In which I look at the SFL notice of meeting and discuss, in this part, whether the SFL has been correct in, allegedly, telling Dundee that it cannot vote at Friday’s meeting.
I suggest that of all the SFL members, Dundee appear to have the least “conflict”, on the basis that they are to be promoted. In that case why did the SFL tell Dundee it could not vote?
Thanks to Alex Thomson of Channel 4, we have seen the Notice of the Special General Meeting at which the SFL will consider the future of Sevco Scotland Ltd in Scottish football.
I reproduce the text below, and my comments come after the document.
Subject: SFL Special General Meeting – Friday, 13th July, 2012
Dear Sir or Madam,
NOTICE OF SPECIAL GENERAL MEETING – SCOTTISH FOOTBALL LEAGUE
Notice is hereby given that a Special General Meeting of The Scottish Football League will be held within the Bell/Baird Suite on the fifth floor of Hampden Park, Glasgow on Friday, 13th July, 2012 at 11.00 a.m. for the purpose of considering and, if thought fit, approving the following proposals:-
(i) That the Scottish Football League Members agree to admit Sevco Scotland Limited as an Associate Member and agrees to permit Rangers F.C. to play in the League during Season 2012/13.
(ii) That the Scottish Football League Members direct the Board of Management of The Scottish Football League (the “Board”) to provide that Rangers F.C. shall play in the Third Division of the Scottish Football League during Season 2012/13 unless the Board shall have to its satisfaction negotiated and reached agreement with The Scottish Premier League and The Scottish Football Association on a series of measures which the Board shall consider to be in the best interests of the game, how it is structured, how it is governed and how it is financed, whereupon the Board shall be authorised to provide that Rangers F.C. shall play in the First Division of the Scottish Football League during Season 2012/13.
(iii) That the Scottish Football League Members in terms of Rule 12 approve the resignation of either Dundee F.C. or Dunfermline Athletic F.C., whichever shall be admitted to join the Scottish Premier League for Season 2012/13, such resignation to take effect as at the date of admission of such club to the Scottish Premier League, notwithstanding that the requisite notice under Rule 12 shall not have been given. Details of the series of measures referred to at (ii) above shall be made available to the Members in advance of the meeting and an opportunity for full discussion of those measures will be given prior to the proposals being put to the meeting.
In accordance with the terms of SFL Rule 53, your club must send one representative to this meeting and I would be most grateful if you could advise me of the name of your representative by return.
A buffet lunch will be served at the conclusion of the meeting.
David A. Longmuir
Chief Executive, SFL.
Where are the Rules which govern this situation? They are contained in the Constitution of the SFL. The relevant rules are reproduced at the end of this piece.
In the absence of any rule to the contrary therefore, it is up to the members of the SFL, by simple majority in a secret ballot to vote on the Resolution. Unlike the SPL vote where a certain percentage was required in favour of the resolution, so that an abstention had the same effect as a vote against, all that is needed here is a simple majority of the votes cast.
The matter is complicated by the rule which requires all thirty members to attend and to vote, but as it is a secret ballot, one wonders how the SFL would know who had spoiled their ballot paper, if that should happen!
In any event, it seems that at least some of the SFL members will not vote, for various reasons.
Are Any Members Barred From Voting?
According to the BBC, Dundee FC says that it has been told that it cannot vote. Their CEO Scot Gardiner is quoted as saying:-
“The initial advice was that SFL rules clearly state that, save in extraordinary circumstances, all members must vote and cannot abstain, such action would incur a heavy fine and there was an existing precedent.
“Prior to the meeting [on Tuesday] however and following discussions with the SFL office bearers and their legal team, we were informed that these were extraordinary circumstances and there was indeed a clear conflict of interest and it would be against natural justice for us to vote.
“We could take part in the debate but not the vote. We were the only team in Division One told this as no other club was conflicted. Now that there is to be a formal vote on these matters at Hampden on 12 July, our technical position is clear.
“We do not have to abstain as we cannot vote due to the stated potential conflict of interest which would be against natural justice. This is not our choice, it is however a fact that we cannot vote.
“None of this means that we have been notified by the SPL, SFL or the Scottish FA that our status as an SFL club has changed or is due to change because we have not.
“We do hope however that this situation can be addressed as quickly as possible as it is clearly and obviously a tremendous distraction for all of us at Dundee FC with the season looming larger than ever.”
As we see from Rule 53.2 there is no “extraordinary circumstances” exemption. However, as the Board must treat failure to vote as a disciplinary matter, then in “extraordinary circumstances” one imagines no penalty would be imposed.
I fail to see how Dundee can be stated to have a “conflict of interest” in this situation, or at least any more of a “conflict of interest” than any other team. In fact, as it seems likely that Dundee will be in the SPL next season, they are probably the most disinterested member of the SFL on this issue!
If Dundee was being told that it would not be entitled to vote as it would no longer be a member by the time of the vote, that is different, but as that is item (iii) in the proposal, then they must still have a vote on items (i) and (ii).
Which SFL members have an “interest” in the vote regarding Sevco Scotland Ltd? Every single one of them! There will be direct financial consequences for every single member of the SFL depending on the decisions taken at the meeting. Some clubs will also be affected by promotion, if SFL3 is where Sevco’s team goes, or indeed if refused membership at all.
Sevco Scotland Ltd is not a member of the SFL. It wants to join the club. I do not see how any member of the SFL can be precluded from voting. All members have an “interest” in who the new member is. I fail to see how that is a “conflict” or against “natural justice”.
After all, all the SPL members faced similar issues in the vote last week. Did any of them abstain, or state that they were unable to vote due to a “conflict of interest”? No.
The implication of what Mr Gardiner said is that the SFL have told Dundee it cannot vote. What if it tries to do so? I do not see anything in the SFL Rules that can prevent it voting. Is this a case where people are discussing what they think or hope the rules say, rather than what they do say?
Perhaps Mr Longmuir of the SFL might clarity this issue publicly prior to the meeting?
Airdrie United too have said that they will abstain. Their Chairman, Jim Ballantyne, said:
“We are going to abstain from voting because Airdrie could benefit from a particular decision.”
It could be argued that the Board of Airdrie United, by refusing to vote on an issue which could materially affect that company is in breach of its duties to act in the best interests of the shareholders of Airdrie United!
Stranraer stand to benefit by promotion to SFL2 if the new team goes to SFL3. It was reported that Stranraer was opposed to admission to SFL1. I have not seen any suggestion that Stranraer will abstain, or must abstain.
Normally the decision about who can, and cannot, vote at a meeting s determined by the Chairman. That decision can be questioned and reviewed by a court, in certain circumstances.
The following is an example of what complication this could cause. Should the vote proceed and Stranraer, which has declared its opposition to admission to SFL1, be refused the right to vote, leading to a vote in favour of SFL1 by a majority of 1, then Stranraer, in this instance, could claim that they had been materially harmed by the decision on their right to vote, and to ask the court to declare the vote invalid, as it had wrongly been prevented from exercising its voting rights, and indeed carrying out its voting obligation!
In such an event therefore, we could find ourselves in mid-season with a court declaring that the vote admitting “Rangers FC” was invalid. The consequences for Scottish football would be horrendous.
There is a distinction to be drawn between a member being told, as Dundee seem to have been., that they are not entitled to vote., and Airdrie United, which seems itself to have decided not to vote, even if the grounds for this decision are incorrect.
Posted by Paul McConville
Under Rule 7, Sevco Scotland Ltd has applied for Associate Membership of the SFL.
The decision on that is part (i) of the motion before the meeting.
Rule 9 states:-
“The League in general meeting may upon such terms and conditions as it may think fit admit any club as an Associate Member or Member of the League and may expel any Member or Associate Member or terminate such membership or may accept the retirement of any Associate Member or Member, but subject always to Rule 126 (Reversion of Transfer of Registration Rights). Upon admission as a Member or Associate Member, the club so admitted shall become bound by and be subject to these Rules and any other Rules or Bye-Laws made by the League for the time being in force.”
Rule 53 deals with General Meetings:-
“53.1 Each Member and Associate Member must send one representative, who must be an Official, to all general meetings (and to all other meetings by whatever name called) of the Members of the League.
53.2 All representatives of Member Clubs must exercise their vote on all matters which fall to be decided at general meetings. Any Member Club whose representative fails to comply with this Rule shall be dealt with by the Board as a disciplinary matter in such way as the Board thinks proper.
53.3 Each Member Club, acting by its representative, shall have one vote on all matters for decision at meetings of the League.”
Rule 56 deals with voting:-
“56.1 A resolution put to the vote of a general meeting must be decided on a poll conducted by secret ballot in accordance with these Rules.
56.2 Associate Members shall not be entitled to vote.”
Rule 58 deals with Amendments to Resolutions:-
“58.1 A resolution to be proposed at a general meeting may be amended by a resolution if:
58.1.1 written notice of the proposed amendment is given to the Chief Executive by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place; and
58.1.2 the proposed amendment does not, in the reasonable opinion of the Chairman of the meeting, materially alter the scope of the resolution.
58.2 If the Chairman of the meeting acting in good faith wrongly decides that an amendment to a resolution is out of order, the Chairman’s error does not invalidate the vote on that resolution.
58.3 An amendment to a resolution shall be put to the meeting first and if carried, the meeting shall then vote on the resolution as so amended.”