SFL Meeting 13/7 – Part 1 – Why Can’t Dundee Vote on Sevco Rangers?

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.

Kind regards,

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.”

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28 Comments

Filed under Charles Green, Football, Football Governance, Rangers, SFA, SFL, SPL

28 responses to “SFL Meeting 13/7 – Part 1 – Why Can’t Dundee Vote on Sevco Rangers?

  1. Schneeb

    There appears to be no way to include Sevco in any division without the very real risk of successful court challenges. Then, as you state ‘The consequences for Scottish football would be horrendous.’

  2. NeFisher

    Paul, Looking at the notice Of the SGM, I find it strange that resolution 1 comes before resolution 3. what if resolution 1 is pasted but 2 & 3 fail, You would end up with 31members but another rule ( 5, i think) has it apparently limited to 30. Could resolution 1 be challenged as potentially a change of rules and would this require a different percentage vote

    I cannot help thinking it is being done this way is to stop any other clubs being able to apply. A fix being put into help Sevco Scotland have a league to play in, the SFL board should be hanging their heads in shame about the resolutions for this SGM.

    • cmh64

      I found the order of resolutions very strange too. Unless Dundee (or Dunfermline – I still think they have more than a fair shout for consideration) are put into the SPL there isn’t a vacancy in the SFL to be voted on. This absolutely stinks and I agree the SFL board should hang their heads in shame. Sadly they seem to have no idea of the concept.

  3. mick

    the scottish football fans at junior level are mounting legal challenges ,they and other scottish fans are gathering cash and looking for legal advise and support spartans and cove rangers are mentioned a lot if you feel you could help a small club mount a challenge for free contact there chairman and they would happily take yous up on the offer .its stated in law you need 3 years accounts and a licence to enter senior soccer so the sfa and sfl big wigs are breaking laws and spoiling the chance created by rfc for smaller teams to apply its outrageous

    • Jack Sparrow

      Which SFL/SFA articles state that a club needs 3 years accounts? I have had a look at the SFL constitution which 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”

      No mention of having to have 3 years accounts.

      The SFA share is different. As that would be a transfer of the share from the oldco to the newco, and Article 14.1 covers it, to paraphrase (because the bassa won’t let me copy/paste) that the member’s share can be transferred to another entity for the purposes of internal solvent reconstruction, with the permssion of the SFA board, and that the board can reject or grant the application on terms they see fit.

      Again, no mention anywhere of having 3 years accounts to apply to be a member, regardless if the applicant club is an established non-member club or an insolvent club transferring an existing membership to a new entity.

      Even the SPL membership criteria in their rules don’t seem to mention 3 years accounts. Perhaps you could point me in the direction of where you saw this “fact”..?

  4. p groom

    paul I am sure you are but just in case… I trust you are aware that the vote at para (ii) if passed in favour , authorises the sfl BOARD to then do the bidding of sfa and spl, ie “provide” for sevco to go into div 1. thus the 30 club reps give or take 1 will not be voting on the actual issue; only on a decision to let another organisation make a decision , which by all accounts has already been decided by that other organisation. this is jiggery pokery on an industrial scale.

  5. mick

    sevco do not fit the critria to enter at div3 as they have no accounts also there is tax cases out standing no clarity on who sevco are so there hasent been a fit proper person report and due diligence test on them so its well wrong also uefa and fifa could step in and close scottish soccer down for a while till all the cheating is sorted out uefa club liecence article 12 is not a rule to be broken

  6. mick

    uefa club licence article 12 is not flexable if you break this law your country is liable to punishment via uefa ,sevco bring scottish soccer down with it ,yes in deed and its backed by sfa and spl and sfl suits ,why take the chance

  7. mick

    sevco media have a thread up and running the enemy within ,what gives them the right to think they own this country there sick and havent learned athing throw out this its the most racist posts ave ever seen ,they might have ruled the roost in past time but in the millinenium scotland is a diverse universial country trying to shake of the tag as small minded ,the main reason sevco should not be allowed in any league is they blackens scotlands image at every turn 1 scotland many cultures give racisism the red card say no to sevco

  8. mick

    the millinenuim scotland proud to be universial ,glasgow celtic proud to be interracial :-0

  9. JimBhoy

    Sounds like legal action very probable that could see newco thrown out, more disruption. With Green and another board member speculating at the worth of Rangers I expect the liquidator could take action to get a better deal, more disruption. The appellate case should see newco suspended, more disruption, The dual contracts should see them turfed out for at least a year, more disruption. Fans not buying season tickets, sponsors will be next to go, no funds for newco, failed shares sale, club in administration, more disruption. I think they will be lucky to be playing football after xmas, if at all.

    • mick

      jimbhoy your thoughts are spot on there playing with a legal mind field

    • gary brown

      if rangers end up in the 3rd division,transfer ban,massive fine,then what punishment do they get if found guilty of all these investigations.what else can they get

  10. ADM

    When I saw the Scot Gardiner quote, my first instinct was to assume there was a confusion over timing, in that if – as at one time seemed likely – the SFL clubs would have a vote before the SPL clubs, then Dundee would have had a clear conflict of interest, since the SFL indicating they would accept Sevco in Div 1 would have made it likelier that Dundee would be accepted in the SPL. (However, that doesn’t alter your point that there’s no real procedure for telling someone that they can’t vote.) I’m expecting the SFL to back off from this before Friday – if I was Scot Gardiner, I’d be working on the assumption that I need to know what way I’m planning to vote…

  11. ADM

    Should of course be “if the SFL clubs had had a vote before the SPL clubs”

  12. mick

    bdo time the morra alex thommos saying on threads he wonders what they will make of 5mil for a 50 mil package ,nice to see msm quoting from the site articles over the weekend ,not only is the little man getting the truth on here but now msm are useing it as a referance of truth factual secondary data well done paul

  13. I really wish the SFL clubs would send their club mascots, in full costume, along to the meeting on Friday. The SFL have treated them with utter contempt, so why should they not reciprocate?

    • Althetim

      Comment of the day, in my opinion. With your permission Alistair, I will steal this gem and include it in my email to the SFL chairmen.

      Great work again Paul McC.

  14. Moomins

    I’m not convinced the conflict is related to the potential promotion. Would it not be because Dundee FC are still under Voluntary Arrangement and its felt that one club still in recovery from an insolvency event should have no say in what happens to another club in what the league appears to see as the same situation.

    The SFL need to clarify this. It seems Dundee were only told they were conflicted, and not the reason why. It can’t be because of the potential promotion, else Dunfermline and all the other clubs which would benefit would have the same restriction.

    Anyhoo, thats just the way I see it. Not that I agree with it.

  15. Hugh Jarse

    I am weary. The MSM is grinding me down with the nonsense continuously reported, even the bias in the BBC reporting is getting to me. On top of that The continuous stream of outrages being planned and carried out in favour of Rangers (IA) and Sevco by our “governing” bodies leaves me with little outrage left to react.

    It didnt have to be this way The issues left by Rangers’ decade+ of cheating and subsequent large and messy insolvency were, in fact, straightforward to deal with had the authorities just put first things first. The outcomes might not have been to everyone’s liking but they would have been just.

    That the SFA, SPL and SFL have all continually pursued an outcome and then tried to find a process to fit has just made things worse. For everyone. Including the Club formerly known as Rangers – not least because the only just outcome involves no Rangers or successor club playing anywhere in Scotland next season.

    Division 3 which would probably have been a reasonable proposition if proposed as recently as a month ago is now badly tainted by the bullying, intimidation, bribery and corruption pursued over that period.

    Bottom line is that Rangers are dead and Sevco does not meet the requirements to join any senior league for the 2012/13 season. At this late stage even fudging them into Division 3 will likely low up in everyone’s face.

    Scottish football would be best served by:
    1. Sevco being denied membership and the leagues shuffling membership accordingly, and adding an appropriate team to league 3 for the upcoming season
    2. Full independent investigation of all open matters in relation to the management and actions of Rangers over the last decade or so, the takeover by Whyte and subsequent administration, the conduct of the insolvency and subsequent asset sale to Sevco. Sanctions to be applied to (even if effectively meaningless) and individuals as appropriate
    3. An independent review of the actions of the SFA, SPL and SFL boards and senior executives. Followed by, one would expect, a fairly full on cleansing of those posts.
    4. A properly constituted review of the SFA league and governance structures including many of the reforms already mooted.
    5. Efforts by fans of the former RFC to reconstitute a club that is worthy of their support – possibly even acquiring Ibrox once it’s ownership is settled.

    • Hugh Jarse

      I should add that I think no football for Sevco is the only just outcome based on where we are today. I am not suggesting that no football for Rangers or successor was always the only just outcome.

      Most importantly, Rangers fans, along with these so-called ” Rangers men” with the money, need to sort themselves and work out what form their new club, if any, will take. I don’t think they can sort this out in under 3 weeks!

  16. mick

    if dundee are not to vote what about chiarmen that had rangers shares and there are lots its all over the net is this a conflict of intrest ,also did any referees have shares but did it via lawyers sos not to be in the public eye about it ????

  17. mick

    its one can of worms after an other we will be the biggest exporters of silk this year a think .

  18. Stuart

    What happens if proposal 1 is passed and proposal 2 rejected? Who then decides which division “Rangers F.C.” plays in?

  19. David C MacKenzie

    http://www.greaterglasgow.co.uk/ perhaps. It is a Premier league. You may wonder why I chose this league above others. Well it is because in their First Division, they have a team called Third Lanark Athletic, so it seems appropriate.
    http://www.greaterglasgow.co.uk/division_1.htm

    The last time Rangers met Third Lanark, the results were

    1964/1965: Third Lanark 0 – 1 Rangers and Rangers 5 – 0 Third Lanark

  20. ecojon

    You ought to have a look at: http://en.wikipedia.org/wiki/Rangers_F.C. and: http://en.wikipedia.org/wiki/Talk:Rangers_F.C.#top

    The history of Rangers is being written/rewritten/and generally fought over with a passion.

  21. Gerry

    regarding the Dees being compromised. This really dates back to the original and notorious document issued about 10 days ago or so, which was effectively putting a gun to the SLF’s head regarding getting Rangers in to Div 1. That document quite specifically stated Dundee as the team to go up. There was no mention of any other team, Dunfermline or otherwise.

    As a Dundee fan I felt there and then that we were compromised. Like it or not by being named in that document we became part of the problem instead of part of the solution!

    Indeed it is interesting to consider how the motion put forward for Friday can list Dundee AND Dunfermline as promotion candidates when a previous document – presumably signed off at the highest levels – clearly states Dundee as the team to go up!

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