HORSE'S MOUTH
Australia
HORSE'S MOUTH
Australia
These pages are formatted for best viewing on larger screens
HORSE'S MOUTH
E.A. & Branches, Opinion 2020
'Stuff ' just keeps dissappearing on Facebook and Forums!
'Stuff ' just keeps dissappearing on Facebook and Forums!
| 2020 | 2015,2012 | 2010-2018 | 2014-2018 | History | 2020 -V.A. | 2020 -V.A . | 2020 | Branches | Branches |
| 2020-2021 | 2022 | 2012-2022 | Comment | Dec 2021 | 2022 | FEBRUARY 2022 |
Sorry, these pages are not formatted for small screens - please view on a larger screen
Too MUCH DETAIL FOR YOU? - If Horse's Mouth is too verbose for you try the summary of reform motions
December 30 2021 Update
Link - The Motion as submitted
Link- EA letter re AGM ,and SGM with motion - response
NO VALID MOTIONS RECEIVED - REALLY?
So, is it unconstitutional to even suggest a committee to discuss structural reform, it's within the Boards power to deny the proposer the right to propose the motion?
Is it legal for the E.A. Board to determine if a motion is implementable, eventually; and refuse to put the motion to the members vote. Apparently the Board is legally entitled to claim that the motion represents a non-binding advisory resolutions concerning governance, that its implementation would be interference in corporate governance. This is before the VETO Clause element is even considered.
The discipline model discussion motion never even saw the light of day.
BOARD LETTER RE MEMBERS MOTION 3.1.2022- NOTATED BY HORSE'S MOUTH
E.A. CRYSTAL BALL PREDICTIVE POWERS
Does the EA Constitution and/or Corporations Act/ any other legislation (specifically which ones) give the EA Board predictive powers that legally permit them to deny a motion being put to the members vote because ‘EVENTUALLY' , possibly it may not be able to be enacted due to specifically identified clauses? (i.e. the Veto Clause 40. This is how I interpret E.A.'s vague response)
Does the EA Board have the power to assume that the Branches will veto any restructure proposal as a consequence of any motion, is this why they jumped to the rest of the motion clauses 2 to 4?
Read - Facebook Statement from George Sanna on the E.A. Boards actions
Read - Mark Bradley- E.A. Board Chair Responds
THE LAW
APPARENTLY THEY CAN -
SPANNER IN THE WORKS - THE CORPORATIONS ACT AND THE FACT THAT E.A. IS A COMPANY LIMITED BY GUARANTEE
https://law.unimelb.edu.au/__data/assets/pdf_file/0010/3166048/03-Bottomley.pdf
“Recent concerns about the need for improved corporate accountability raise questions about the role of shareholders in corporate governance. One aspect of these discussions is the capacity of shareholders in general meetings to propose non-binding advisory resolutions concerning governance or social matters”…… ,” courts have held that if a company’s constitution gives directors the power of company management, shareholders cannot interfere with the exercise of that power”
MARK BRADLEY – E.A. BOARD CHAIRMAN RESPONDS ON FACEBOOK - To the Boards refusal to table George Sannas motion, and the Nomination Committee issues -December 26 2021 - (follow link and scroll way down in replies to original post)
Re the E.A. Board’s refusal to table George Sanna’s motion at the 2022 AGM- excerpt:
…….”would have been unconstitutional and unlawful. Any Board has an obligation to ensure that the company doesn’t do anything contrary to its’ Constitution or the law. “
Horses’ Mouth – It’s interesting that this board is prepared to acknowledge their obligations under the law in this specific matter and yet fail to address the existence of Clause 40 in the E.A. Constitution regarding the Corporations Act. It would appear that when it suits the Boards purpose, they will quote the law, the E.A. Constitution and Corporations Act, however ,ignore members issues regarding E.A. and these same documents.
TACTICS
In my opinion, the motion itself was not ‘tactical’; far too many requirements beyond the formation of a committee to discuss restructure. Beyond clause 1 and 1i , the rest was presumably going to fall at the implementation stage, the Branches’ Veto clause 40 would see to that.
As a gesture of goodwill and intent the E.A. Board could have permitted at least clauses 1 and 1ii. Instead they did what they did, this is indicative of how this E.A. Board views member input and Member driven reform.
Essentially, the Veto clause has the power to block any structural reform that 2 Branches oppose – democracy at work? Regardless of the contents of the motion I defend the moral right of the member to submit the motion and have it tabled for a vote at the S.G.M. Unfortunately the E.A. Board has chosen to enforce their legal power to block it.
Excerpt from the E.A. Board letter to Members 24 December 2021 using clause 40 as a weapon to symie reform prompted by members-
QUESTIONS ARISING - SEEK CLARRIFICATION
– Put the Board on notice telling them Members will no longer tolerate this type of behaviour towards Members
I feel that the motions author (not me) should seek clarifications from the E.A. Board as to what exact clauses in the Constitution /Corporations Act / other legislation supported their actions regarding this motion. The vague statement by the EA Board is not sufficient.
If no evidence substantiates their action, the motions author/s should seek a public written apology from EA acknowledging their error in disallowing the motion; then regroup with a call for an S.G.M. with a new more tactical group of motions. My revised suggestions for motions are here on Horses Mouth.
TRANSPARENCY
I only saw the motion after it had been submitted to EA and I would have advised against it. I have just been given permission to include the motion on these pages, the members have a right to see what they were denied a vote on.
In my opinion Bradleys letter to the members 3/1/2022 does not represent transparency or clarify this matter. BOARD LETTER RE MEMBERS MOTION 3.1.2022- NOTATED BY HORSE'S MOUTH
THE OPPORTUNITIES
E.A has provided members with nice ammunition for motions to remove each of the directors of the E.A. Board and the oppositional State Branches at their respective AGM’s.
Thank you E.A. for providing more ammunition aiding the members push for total reform. Members, look at it this way, this could all be blessings in disguise -the motion was validly lodged, the initial action proposed (committee, investigate, discuss 1 & 1i) could be have been undertaken in an atmosphere of co operation between the Board and the Members.
Unfortunately, follow through (2 -4) to implementation would require the states agreement via constitutional changes (another motion requiring the branches agreement), therefore eventual failure of acting on the suggestions was probable if the State Branches (2 of) opposed it.
Did the E.A. Board poll the State Branches? What were the results? The Board appears to have a crystal ball regarding this motion.
I.M.O. the entire initial motion could / should have gone to the vote at the meeting; All grist for the mill in the pathway to complete reform.
BOARD ELECTION CANDIDATES VETTED BY A NOMINATIONS COMMITTEE
Who vets the members of the Nomination Committee?
Now to the other issue : the issue of the nominations committee vetting prospective candidates for the E.A. Board. This has fallen at the first hurdle regarding gaining the trust and support of their individual members; fancy that, so many proposed candidates been cast aside as unsuitable, only one passed muster, no useful skills! This even extends to a previous Board member up for re-election January 2022, Lucy Galovicova. Who apparently has lost skills during her time on the E.A. Board, or was there some other reason?
Members should demand an explanation. Oh yes, then there's the fact that the EA page on committees and the Board, doesn't name the members of the Nominations Committee (30/12/2021). We have to thank Mark Bradley, Chair of the E.A. Board for letting the 'cat out of the Bag'. Emmett Dunne is the independent Chair with no ties to the equestrian community. So who 'vets' the members of the Nominations Board? Are members happy with Emmett Dunne?
- bullying, really!
https://www.equestrian.org.au/Board
And finally we know who is on the Nominations Committee, thanks Mark. I wonder why it took so long to tell members?
Seriously? Past Board Member not Suitable !: Mark Bradley , E.A. Board Chair "
Six nominations were received and five were found to be ineligible due to a combination of factors including but not limited to
> Not being financial members of EA
> Lacking the key skills and attributes as specified in the Director Nomination form and as outlined in the Constitution. "
JUST BECAUSE IT'S LEGAL DOESN'T MAKE IT FAIR / RIGHT
During Voluntary Administration the constitutional clause Under section 22.2(d) of the EA Constitution, allowing this ‘vetting’ slipped through, overshadowed by the furore that the veto clause generated. I had identified the "Nominations Committee clause" as biased and unfair. and was told by the Administrators that it is ‘standard corporate practice’.
Hmmm, perhaps for commercial enterprises but for a not for profit sporting organisation? This clause had the potential, fulfilled, to assure the ‘status quo’.
Ask yourself, what has changed regarding EA and the State Branches?
WHAT COULD WORK * - REVISED 29 Dec 2021 :
Yes, dear members the explanation is wordy, this is a complicated process. You have been well and truly 'out-foxed' before, this time BE PREPARED.
See the steps to reform, clear outline
Horses Mouth believes that 3 steps may be required, to allow for due process and to convince members that the current structure is completely un-workable
STEP 1 - DUE PROCESS
1.Special Resolution to remove Clause 40 in the EA Constitution - specify Constitutional and Corporation Act clauses that Clause 40 breaches
2.Official Complaint - Clause 40 infringes the Corporations Act and contradicts the EA Constitution- Call n the Board to Remove the Clause and sanction State Branches who vote against the removal of EA Constitution Clause 40
+ + +
3 . Re Submit the disallowed motion from the proposed January 2022 cancelled Special AGM sectioning it into 5 motions rather than 1.
KEEPING THINGS GOING- STEP 2
Removing all members of the E.A. Board requires specific actions regarding replacing the board under the Corporations Act. If this could be achieved the basic organisational structure remains place with an interim board so that essential services for the members continue; FEI co ordination and other government responsibilities remain running and functional while Member initiated reforms are undertaken under a NEW co-operative E.A. Board with the same aims as the Members. No necessity for all the red tape in starting a new organisation.
* Re-birthirthing the old organisation would be preferable, however on researching the Corporations Act and the members limitations to act regarding a company Limited by Guarantee (E.A.) it is looking more and more like a new organisation would be the easiest move. This would be carefully choreographed so that the new organisation is in place with all the relevant connections (FEI, Government etc) so that services and competitions are minimally disrupted.
NO SUCH THING AS A VOTE OF NO CONFIDENCE IN THE BOARD
Removal of all Directors of E.A. separately , individually – in the manner prescribed by the Corporations Act Division 3 – 203D is the only way to get rid of the Board.
My research on this matter has shown that a vote of No Confidence in the Board has no legal status so would be a pointless move, easily combatted by the Board. The motion probably wouldn't even make it to a meeting
Read my research into the processes required
Unfortunately this process will take longer and be more detailed than simply calling a meeting with motions, a minimum of 4 months required.
Once / IF the Current Directors have been removed and E.A. has a New Board that will co-operate with the members - at the AGM or call a SGM +++
OR
EXAMINE THE FINAL OPTION OPEN TO MEMBERS -
STEP 3
WHAT ABOUT A WHOLE NEW PEAK ORGANISATION TO REPLACE E.A. AND THE BRANCHES?
Advantages of a new organisation
Looking at the difficulties in executing the steps above and the time required, the possible cost in lawyers, this option could be the most viable.
Do Members want this?
How could it advantage members?
Can it be done without disrupting competitions and services?
HOW COULD IT WORK - WHO WOULD ACTION IT - STEPS INVOLVED
If the scuttlebutt regarding 4 of the 7 branches backing down on their usage of Clause 40 is accurate then motions 1 to 7 should achieve a clear path to real reform and there should be no problem identifying the Branches that still insist on Clause 40, the Branches that have undertaken not to use their power under clause 40 should have no problem in removing a clause that they allegedly won't use anyway. Step 1 , Motion 1 takes care of these Branches anyway. Allegedly
A CO OPERATIVE , MEMBER FOCUSED BOARD IS ESSENTIAL
My Horses’ Mouth motions were devised while I was under the misguided impression that the EA Board would support comprehensive restructure, their actions in the matter of the December 2021 motion as submitted, the late timing of the letter of disallowance on Christmas Eve, the Boards failure to work with the motion proposer to formulate the motion in workable language in time for the S.G.M in January 2022 have caused me to revise my opinion regarding their co-operation and intent.
If the members stay strong and have the backbone to follow through, then it is possible to achieve what Voluntary Admin didn't; E.A. (or a new organisation) under member control rather than Administrators or a Board that ignores its members.