exclusion of them from the meeting.

I fear we have not heard the last of Handforth Parish Council.

Peter Swabey, FCG
Policy & Research Director
The Chartered Governance Institute