Message To The Football Family From The Football Federation Victoria Board
Challenges To The FFV Board And Constitution
The Board of Football Federation Victoria (FFV) provides this update to ensure the Victorian football family is aware of recent actions taken by elected Members in respect of the FFV Board.
Current Board and Elected Membership
In March 2015, FFV Board elections were held. Kimon Taliadoros was elected as President and Tal Karp and Nicholas Tsiaras were elected as Directors, to join the 5 Directors already on the Board: Mr Sam Prenesti; Mr Cam Cimino; Mr John Lewis; Ms Tammi Rose; and Ms Sandra Lordanic.
In August 2015, FFV Member elections were held for the Zone Representatives and Standing Committee Members. The Zone Representatives and Standing Committee Chairs are the persons who can vote for the FFV Board. Further details on the election process and contact details for Zone Representatives and Standing Committee Chairs; and the election/appointment process for the current Board is included as Attachment 1.
Background to Current Situation
In November 2014, Mr Cimino and Mr Prenesti were appointed to the Board as replacement Directors to fill “Casual Vacancies” as a result of the resignations of Mr Aldrin De Zilva and Mr Kimon Taliadoros in May 2014. The FFV Constitution provides for Board vacancies to be filled by appointment, not by mid-term elections.
On 25 August 2015, Mr Harry Zaitman (South East Zone Representative and Men’s Standing Committee Chair), wrote to the President requesting that 2 Directors (Mr Prenesti and Mr Cimino) resign immediately on the basis that they were not elected by the Members. Mr Zaitman also requested that elections be held for these positions, and that a Special General Meeting would be called if the Directors did not comply.
On 24 September 2015, Mr Zaitman again wrote to the President and this time requested that 3 Directors (Mr Prenesti, Mr Cimino and appointed Director Ms Sandra Lordanic) resign their positions or the members would seek their removal.
On the basis of these correspondences, the Directors sought legal advice from a senior barrister, Mr Michael Wyles QC, in relation to the appointments of “Casual Vacancy” Directors, as well as the appointed Directors, their tenure, any removal process and the validity of a mid-term election process. His advice, dated 7 October 2015 was provided to Members and is posted in full on the FFV website (Attachment 2).Mr Wyles QC confirmed that FFV had followed its own Constitution and due process in the appointments of the Directors.In summary, Mr Wyles QC advised that:
- Due process has been followed in the appointments of each of the appointed Directors. Furthermore, the appointment of each of those Directors complies with the FFV Constitution and the Association Incorporations Reform Act 2012 (Vic).
- Once the Board makes a Casual Vacancy Director appointment, that Director serves the remainder of the term of the Director they replaced. There is no power in the Constitution for the Board to remove Casual Vacancy Directors.
- The FFV Constitution does not facilitate a spill of Directors and then election of new Directors. If there is a Casual Vacancy on the FFV Board, this does not give the Board power to hold an election to fill the Casual Vacancy. Such action is not permitted in the Constitution.
In response to the request from elected Members, Mr Sam Prenesti resigned with immediate effect on 5 October 2015.
On 14 October 2015, 23 elected Members of FFV signed a “requisition notice” requesting that the FFV Directors convene a Special General Meeting of the FFV, to now remove 5 Directors, being Mr Prenesti (who had already resigned), Mr Cimino, Mr John Lewis (elected in March 2013), Ms Tammi Rose and Ms Sandra Lordanic (appointed to the Board in March 2014 and November 2014 respectively for 2 year terms, as independent expert Directors). Legal advice received is that the 2 independent expert Directors can only be appointed or removed by the Board under the Constitution.The concern expressed by Members is that the Directors named above were not elected. It is unclear the basis on which Mr Lewis’ resignation is sought.
On 5 November 2015 the CEO of FFA, Mr David Gallop, wrote to Mr Zaitman (Attachment 3). The FFA advised that from its perspective, the FFV, under the leadership of its President and Board and through its professional management, is operating successfully and in accordance with the objective of growing, promoting and developing the game in Victoria. Furthermore the FFA cautioned against creating instability, and encouraged the parties to commit to exploring ways to address relevant issues through means other than proceeding directly to a resolution to remove directors.
Via correspondences dated 13 and 22 November 2015, and notwithstanding the letter from the FFA, Mr Zaitman on behalf of Members, sought to convene a Special General meeting to remove the 5 directors.
On 24 November 2015 FFV sought a further advice from MrWyles QC in relation to proposed actions by Members. His advice was that the meeting called by the Members is not valid or effective (Attachment 4).
On 27 November the President signed a letter to all Members confirming that the FFV Board has accepted the resignations of the following FFV Directors:
- Mr Sam Prenesti effective 5 October 2015; and
- Mr Cam Cimino effective 21 March 2016 prior to the 2015 AGM scheduled for 21 March 2016.
The President’s letter also advised that the FFV Board does not recognise the meeting called by Members, and has resolved and undertaken as follows:
- To conduct an open and transparent process designed to support the Member’s consistent requests that all elected Board Directors’ positions are filled by Directors that have been elected by the Members;
- For this process to be completed prior to the 2015 AGM scheduled for 21 March 2016; and
- Not to appoint any other Directors into the Casual Vacancy Board positions in the interim.
The FFV Board has resolved to commission a detailed and wide-ranging review of the FFV Constitution. Currently, the FFV Constitution is approved by and compliant with Consumer Affairs Victoria (CAV, the body that regulates associations such as FFV), however the Directors acknowledge that in order to keep improving, a review is required.FFV will have regard to the Associations Incorporation Reform Act (2012) and Model Rules, as well as the Australian Sports Commission best practice governance principles, FFA requirements, and importantly, extensive consultation with Victorian football stakeholders in conducting its review. A report detailing recommendations for alteration or replacement of the current FFV Constitution will be completed and presented to the FFV Board by 30 June 2016.
The State of the Game
The state of the game in Victoria is very strong. Recent Roy Morgan research announced that there are more girls aged 6-13 years playing football than playing netball in Australia. In 2015, winter registrations grew by 7% across Australia.Down the east coast, NSW recorded 7% growth, Queensland 4%, and yet Victoria saw a huge 13% growth; double NSW and triple Queensland. The Asian Cup and Women’s World Cup provided some great TV and newsprint coverage and encouragement for our kids. FFV recorded 19% growth in Boy’s Miniroos.The flow on effect is that FFV will record a strong surplus in excess of $1.5m in 2015; which is a turnaround by this board of some $2.3m since the end of 2012. Engagement with our clubs is positive and feedback received is that FFV has come a long way in working with our clubs. FFV recently hosted a very successful ‘Women in Football21st Century Town Hall Forum’, one of the first of its kind in Australia. FFV has also launched the Community in Business Network, to bring together key stakeholders including businesses, football clubs, media and government.
These successes are important, but more can and should be done.The FFV Board is committed to further improving the delivery of football throughout Victoria, and to engaging with the Football family in doing so. The Board has invited the Members to join the FFV Board and all the football family at a forum early in the new year to unite all stakeholders for the benefit of the game in the years ahead.
Board stability is important for its continuing success. The Board urges the elected Members and the Football Family to work together to ensure current growth and progress continues into the future.
The FFV Board
Attachment 1: FFV Board Election and Member information
Attachment 2: Wyles QC advice dated 7 October 2015
Attachment 4: Wyles QC advice dated 24 November 2015