Why the NAEA/ Propertymark board has questions to answer (and why I previously resigned as President Elect)
The recent headlines and news stories in Property Industry Eye and other professional journals concerning my, and other long-standing members including past presidents, deep misgivings over the manner in which the board and executive of Propertymark has conducted itself are not a topic I had hoped would have to be aired.
Despite what some may think, I prefer to achieve results by friendly, professional, informed debate and honest discussion in the correct environment for a particular discussion, whether that be in private or, an open and transparent membership forum. However, when faced with an asymmetric balance of power and funds, I will use such approaches as I deem reasonable in order to achieve my objective whether that be exposing a PLCs’ misleading statements or raising honest concerns over the way a membership organisation and its members that I faithfully served at the highest level for many years is acting questionably or outside its terms of memorandum or association and rules.
I will explain why I believe the Propertymark board and executive have broken the associations own rules in a number of areas below however, as someone has already correctly pointed out on EstateAgentToday, this is not the first time I have had a disagreement with the NAEA and I believe now is the right time to set the record straight on this matter.
During my time as an NAEA/NFoPP board member, chair of NAEA HomeLink and other committee posts, I ran for and was elected into the position of Vice-President and President Elect of the association. At that time, I was also running my own estate agency business in West Cornwall and consulting to RBS and Tesco on their estate agency project. All of my work and interests were fully declared and minuted. Where I believed there may be any conflict of interest, I ensured I excused myself from that meeting entirely or, in part. This can be verified by Richard Hair PPNAEA (Honoured) and Mr Peter Bolton-King FRICS.
During this time, I was also approached by a company called PowerShift to work with them to deliver video content for estate agents. The company was (and remains, I believe) based in Leamington down the road from the NAEA HQ. I brought with me to that job a colleague who I had worked with closely at Tesco/RBS for his skills and contacts for finance raising, IT infrastructure and contacts within the city. The company, wanted to pay us in shares and a very basic salary as it was suffering a funding issue but to write this down as expenses on his balance sheet, rather than as a salary. Both of us made clear that we would not be party to anything that might involve deception or wrong-doing and made it clear we would be happy to take a share option at a later date but, in the meantime, take our travel, basic time and accommodation expenses only in lieu of salary to help the business get off the ground. This was fully declared to the then CEO Peter Bolton-King the board and presidential team.
After a period of time and close working relationship, and with large contracts looming, The Powershift team reneged on its promises and my colleague and I parted company with the firm. In the meantime, my colleague and I had also been made aware of anomalies with accounts for a previous accounting period with the firms Directors which troubled us. As much of this as was commercially non-sensitive, I also declared to the NAEA/ NFoPP board and presidential team at the earliest opportunity.
Powershift had wanted to be very closely involved with the NAEA and was concerned enough that my position on the board may affect their business ambitions that they filed a complaint of misconduct to the NAEA that I had double declared expenses showing their books as evidence that I had claimed mileage and accommodation for a trip to Powershift, at the same time as I had claimed mileage and accommodation from the NAEA (all board and presidential team members bar the CEO were voluntary posts with no pay at that time). I believe the total claimed from the NAEA by me for the period in question was in the region of £130 mileage or so plus food and accommodation for a properly convened committee/board meeting at Arbon House.
As president elect at the time, I was asked how I wished to deal with the matter and I said I believed a disciplinary hearing was the best way to transparently air the claim and clear my name. I informed the team that was to deal with the matter that there was a possible pending legal* case being brought between Powershift and my colleague and I for breach of contract however, as no such case was in existence at that time, I wanted the timing of the hearing to be brought forward.
In the short period between the complaint being issued, the pre-hearing process and the hearing date itself, a legal claim had been brought and the matter was subject to county court action*. I declared this to the Disciplinary committee and expected the hearing to be halted awaiting the outcome of the court process.
Contrary to the rules in place at the time, it was decided that the hearing go ahead. I strongly protested this but chose to attend as I was informed it would go ahead in-absentia in any case. During the hearing the disciplinary board extraordinarily permitted me to be cross-questioned by the complainant but refused me permission to cross-question him. He produced ‘evidence’ showing he had marked down my time claim as mileage and accommodation in his books rather than as for my time spent travelling and consulting. My colleague from Tesco/RBS could not attend as a witness in my defence as, he said, to do so, would have alerted his employers to unauthorised work which could, potentially have cost him his job and pension.
So, facing a board that was convened against NAEA disciplinary rules*, being unable to cross question the complainant and, having been let down by my colleague, I was subsequently found in breach of the NAEA rules and given a brief suspension. The suspension in question would have run for just long enough to overlap the period of my inauguration as president that year.
Whilst I strongly protested (and continue to protest) my innocence of the charge and of the legality of the disciplinary process, I took advice from a respected chambers and was informed I had a cast iron case however, I did not have enough funds and my personal/ family situation at the time decided me that I should simply resign my position and membership I protest at my treatment but to save the association any embarrassment, which I did.
I had been passed a smoking gun and had, perhaps naievely allowed influential board members who had made it clear they saw me as a threat to personal ambitions and private ‘dalliances’ being exposed or frustrated to seize an opportunity to take action. This was at the time of the birth of PropertyLive which could have been a genuine challenger to an increasingly powerful Rightmove and the then lesser known Zoopla. The association having spent significant sums on the development of and time on what would have been a superb portal for its members and helped to protect consumers; certain board members suddenly appeared to have a change of heart and the project was shelved. I have my theories on the how and the why however, I have no proof so will say nothing more.
As to my guilt or otherwise, I will leave that to the reader to decide.
*Under NAEA rules in force at that time, no disciplinary hearing was permitted to take place whilst there was a legal dispute between the parties involved.
Why the current board has questions to answer on the conduct of the election for Vice President and the AGM. Copies of letters sent by the author to the board of the NAEA/NFoPP and Mr Thornton acting as the associations solicitors:
Dear Mr Thornton
I write in connection with the National Association of Estate Agents (NAEA Propertymark) and the process of election of officers for the coming year. In particular, the election of the position of Vice President. I am now formally calling for this process to be halted and for the board* to be suspended pending a disciplinary hearing, as such actions are contrary to the associations memorandum and articles of association unless and until amended and approved at the forthcoming or future AGM.
It has been an historical constant within the association that the position of Vice-President has simply required a prospective candidate to be nominated by a member of good standing of Fellow grade or above. Any such names are then put forward to the membership for election. No other process of interview.
Having consulted widely with senior and long-standing members of the association, there has never been an occasion in the collective memory when the executive has actively, overtly and successfully prevented a member standing for election. To change such a method of election* is specifically prohibited without a special resolution at an AGM and, is thus a breach of the rules of the association by the board under section 60.
“…provided always that the Rules from time to time in force shall not be repugnant to the Memorandum of Association or these Articles and that no Rule shall have any validity or effect which would amount to such an alteration of or addition to these Articles as could only legally be made by special resolution of a General Meeting.” Link: http://www.propertymark.co.uk/media/339974/nfopp-memorandum-and-articles-of-association.pdf#search
*I believe that the board is claiming that section 30 of the Mem and Arts’ as the authority for this change to the method of election however, no such changes can be made without reference to the AGM as demonstrated by the request for the changes to the constitution of the board at this years AGM. This board also includes two of the candidates who are standing in this election which raises potentially serious questions of a conflict of interest in itself.
On Fri, May 19, 2017 at 11:22 AM -0400, “Chris Wood” <firstname.lastname@example.org> wrote:
I write in connection with the letter I have received today from Christopher Hamer informing me that the interview I attended at Arbon House had been unsuccessful.
The process candidates have currently progressed through is:
- Nomination by another NAEA member
- A secretly held panel discussion by persons unknown to decide if suitable to progress to the next stage
- An invitation to interview at Arbon House
The next stage (as is clearly defined in the Mem and Arts), is that of election at the AGM
Given our exchange of emails and subsequent heated conversation raising concerns over your conflict of interest (as I see it) prior to that interview, I was not entirely surprised to receive the letter. I am concerned however, as I am not sure under which rules or articles of the association the process candidates have been through applies. I believe the process as implemented is unconstitutional and I am calling for the election process to be halted.
I have spoken with the associations lawyers this afternoon and they were clearly unaware of the voting process but felt that section 30 might apply. However, section 30 applies to the rules and regulations constitution and regulation of divisions and not the process of the election of a Vice President.
I would hope and expect that the board of the NAEA does not believe it lawful, democratic or equitable for the board to effectively decide by secret committee which, if any, nominees they will allow to stand for election at the AGM. Such is the way of a one party state.