Déjà vu…

AGM (Annual General Meeting), EGM (Extraordinary General Meeting), Transparency

…or why you should VOTE (AGAIN) AGAINST Resolution 2 on Written procedure at the upcoming AGM!

As science fiction memes go, especially those inspired by The Matrix, I must admit that I have seen much, much worse.

I’m of course referring to the APEEEs proposal for the next AGM to introduce in the statutes a possibility that the APEEE board takes decisions through a written procedure. What makes it such an extraordinary Déjà vu moment is that an almost identical version of this resolution had been tabled at last year’s AGM, but the required 2/3 majority of APEEE Class Representatives did not support this resolution. Fast forward one year, and here it is again! You should ask yourself why.

In 2019 Belgium modernised its ASBL law. One of the new features of the law is the possibility for ASBL’s to vote by written procedure. There is however one condition for a vote by written procedure: it should be unanimous. Meaning all board members need to vote yes. If there is no vote or abstention, the decision will not be adopted.

It can be argued that the Belgian law is exaggerated: surely the need to have 100% of positive votes to approve a written procedure is an unreasonably high number. The Belgian legislators are of the opinion that debate and discussion must be part of any decision making procedure. Discussions need to take place in real time. Only when everybody agrees, no discussion is needed and a decision can be taken by written procedure.

Of course the proponents of this resolution will advocate that the board needs to be more agile and that it needs swifter procedures to be more efficient and effective. But rest assured: this argument is a fallacy, and here is why. The APEEE board is a strategy decision making body and oversees a paid director and a secretariat with enough staff to ensure the proper running of its daily operations and services. For pedagogical matters there are different working groups. The Board should not be involved in the day to day management of the organisation. Therefore, it should not need to make any urgent decisions outside of its meetings. If the Board needs a written procedure to function properly, parents should seriously get worried. Because it means that either the APEEE secretariat and staff is doing an incompetent job and needs daily guidance and assistance. Or, probably more likely, the Board is micro-managing the organisation. 

One of the other reasons why the Belgian legislator wants unanimity for decisions by written procedure, is because decisions by written procedure are open for manipulation.

With this in mind, let’s look closer at the proposed resolution. It proposes that “The decision is adopted if […] at least half of the members plus one has voted and a majority of those voting is in favour.” This means that in theory in a board of 25 members a decision can be approved by a mere 7 members of the board (Minimum quorum: [25/2]+1= 13; Minimum simple majority: [13/2]+1=7). So, not only does the proposal distort the law, it does so in a tremendously spectacular way, by potentially allowing decisions to be adopted by less than 1/3 of Board members. By simple email, without any discussion!

Furthermore, there is a very big omission in the proposed text. Who decides on what can be proposed for a written procedure? Can any board member do so? Will it be restricted to the chair? Without clear rules defining who may launch a written procedure there are considerable risks that these could be launched by any Board member during a vacation period and many may not even be aware the procedure is ongoing. By the time you are back from leave, the decision is adopted and there is nothing you can do about it.

In the last couple of years transparency has been drastically reduced in the APEEE Woluwe:

  • Since April 2020 there is a confidentiality agreement: Board members who sign the confidentiality agreement commit themselves not to disclose information to the parents.
  • In December 2020, parents called for an Extraordinary General Meeting (EGM) to discuss the confidentiality agreement. The board never organised this meeting. Having a meeting would have meant an open discussion with the parents. Something the board apparently tries to avoid at any cost and with any excuse.
  • The Board has been pushing for a code of conduct for over a year. Parents expected that it would be discussed at the general meeting but that would have meant another discussion with the parents. Instead the board first tried to hide the text from parents and then established an extremely complex consultation procedure, just to avoid a discussion at the general meeting.
  • In December 2020 and October 2021, the Board members voted to temporarily delegate their powers to the bureau. This meant board members incapacitated themselves and that discussions and decisions could have been taken out of the board and into the bureau, where meetings are not recorded and no open minutes are provided.
  • In October 2021, the Board had to vote on the APEEE budget of 8 million EUR. Before the vote, the Board – brace yourself – voted not to have a discussion about this budget!

This list could go on…

The possibility to vote by written procedure under the conditions in the current proposed resolution, would result in more of this. Avoiding discussions in Board meetings is surely very appealing as it would facilitate taking snap decisions without debate.

When you have to vote on this resolution on the 3rd of February, ask yourself this question: What is better for the parents: decisions taken by a broad group of people after an informed debate of ideas? Or decisions taken in a very short period of time without any discussion?

So, bravo APEEE Board!!! You have just been awarded the Cork Oscar for the best Déjà vu! moment of the season. Again, our prizes are environmentally friendly and are only provided digitally. Please feel free to print and hang on your walls… or even better, save a tree and just use it as a screensaver, or a desktop background!