I set out below the text of my open letter to the membership. It was originally sent to the Chairman as long ago as 10th May for publication on the website immediately following that of Gerry Gajadharsingh; but the Webmaster said on 16th May that the website should not become like a forum and proposed that my letter be published in the Newsletter. The Chairman agreed on the same date. However, just before publication of the Newsletter the Chairman told me my letter would not after all be published in the Newsletter and would be published on the website after last weekend. The weekend has passed without publication and I have received no response to my enquiry as to when my letter will be published. I would have preferred it all to have been kept in-house; but as it seems the will to publish has been lost, I feel this is the only route available to defend myself against the criticism impliedly levelled against me in Gerry’s letter.

Some of you may be confused regarding recent developments: there is the announcement on the website that the March 2013 Constitution has been restored; there is also Gerry Gajadharsingh’s open letter to the Committee; and then there are numerous posts on the Forum, following Graham Paul’s explanation for his resignation from the Committee.

What I would like to do is shed some light on it all, so that harmony can be restored to BVF and allow it to move forward.

It appears from the Forum posts that there are 3 separate issues of concern to the membership. There is (i) the “Constitution” issue, (ii) the “electronic voting” issue and (iii) the “Committee decision-making” issue. I want to make clear that my interest and concerns have throughout related solely to the 1st issue.

As far as electronic voting is concerned I have always been in favour of it. As to complaints directed against the Committee on aspects of their decision-making, these are not something of which I have direct knowledge. However, I have been intimately involved in the Constitution issue to the point of threatening legal action and I want to make clear my reasons, not least because Gerry asserts this was “a step too far” and I hope to demonstrate that this was not the case; rather there was no alternative.

There is nothing more fundamental for any institution than that its Constitution is valid and above challenge; the reasons are obvious: any decision taken in reliance on a Constitution that has no validity will itself be invalid; for example, if the new Constitution provides for a different system for elections than that in the former Constitution, then the elections under the new system will also be invalid. Chaos would ensue if at any time in the future there were to be a challenge for example regarding a selection and the member concerned were to assert that the selection and Committee itself had no validity.

Following the recent EGM to approve the new Constitution (on which I was consulted), I was approached for my opinion as to the legitimacy of the procedures followed at the EGM and whether the new Constitution was, in consequence, valid. I was not present at the EGM but, following my inquiry into the procedures, I regretfully had to advise that the new Constitution was invalid and wrote to the Committee to point this out and gave my reasons. I also suggested that the Committee should obtain independent legal advice. My advice was based solely on the process by which the new Constitution came to be approved, not, as some would appear to have misunderstood, the actual terms of the new Constitution. However, the Committee chose not to follow my advice.

The March 2013 Constitution sets out how EGMs are to be conducted; that process has to be followed precisely and it was not: there were amendments made at the EGM of some substance, not mere grammatical or clerical corrections. This was pointed out by 2 members at the EGM, but no corrective action was taken at that time.

The validity of the Constitution being of such fundamental importance, I decided to seek the opinion of an experienced Chancery barrister. He confirmed my advice that the new Constitution was invalid and for the very reasons I had given. With that endorsement I went back to the Committee, but the Committee decided once again not to follow this advice. It was at this stage, with nothing other than the best interests of BVF at heart, I decided there was no alternative but to threaten the Committee with legal proceedings for a Declaration that the new Constitution was invalid and for an injunction to restrain the Committee from proceeding with an AGM based upon it. There was simply no other way to prevent the Committee from going ahead with an AGM in reliance on a Constitution that had no valid legal basis, with all the problems this could create in the future.

I gather that as a result of my actions the Committee sought independent legal advice which confirmed the advice I had previously given.
With that independent advice the Committee reinstated the 2013 Constitution and I was subsequently thanked for bringing these concerns to the Committee’s attention.

I hope that this letter now clears up any misunderstandings about what occurred and why I had to take the steps I did, which were at all times with the best interests of BVF in mind. I am pleased that the Constitutional issue is now being resolved and, hopefully, this issue can be put behind us and we can all move forward.