VNC Petition Launched Against External Trustee

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A petition launched on Lancaster University Students’ Unions website on the 15th January by student Andrew Williams has called for a vote of no-confidence in Vice-Chair Graeme Osborn.

The petition reads:

“We have no confidence in Graeme Osborn in his position as an external trustee of Lancaster University Students’ Union. We have no confidence in his past actions, and we have no confidence that he will carry out his duties to our satisfaction in the future. We therefore call for a Vote of No Confidence in Mr Osborn.

[…]

Mr Osborn has failed to oversee the appointment of a student trustee position by Week 8 of Michaelmas Term, despite being instructed to do so at the AGM. This position has been vacant since the summer of 2019, has deprived students of representation on the board, and is a breach of the Articles of Association which says there should be an undergraduate student trustee.

During the AGM, Mr Osborn insisted that the Trustee Board cannot be bound by a referendum result, and that campus referendums cannot be legally binding on Trustees. However, Charity Commission guidance says that the governing documents of SUs “may contain provisions which refer to whether or not the members of the SU have a legal power to bind the trustees to take or not to take a particular action.” Mr Osborn has used his incorrect interpretation of charity law to attempt to manipulate students.

We have no confidence that Mr Osborn has adequately carried out his fiduciary duty to avoid conflicts of interest. Mr Osborn has overseen the appointment of external trustee Mark Alexander as chair of the Sugarhouse Strategy Task Group, the report of which decided the sale in January 2019. Mr Alexander is a commercial property lawyer active in Lancashire, whose report decided to dispose of the Sugarhouse and sell it to a property developer. There have been suggestions that a direct or indirect conflict of interest could have featured in the sale process. Charity Commission guidance says, “Even the perception that there is a conflict of interest can damage the charity. Where the perception is not accurate because there is no conflict of interest, the trustees should always be able to respond appropriately to the situation by managing the risks to the charity and being prepared to explain how they have made their decisions only in the best interests of the charity.” Mr Osborn has failed to explain the decision-making process to charity members or the general public, and therefore has damaged the reputation of the charity.”

A SU spokesperson has said:

“We are extremely disappointed in the tone and content of the VNC relating to Graeme Osborn, given all the hard work he has put in, on an entirely voluntary basis, for the benefit of students during his tenure as vice-chair of the Trustee Board.

“We reject the allegations made entirely. Graeme retains the full confidence of his fellow board members, including all student officers who have worked closely with him and value his support and guidance.”

“The matter is now ongoing, and it would be inappropriate to comment whilst the democratic process is ongoing”.

George Nuttall (Chair of the Trustee Board and President) said:

“Graeme has the full backing of all six Full-Time Officers and the students’ union. At the last Trustee Board meeting, it was Graeme who was asking for proposals to invest in The Sugarhouse to secure its future operations and enhance the student experience”.

This is an ongoing story.

Update: Osborn Releases Statement In Response To Student Petition

(Friday 24th January 2020, 1:45pm)

Vice-Chair Graeme Osborn has released a statement in response to the petition launched on the 15th January for a vote of no-confidence against him.

The statement reads:

I consider it an enormous privilege to be a trustee of Lancaster University Students’ Union. Since I joined the Board in 2014 I have been lucky to work with some incredibly talented trustees, officers and staff, who are dedicated to improving the lives of students at Lancaster.  

The petition is based on a fundamental misunderstanding about my powers and authority, both as a trustee and as Vice-Chair of the Board. I cannot take decisions on my own that would fall under the remit and authority of the Board, and all trustees are collectively responsible for the actions of the Board. I am one of up to 14 trustees, all of whom have an equal vote on decisions put to the Board. This includes decisions on actions and policy, and also processes (such as the appointment of trustees and publication of minutes). However, the proposer has taken the time to submit the petition and make the accusations, so I will attempt to answer each of the points raised. 

Minutes 

Release of the minutes is a decision for the entire Board and I have no power to force the Board to make any such decisions. I have been working hard to get the Board to approve and publish the minutes of its meetings in a timely manner. 

It is not a breach of either the Articles of Association or the Accountability and Transparency Bye-Law to release redacted minutes. It is entirely appropriate to redact minutes when the discussion during the meeting includes information that cannot be released into the public domain. This includes information that is commercially sensitive and therefore could cause a financial loss to the organisation if it were released. I have worked closely with the Chair of the Board and the other trustees to reach a point where we can redact as little as possible from the minutes relating to the Sugarhouse negotiations whilst protecting the financial interests of the Union. 

Live streaming of Board Meetings 

Live streaming of Board meetings is also a decision for the entire Board. However, I will explain my views on the matter in the interests of transparency. 

There are a number of reasons why it is not possible to livestream Board meetings in any meaningful way. 

The Board operates, and must operate, under the principle of collective responsibility. Charity trustees have a legal duty to make decisions collectively and they all share responsibility for their decisions. What this means in practice is that whilst trustees may (and often do) disagree on things, once a decision is taken by the Board we all must accept and support that decision, or resign from the Board. This requires honest and frank discussions, during which trustees make their opinions about matters clear. After the vote these are put aside and we work together to support the decision. If these discussions were public, then collective responsibility would be fundamentally undermined because any dissent during the discussion would be in public view. 

Furthermore, it could limit the quality of debate and therefore decision-making in the Board by curtailing open and honest discussion and discouraging compromise. Trustees could be discouraged from disclosing certain information or sharing certain views that could be misinterpreted or considered controversial but are nonetheless vital to the matter being discussed. 

Live streaming Board meetings would also prevent staff from contributing to discussions, as the Union’s Staff / Student Protocol Bye-Law states that: “Staff members will not take part in public discussion of LUSU policy issues, nor give public expression to views contrary to the policies of LUSU.” Staff members prepare and present papers in meetings and trustees need to be able to ask questions to the people who work in the Union on a day-to-day basis, and who hold key responsibilities for the running of the organisation. 

There are also several categories of confidential business that cannot be discussed in a public forum. Any discussion of these, or items which may relate to these and therefore require information about them to be included in the debate, could not be live streamed. Examples would include items that are commercially sensitive, those that relate to HR and staffing matters, or incidents that could cause significant reputational damage to the organisation or individuals. 

Referenda and Charity Law 

My comments at the AGM were not based on my interpretation of charity law, but on advice from the Union’s solicitors. The advice was clear that the introduction of binding referenda results would remove the discretion of trustees in an unacceptable way.  

It is possible to have certain key decisions of the Board be subject to approval from the membership before they can be implemented, as is already the case with changes to the Articles of Association. However, this was not what was being discussed or proposed at the AGM. 

The quote from the Charity Commission operational guidance has been taken out of context and used in a misleading way. The next sentence in the guidance document states that: “Trustees should consider whether endorsing or implementing all or any part of a motion may be seen to unreasonably limit the discretion of the trustees’ decision making.” 

The allegation that I attempted to manipulate students in relation to this matter is absolutely incorrect. 

Trustee Appointments 

Trustee recruitment for Student Trustees and External Trustees happens through the process outlined in the Articles of Association. Each appointment requires a simple majority vote of the Appointments Committee and then a two thirds majority of Executive Committee.  

Appointments Committee is made up of 1 External Trustee, 1 Student Trustee, and either Vice President Union Development and Vice President Welfare and Community (for Student Trustee appointments) or President and Vice President Union Development (for External Trustee appointments). I have never been a member of the Appointments Committee. 

Executive Committee is made up of the Full Time Officers and Part Time Officers, along with 2 Faculty Reps and 2 College JCR Presidents. 

As such I have had no control over the appointment of trustees. However, I will take the opportunity to comment on the specific examples raised. 

Student Trustee Recruitment 

As I mentioned at the AGM the process for recruiting Student Trustees was undertaken last term (applications closed on 18 November). It was not possible to complete the recruitment by the deadline stated in the motion because applications had to be open for a certain amount of time, received applications shortlisted, and then candidates invited to interview with enough time to prepare. After Appointments Committee had made its decision the names of the successful candidates were sent to Executive Committee in December, but they were unable to consider them before Christmas. Executive Committee met on 14 January and decided not to approve the appointments due to the motion calling for a majority of trustees to be elected by students that was passed at referendum last term. This means that the positions are still vacant.  

External Trustee Recruitment 

I feel very lucky to work with the External Trustees on the Board. The Board needs External Trustees to provide skills and experience that are necessary to run an organisation of this scale and complexity. All trustees declare any conflicts of interest upon their appointment and update these as and when they change. 

Mark Alexander has provided invaluable service to the Board, both as a trustee in general and as someone with considerable expertise in property law. The allegations about Mark in the petition are completely and categorically incorrect. There was no report from Mark that decided to sell the The Sugarhouse. The decision to enter negotiations for a potential sale was taken by the entire Board after an offer was received from an interested developer. Mark has had no professional interest or connection to the potential sale. Information about Mark’s professional background is available for everyone to see on the Union’s website. 

Professor Amanda Chetwynd brings considerable experience in the higher education sector and an in-depth knowledge of the University, both of which are extremely valuable to the Board and the wider organisation. She did not join the Board until she had retired from the University and has acted with the highest standards of professionalism and integrity at all times. She cares deeply about the students at Lancaster and her experience of running large, complex organisations is yet another strength that we are lucky to have.  

Aparto 

The marketing contract with Aparto to promote Caton Court was discussed by Executive Committee. It was not submitted to the Board for approval because the value of the contract was small in relation to the turnover of the Union’s commercial operations. Whilst the Board are made aware of agreements or partnerships with commercial organisations, it would be inappropriate for the Board to have to approve every commercial decision taken within the organisation. The Board has robust processes in place for the oversight of commercial operations to ensure regulatory compliance, manage risk, and to protect the Union and its reputation. When it became clear that there were serious problems with the accommodation the President took decisive action to suspend the contract. 

Election Rules 

This again is a matter for the entire Board. 

There does appear to have been a failure by the Deputy Returning Officer to submit the rules to the Board for approval on an annual basis. However, the campaigning rules have been in place for several years and have not required significant amendments in this time. 

Similarly, the Union has a long-standing arrangement with the NUS under which they provide the Returning Officer for our elections. This is a system used by a number of other students’ unions across the country. 

Future Reforms 

With regards to future reforms of the Union, I do not have the power, either as a trustee or as Vice-Chair to enact any reforms by myself. Furthermore, I firmly believe it is not the role of trustees or even the Board to lead the process. The Board has to approve the process by which reforms will be undertaken, and resource it appropriately. However, it is for students and student representatives to lead the process and decide how they wish to be represented and their Union governed. 

The Board agreed to undertake a governance review at its December meeting. We should soon be in a position to approve a proposal for how this will be done and the level of funding required. I hope that it will be a broad review with student engagement and consultation at its core, and that is what I will be pushing for. It is also an opportunity to bring in external expertise and give us the chance to look outside Lancaster to learn from the best of what other students’ unions are doing. 

AGM 

I was not responsible for the organisation of the AGM. This was an operational matter that was handled by officers and staff. I was surprised when I learned that the University had prevented the use of the Great Hall for the meeting, as I felt that this was the appropriate venue given its larger capacity. I encouraged officers and staff to challenge this in order that the maximum number of students could attend in person, and I was pleased when they were able to secure the use of the room. The ticketing system was introduced due to concerns about safety for such a large event that was likely to approach the capacity of the venue. It was categorically not done to discourage attendance, but done as a way of facilitating the attendance of as many students as possible. I was delighted by the turnout at the event and am extremely grateful for the hard work that officers and staff put into organising, promoting and running the event. 

I stand by my comments about the use of The Sugarhouse. If it was sold then I would be interested in what the Union did with the revenue from the sale to improve the student experience, rather than what becomes of the site. 

I take my duties as a trustee very seriously. I always approach the role in a professional manner and give it the care and attention that it deserves. I have at all times acted in what I believe to be the best interests of your students’ union and the pursuit of its charitable objectives. I’m proud to be a trustee of your union, and I enjoy the challenges the role brings and the opportunity to make a difference for students at Lancaster. 

– Graeme Osborn

Williams responded to Osborn’s statement on the 27th of January, stating:

I welcome the response from Graeme Osborn, although I regret that it took a VNC petition for him to engage in some basic transparency. What he did not mention is that I raised many of these points with him directly in December, and he refused to reply.

I appreciate that Mr Osborn is a volunteer, and has given many hours to the governance of LUSU, although whether that has been good governance is for my peers to decide. I believe his response generally misrepresents the balance of power on the Trustee Board, and on Trustee Boards generally. Issues with charity Trustee Boards are well documented and I would find it very hard to believe LUSU is any different.

I remain convinced in the value of greater transparency in the commercial sphere, which would have allowed us to avoid terrible decisions like the Sugarhouse sale. Those present at the AGM would know that his issues with livestreaming the Trustee meetings could easily be worked out if he was willing to engage in good faith.

I reject the notion the Charity Commission quote has been taken out of context. My point still stands even when it is placed in context, and Trustees could still implement changes so that a referendum is binding so far as they agree that either outcome would still be in the interests of the charity. They delegate decision-making to sub-committees on a regular basis, delegating it to a referendum would be no different.

The suggestion that there was no report that decided the Sugarhouse sale conflicts with the Trustee minutes and also emails revealed under FOI. Perhaps he would like to set the record straight once and for all by being transparent about the sale timeline?

It is telling that Mr Osborn has even admitted a failure to oversee elections properly. I believe this is quite a serious admission. As I pointed out, this is a legal requirement.

He says it is not the role of the Trustees to lead the process on future reforms – so why has the Board appointed an external consultant? The actions of the Board seem to conflict with what Mr Osborn is saying. If he cannot respect the collective decision-making of the Board, maybe he should resign.

It is clear Mr Osborn takes his duties as a Trustee very seriously, and I appreciate the dialogue he has now begun. It is now for fellow students to decide on the basis of the statements whether or not he should be subject to a Vote of No Confidence.

Andrew Williams

The petition on the SU website currently stands at 61 signatures.

This is an ongoing story.

Ruth-Anne Walbank

My name is Ruth, and I'm the Editor of SCAN for 2019-20. I have been the Arts and Culture Editor in 2018-19, and the Deputy Arts and Culture Editor before that. I've written over 80 articles for SCAN across a variety of sections.
If you have any questions about the newspaper, feel free to message me!

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