Yes, the title is dry. The reality a little less so, at least for those with a modicum of appetite for thinking about power within the club.
Who owns and runs the Swans? After attending the AGM last week, I was inspired to skim the Club's Constitution, which may be found here:
https://resources.sydneyswans.com.au...Swans_2019.pdf. The key discovery I made relates to who owns and runs the club. Who is the club accountable to? Who elects the Board and how? What does the Board do?
I was kind of aware we weren't a member owned club. And I seem to recall we have been owned privately in the past. The name Edelsten comes to mind. Also some consortium? This is another part of our history since coming to Sydney that I am pretty vague on (although I did at one time read
In the Blood which covered some of the history). The answer in terms of who owns and runs our club is.... the AFL. According to the club Constitution 10.1(a)
the AFL is the only member of our club!
The whole of our Constitution has been drafted on the premise that for a 'Transition' period, the AFL runs the show with the apparent intention that the membership subsequently be transferred to a much wider membership (which includes Life Members, Ordinary Members, Junior Members, Non-Voting Members, Deemed Members etc.) on a 'Transition Date'. The Transitional arrangements are meant to continue "until such time as the Board determines there is no longer a need for a Transitional Member, the AFL approves the Board’s determination and arrangements are put in place for there to be Members in accordance with clause 10.2 ". The funny thing is that the Board has never so determined. This appears all to have been put in place in 2005 and, as best I can tell, there are no plans to transition the club towards out of the transitional arrangements and towards a broader membership. If there were another AGM next week, this is the first thing I'd be asking about. Maybe one of you knows more about this?
Who can be on the Board? Despite the AFL being the "only" member of the Club, only ordinary or life members of the club can be appointed or elected non-executive Directors: 27.6. This is because the Board can recognise "classes of persons" as members for the purposes of electing Directors.
The Board has to have between 5 and 9 non-executive Directors (although this number can be increased with the AFL's approval). Of these two will be 'elected Directors': 27.1.
How do you get to be a Director? Non-executive directors (other than 'Elected Directors') are appointed by a simple majority of the Board: 28.5.
What about 'Elected Directors'? Anyone recognised by the Board as a member can stand to be an Elected Director: 29.2. To stand you have to be nominated by two other people recognised as a members in the 'Election Book' (which is posted somewhere "conspicuous" within the club for a period commencing at least 28 days before the AGM and concluding at least 21 days before the AGM) and then sign to indicate your acceptance of that nomination in the Election Book within the same period. If this happens, and I'm guessing it never has (please correct me if I'm wrong - I don't really know), then there is an actual ballot process, following a first past the post system, in which all people recognised as members are eligible to vote. In practice I suspect the Board decide who they want the new Elected Director to be, they write the person's name in the Election book and, because nobody else is nominated, then the nominee is "deemed to be duly elected without the need for the ballot process: 29.4.
For every vote
apart from ballots to elect Directors, the AFL's is the only vote that counts: 11.1. So, for example, if the members want to call a Board meeting, prior to the 'Transition Date', the AFL's is the only vote counted: 14.2.
Also, at every general (or Board?) meeting, the AFL must be present (typically by proxy e.g. by our Company Secretary/CFO) or else there is not a quorum and no business may be transacted: 18.1.
Incidentally, the Board appoints the Senior Coach (i.e. John Longmire) and the Senior Manager Football (i.e. Charlie Gardiner): 51.1. The Senior Coach and the CEO (Tom Harley) by agreement appoint the assistant coaches: 51.2.
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I guess I have a few things to say about this, apart from the fact that it is news to me:
1. It seems weird to have our club controlled by the AFL.
From time to time the interests of our club, and of other clubs, differ from those of the AFL. From time to time the clubs, collectively, or one club individually, may have a dispute with the AFL or have a reason to be dissatisfied with the AFL. In the case of our club, because our club effectively is the AFL, this would create what I think might fairly be described as a
'conflict of interest'. In the case of our club, if such a conflict arises, it's unclear what we can do. From time to time (e.g. when COLA was withdrawn, when we got the trading ban, when we got shafted in the 2016 granny) people call on our club to stand up to the AFL, even take them the AFL to court. The governance structure may explain why this doesn't happen. Sometimes, amidst the hatred for Eddie Maguire, RWO posters will sigh, somewhat wistfully, and say that at least he stands up for Collingwood FC. Well perhaps that's because Collingwood FC have a proper membership and are not controlled by the AFL? (I haven't checked - do they?)
2. If this was all envisaged as a Transitional arrangement, why haven't we transitioned? What are we waiting for? Are there any plans for the transition ever to happen? If not, why not? Just guessing, maybe we can more readily rely on the AFL to bail us out if we get into financial strife? Or maybe it's more AFL driven and it suits them to be able to control the key club(s) in expansion markets?
3. Who does the Board answer to? The AFL? It would seem so. If so, how often do they report? What do they tell them?
Does anyone else find this interesting/newsworthy/alarming or have any reaction to this? I would love to understand it better.
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