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Thread: Our club: the Board, corporate structure and governance

  1. #13
    Quote Originally Posted by Ruck'n'Roll View Post
    Caroline Wilson wrote "Sydney . . . . is in reality owned by the AFL" on October 25th 2012, at the time that comment was raised on RWO but without much interest - I think we were too busy arguing about Kurt Tippett to give it much consideration Swans chat Tippett!! - Page 150
    Spectacular find RnR! Or good memory at least, since it was your own post. Caro was right all along and none of us had a clue. Not only is it a strange situation altogether, but it's also kind of weird that none of us, among the club's most diehard fans, seems to have known. I guess it's not that simple to find and read through the constitution and not that appealing a task, so why bother. I tried getting hold of the club's constitution in 2015. I emailed the club and they gave me a postal address for the Company Secretary to write to and request it and I gave up. Just good it's online now.

    I will keep digging.

  2. #14
    Quote Originally Posted by bloodspirit View Post
    Collingwood FC, Fremantle FC and Port Adelaide FC don't have their constitution readily available online that I can see.

    Brisbane's is available along with all its annual reports and with its Members and Supporters Charter. They have by far a higher level of transparency. Here is a link to their Constitution: https://resources.lions.com.au/aflc-...nstitution.pdf. Their club is owned and run by the membership. 5% of the membership can requisition the Board to convene a meeting and then the full members can vote.
    Sounds like a good blueprint. I really like the transparency.

    The AFL owning the Swans goes a long way to explain how we have been pushed around by the AFL recently. Trade Bans, Buddy deal, Dodgy umpiring, Goodes treatment.

  3. #15
    Great work by Bloodspirit in shining some light on this issue. I queried ownership under the Swans Personnel thread back in December, but received only one brief response that indicated membership ownership.

    I was interested because my memory was that AFL owned the Swans and had seen nothing to the contrary. That also meant that the financial consequences of management decisions were underwritten by the AFL, and thus arguably less accountability.

    In the short term under the present ownership there appears opportunity for this forum to nominate candidates for the two Elected Director positions. This would hopefully lead to greater transparency for all members and supporters.

    Sent from my Nexus 7 using Tapatalk

  4. #16
    One thing I forgot to mention in the intro to this thread is that, even if and when the club transitions to ownership by the members, the AFL still has us completely stitched up. Our constitution is subordinate to our 'licence agreement' with the AFL and the constitution can't be changed after the transition without the AFL's say so.

    52. AFL Licence
    52.1 To the extent of any inconsistency between the constitution and the Licence Agreement between the Club and the AFL and any replacement agreement, the terms of the Licence Agreement prevail.
    52.2 On and from the Transition Date, no amendment may be made to this constitution unless the amendment has been approved by the AFL. Each resolution seeking such an amendment will by virtue of this clause be conditional on the amendment the subject of the resolution being approved by the AFL.


    This, apparently, turns out to be the cost of being bailed out by the AFL in 1993. Or part of it anyway.

    I presume that GWS and the Gold Coast have similar terms in their constitutions. But I wonder if the AFL has succeeded in getting something like this into the constitutions of all the clubs? I have written to a couple of the clubs and asked about their constitutions. I'll keep you posted.

  5. #17
    Ego alta, ergo ictus Ruck'n'Roll's Avatar
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    License agreements are incredibly powerful things bloodspirit.
    In 1981, after a lot of publicity and uproar, the management of the put the proposed move to Sydney to the members. By that stage the KSAS crew had got organised and the club membership voted against the move to Sydney.
    The VFL used the licence agreement then in place to force the Swans to move north be refusing to allow them to play anywhere else.

  6. #18
    Quote Originally Posted by Ruck'n'Roll View Post
    License agreements are incredibly powerful things bloodspirit.
    In 1981, after a lot of publicity and uproar, the management of the put the proposed move to Sydney to the members. By that stage the KSAS crew had got organised and the club membership voted against the move to Sydney.
    The VFL used the licence agreement then in place to force the Swans to move north be refusing to allow them to play anywhere else.
    I have some understanding that in order to run a successful league, and to be able to guarantee business partners (like tv) that they will get what they are promised, the AFL may need or want powerful, binding agreements in place so they can deliver. But having those licence agreements inserted into and overriding our very Constitution seems a bourne too far. Let alone forcing that upon us when we are on our knees and effectively have no say in the matter.

    I'm sure the AFL has powerful licence agreements with all the clubs but I wonder how many of them have them written into their Constitution, and more embedded there than any other term of the Constitution?

  7. #19
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    Quote Originally Posted by Ruck'n'Roll View Post
    Caroline Wilson wrote "Sydney . . . . is in reality owned by the AFL" on October 25th 2012, at the time that comment was raised on RWO but without much interest - I think we were too busy arguing about Kurt Tippett to give it much consideration Swans chat Tippett!! - Page 150
    Or still celebrating.

  8. #20
    Ego alta, ergo ictus Ruck'n'Roll's Avatar
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    Quote Originally Posted by Nico View Post
    Or still celebrating.
    The recruitment of "Dirty Kurt" cast a bit of a shadow over my post 2012 celebrations - and that's just a a recollection.
    I am not trying to elicit responses from any RWOers willing to argue what a successful purchase he was.

  9. #21
    I have looked at the other clubs websites and briefly reviewed their respective club constitutions where possible. Adelaide, Brisbane, Carlton, Essendon, Hawthorn, North Melbourne, Richmond, Bulldogs and we have posted our constitutions. Most of the others do better than us in so much as they have pages with 'Club Documents' and include other stuff like financial reports, members charters, voting rules etc whereas we have our Constitution all on its own obscurely down the bottom of the page. Nevertheless credit to our club for at least posting the document.

    Collingwood, Geelong, Gold Coast, GWS, Melbourne, Port, Saints, West Coast do not make their constitutions easily available.

    Adelaide FC - AFL is a member; ordinary paid up members can vote for, and stand as, Elected Directors; members can call general meetings, there is no quorum at any meeting unless the AFL is present (via delegate), all members have equal votes, the AFL appoints all but two directors: https://resources.afc.com.au/aflc-ad...inalafc-1-.pdf. Overall this doesn't put AFC supporters in much better of a position than us because they are still largely controlled by the AFL.

    Brisbane FC - all members have one vote, all members can vote for and stand as Directors, 5% of the membership can convene a meeting, quorum at a meeting is any 3 full members, all Directors are elected by the membership except the Board can then appoint up to 4 more directors who have special expertise that the Board thinks it needs: https://resources.lions.com.au/aflc-...nstitution.pdf.

    Carlton FC - only ordinary members can attend and vote for Directors, 100 ordinary members can convene a meeting, quorum is 200 members at general meetings and 25 members at AGMs, all votes count equally, only people who have been ordinary members can be elected Directors : https://resources.carltonfc.com.au/a...nstitution.pdf. Unlike the other Constitutions, Carlton's expressly says they exist to benefit supporters and give them hope of success (as opposed to merely having a duty to promote the game and playing of AFL as ours and most of the others seem to). They also have among their objectives promoting and supporting worthwhile causes, promoting health and fitness to the community, pursuing premierships and success, environmental sustainability and awareness. The Club is into Gaming. Very democratic! AFL has no particular sway.

    Essendon FC - all Eligible Members can attend and vote at general meetings and each vote counts equally, there are 6 Directors elected by the members and 4 Directors appointed by the Board (all Directors must be club members), the AFL has the power to appoint someone to administer the club subject to the terms and conditions of the AFL licence: https://s.afl.com.au/staticfile/AFL%...nstitution.pdf. The club is into Liquor and Gaming.

    Hawthorn FC - Ordinary members can vote and all members can attend meetings, 100 voting members are a quorum, all votes count equally, there are 5-9 directors and the elected directors can appoint additional directors up to the maximum number, subject to the terms and conditions of the licence agreement the AFL can appoint an administrator, any merger has to be approved by 75%+ of vote at general meeting : https://s.afl.com.au/staticfile/AFL%...6582305v1).PDF. They are into Gaming and Liquor. They have an impressive, relatively comprehensive list of club staff (titles and names) on their website.

    North Melbourne - only Voting Members (i.e. Ordinary members) vote but all members can attend, all votes are equal, 20 voting members for a quorum, all Directors must be members, all Directors are elected except additional Directors can be appointed temporarily up to a maximum number : https://resources.nmfc.com.au/aflc-n...nstitution.pdf. They have provisions related to Liquor and Gaming.

    Richmond FC - ordinary members can vote, nobody can have more than one vote, 100 ordinary members is quorum at AGM, 6 Elected Directors and 3 Appointed Directors : https://resources.richmondfc.com.au/...nstitution.pdf. They are into Gaming.

    Western Bulldogs/Footscray (their official name) - 50 Voting Members is a quorum, 5% of membership can convene a meeting, all members have one vote, decisions taken by simple majority of members, Constitution can only be amended with the consent of the AFL, Constitution is subject to terms of the football licence (like us), 6 Elected Directors and up to 3 Additional Directors, members can vote to replace a Director : https://resources.westernbulldogs.co...L-23-01-18.pdf.


    Summary

    In short, of the clubs with publicly available constitution, we seem to be the most controlled by the AFL. Of those clubs we are the only one that has the AFL as its sole member. Adelaide FC is second-worst off - the AFL appoints most of their directors and therefore appears to de facto control the club. Numerous clubs are not controlled by the AFL at all. Only one other club's Constitution is subordinate to the terms of its AFL Licence (Footscray). Carlton is the only club which has a Constitution which has among its objectives promoting the success of the Club. Mostly the Constitutions just require the club to promote the AFL and the game by playing in competitions. Some of the other clubs have much greater levels of transparency on their websites including posting Annual Financial reports, Charters and other relevant governance documents. Nearly half the clubs have less transparency than we do in so much as they do not make their constitutions available at all. Overall, I think I would prefer to have Carlton's Constitution the most.

  10. #22
    Quote Originally Posted by bloodspirit View Post
    Numerous clubs are not controlled by the AFL at all.
    Not really. All the clubs are controlled by the AFL to the extent that, as businesses, they are guaranteed by the AFL. Without that guarantee, and the related distributions that keep most of the clubs afloat, it's doubtful that any rational person would do business with an AFL club. The actual structure of club control reflects the club's background. Former VFL clubs tend to be an incorporated association (or similar) owned by the membership. Nth Melb changed their structure to allow a private corporate ownership, which didn't really work. Expansion clubs have all got AFL control (to a greater or lesser extent) written into their licences. The Swans were dead in the water in 1992, and the other clubs would only (by a majority of one!) continue to carry them if the AFL had total control. Without the AFL control and guarantees, we'd be lucky to have a 5 or 6 national club competition.
    I'm surprised that you are surprised by all this . . . . it's old news, and has been discussed to death on RWO over the past 17 years. Unless you have to be as old as me to remember it?

  11. #23
    Quote Originally Posted by chammond View Post
    Not really. All the clubs are controlled by the AFL to the extent that, as businesses, they are guaranteed by the AFL. Without that guarantee, and the related distributions that keep most of the clubs afloat, it's doubtful that any rational person would do business with an AFL club. The actual structure of club control reflects the club's background. Former VFL clubs tend to be an incorporated association (or similar) owned by the membership. Nth Melb changed their structure to allow a private corporate ownership, which didn't really work. Expansion clubs have all got AFL control (to a greater or lesser extent) written into their licences. The Swans were dead in the water in 1992, and the other clubs would only (by a majority of one!) continue to carry them if the AFL had total control. Without the AFL control and guarantees, we'd be lucky to have a 5 or 6 national club competition.
    I'm surprised that you are surprised by all this . . . . it's old news, and has been discussed to death on RWO over the past 17 years. Unless you have to be as old as me to remember it?
    Before my time. Nor am I the only person who is surprised.

    I meant controlled by the AFL formally and legally. It's odd how much it varies club to club, even if it is explained by history. I would prefer to have a greater degree of independence from the AFL, as some other clubs do. It's significant enough for Caroline Wilson to have remarked upon it.

    Just the same, you make some excellent points.

    But you haven't explained why it is envisaged that the ownership of the club be passed back to the members not why that hasn't happened. Are you able to? I'd be most interested if you can shed some light on it.

  12. #24
    Quote Originally Posted by Ocker View Post
    I can't seem to find a definite answer to the current ownership of the Swans. Can anyone tell me if point me in the right direction?
    Quote Originally Posted by stevoswan View Post
    They are a membership based sporting club.....no one 'owns' them.
    Quote Originally Posted by Ocker View Post
    Great work by Bloodspirit in shining some light on this issue. I queried ownership under the Swans Personnel thread back in December, but received only one brief response that indicated membership ownership.

    I was interested because my memory was that AFL owned the Swans and had seen nothing to the contrary. That also meant that the financial consequences of management decisions were underwritten by the AFL, and thus arguably less accountability.

    In the short term under the present ownership there appears opportunity for this forum to nominate candidates for the two Elected Director positions. This would hopefully lead to greater transparency for all members and supporters.
    Thanks, Ocker. Yes, it turns out the situation isn't quite what stevo or I had thought although I had never thought about it.

    Yes, it is open to people that the Board deems members to nominate others for the Elected Director position (before the next AGM) - so RWO posters who are members can nominate someone we think is suitable and then, if there is a contest, there will be an *actual election* where members can vote. It's unclear whether one of those positions is currently vacant. Leo Barry has just replaced Rob Pascoe in one of these positions. But I think Brad Seymour may have vacated the second one and not yet been replaced. I actually emailed the club a week ago to ask about this and have heard nothing back.

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