“Mr President, for two reconvened meetings for the continuation of the November 2017 AGM—January 9th and […] March 17th—you, as Chairman, proceeded, on you own accord to abort the meetings and to announce an adjournment for ‘the lack of a quorum.’
“Mr President, your decision on both occasions was erroneous.”
The following is an exchange between TTFRA vice-president Osmond Downer, who helped write the TTFA Constitution, SSFL president William Wallace and TTFA president David John-Williams on the subject of the latter’s recent controversial adjournment of the football body’s AGM:
(Emailed on Tuesday 20 March, 2018 at 9:25pm)
From: Osmond O Downer, TTFRA vice-president
To: David John-Williams, TTFA president,
Dear Mr President,
I told you yesterday during our conversation after the aborted reconvened 2017 AGM of the TTFA at the ABS, that, because of the chaotic situation that erupted after your announcement of the termination of the meeting, I was unable to put forward and explain my view that your decision to adjourn was a wrong one. I told you then that I would put my opinion to you in writing and would copy same to all delegates to the AGM.
In this letter I will refer to the rules of Slaughter and May, and also to Roberts Rules. These Rules are the standard for facilitating discussions and group decision making in organisations in DEMOCRATIC COUNTRIES throughout the world.
Our own Parliament in TT uses these rules as guidelines for procedures in meetings and other sessions. Google the internet and go to “Adjournments of Annual General Meetings from Slaughter and May, Article 27, pg 35” and also “Roberts Rules—Simplified rules of order procedures used in meetings. Quorum of members.”
I will refer to these rules for the remainder of this letter as “SM” for Slaughter and May and “R” for Roberts. The words in capitals are for emphasis.
Mr President, for two reconvened meetings for the continuation of the November 2017 AGM—January 9th and […] March 17th—you, as Chairman, proceeded, on you own accord to abort the meetings and to announce an adjournment for “the lack of a quorum.” Mr President, your decision on both occasions was erroneous.
SM, Part 3 Conduct of the Meeting Section 10: “Chairman’s duties and powers at the meeting” states “The power of adjournment is rested in the meeting.” Also “The Chairman may adjourn the meeting (a) in the event of disorder or like causes (b) With the consent of members when circumstances warrant, or (c) So directed by the majority of members.” Note that the Chairman cannot on his own (except in very special cases) adjourn the meeting.
Also “An adjourned (reconvened) meeting is a continuation of the original meeting, and not a fresh meeting. Therefore every situation in an adjourned meeting shall be determined as if it is the original meeting.”
Now R’s rules: “In any meeting of delegates, the quorum is the majority of the delegates who are eligible to attend and have been registered as attending, even if some of them have departed.”
Also, “In the absence of a quorum any business transacted is null and void, in such a case it is that business that is illegal, not the meeting. If the meeting is called in keeping with the Association’s rules, the absence of a quorum in no way detracts from the fact that the rules were complied with and the meeting held, even though it had to adjourn immediately.”
And “Before calling a meeting to order the Chair should be sure that a quorum is present. If a quorum cannot be obtained, the Chair should call those members present at the meeting to order, announce the absence of a quorum, and entertain a motion to adjourn from the floor.”
Mr President, all democratic organisations have provision in their Constitutions for the determination of a quorum at a reconvened General Meeting. Most state that at the reconvened meeting, no specific-number quorum is required to start the meeting but that the members present shall form the quorum.
This is obviously to ensure that the business of the Association goes on and is not stultified—as has happened in the present imbroglio existing in the TTFA.
In our case, the AGM of November 2017 had a legitimate—over 50 % of the eligible delegates—quorum at the start of the meeting. Every reconvened meeting after this first November meeting was just a continuation of this November meeting and not a fresh meeting; and so, considering the above stipulations, no specific number/quorum was necessary for these meetings.
Our own TTFA Constitution reinforces this principle in Article 24 – Quorum of the General Meeting, Section (3) which states: “A quorum is not required for the second meeting of the General Meeting unless any item on the Agenda proposes the amendment of the Constitution, the election of a member of the Board of Directors, the dismissal of of a member of a body of TTFA, the expulsion of a Member, or the dissolution of the TTFA.”
Mr President, no such items were remaining on the Agenda when you aborted those two meetings of January 9th and March 17th.
Further to all of this, Mr President, if your contention is that the meetings after November were fresh AGM’s, then this would be Constitutionally wrong, because the Constitution of the TTFA, Section 27 (1) demands that the AGM shall be called no later than 30th of November of the said year.
Of course our AGM was constitutionally correctly called for the 28th November and is continuing—unfortunately—up to the present date.
I was present at all the meetings from November to the present and I can now state the items remaining on the Agenda that are still to be discussed. They are: (i) Activity Report; (j) Presentation of the Consolidated Revised Balance Sheet and the profit and loss Statement, (k) Approval of the Financial Statements; (l) Approval of the Budget; (o) Appointment of Independent External Auditors upon the proposal of the Board of Directors; (t) Election of Members of the Electoral Committee; (v) Any other Business; (w) End of Meeting.
Here from SM and R are some useful stipulations: “The Chairman is subject to the authority of the whole group in decision making at the meeting.” “The Duties of the Chairman are mainly: Keeping things on track; Announcing each item of Business; Recognising speakers; and Protecting the group from time-wasting.”
May good sense prevail from all for the good of our beloved game in T&T.
Osmond O Downer
(Emailed on Wednesday 21 March, 2018 at 6:03am)
From: David John-Williams, TTFA president,
To: Osmond O Downer, TTFRA vice-president,
Dear Mr Downer,
Thank you for your email. First of all, I cannot recall the meeting of January 9th which I adjourned.
Secondly, Article 24.3, if a quorum is not achieved in the first meeting then the second meeting does not require a quorum to go ahead. Just using my own words here to simplify. It has been the custom and practice all along at these meetings—EGM or AGM, all of which you attended—that when a quorum was not achieved in the first meeting (the start of the General Meeting) then the second meeting does not require a quorum to go on.
Article 24.3, in my opinion, cannot be read in isolation without considering article 24.1 and 24.2. I must admit that the constitution is silent on what obtains if there was a quorum for the start of the General Meeting (the first meeting of November 25th) to which there was. Whilst we are on this subject, at the meeting of the 17th of March the President invited you Mr Downer to please indicate where in the constitution that the meeting must go on and does not require a quorum to which I had ruled (rightfully or wrongfully).
Ms [Boni] Bishop then pointed to 24.3. My response to that was that 24.3 could not be read in isolation without considering 24.1 and 24.2. It is unfortunate that you did not mention that this occurred in the meeting of March 17th in your email to all of us.
Also at no point in time I mentioned or contented or intended to contemplate that the second third or fourth meeting was a fresh meeting. To bring this in the mix is just creating a bit more confusion.
I will agree that all these meetings were a continuation of the first meeting. If I were to accept your position and argument, then as chair I had no obligation to wait 30 minutes to see if a quorum could be achieved.
For example at the second and fourth meetings I should [have] commenced the meeting at the appointed times with just 6 and 4 delegates present and 13 and 14 after 30 minutes as obtained in this case. How unethical that would have been on my part.
It is well documented that there has always been a difficulty in obtaining a quorum for EGMs and AGMs since November 2015. Many of these meetings had to be reconvened 14 days later for lack of a quorum at the start of the meeting (the first meeting).
Having said all this, it is clear in my mind that this constitution needs to be revisited and maybe (if it permits) for by-laws to be included for clarity on some articles. Article 24 for sure needs to be revisited and made much clearer so as to avoid in my humble opinion the difficult situation we find ourselves in.
In closing, I will be the first to admit that I am not a constitutional expert but I must assure you that before every Board or General Meeting I always read the constitution to ensure that I do the right thing. I always welcome your discourse on these matters.
(Emailed on Wednesday 21 March, 2018 at 7:20pm)
From: William Wallace, SSFL president,
To: Mr David John-Williams, TTFA president,
(Editor’s Note: Wallace re-produced John-Williams’ entire email while responding to various sections. We publish only the bits that he responded to).
DJW: “It has been the custom and practice all along at these meetings EGM or AGM all of which you attended that when a quorum was not achieved in the first meeting (the start of the General Meeting) then the second meeting does not require a quorum to go on. Article 24 .3 in my opinion cannot be read in isolation without considering article 24 1 and 24.2. I must admit that the constitution is silent on what obtains if there was a quorum for the start of the General Meeting ( the first meeting of November 25th) to which there was.”
Wallace: Mr President it is understood that if there is a quorum the meeting proceeds and membership during the course of the meeting, for whatever reason can decide on an adjournment. The constitution may be ‘silent’, re: a meeting that was adjourned but there are established guidelines to be followed for adjournment and for reconvened meetings. I am also no constitutional expert but Article 24 is clear.
24.1. — speaks to what your quorum should be.
24.2 – speaks to the calling of the AGM
24.3 – speaks to procedure if there is no quorum when the meeting is called and goes on to explain the parameters at the second ( third or fourth) meeting
DJW: “At no point in time I mentioned or contented or intended to contemplate that the second third or fourth meeting was a fresh meeting To bring this in the mix is just creating a bit more confusion.”
Wallace: Mr President you may not have mentioned that it was a new meeting but your ruling that a quorum was required inferred exactly that.
DJW: “I will agree that all these meetings were a continuation of the first meeting.”
Wallace: Mr President if you agree that these meetings were a continuation of the first meeting it follows that any situation in an adjourned meeting shall be determined as if it is the first meeting.
DJW: “If I were to accept your position and argument then as chair I had no obligation to wait 30 minutes to see if a quorum could be achieved.
Wallace: Mr President NO you had no obligation to wait for 30 minutes as per constitution. The reason for waiting, to quote you is that ‘it will be unethical to start the meeting with the numbers present.’ The meeting accepted that position because it felt that based on the importance of the item on the agenda that it would be useful to get more persons present. The meeting had no idea that the wait was for a quorum, as indicated by members responses thereafter.
In retrospect it would have been prudent for you to allow Mr Browne to move his motion—you indicated to him that a motion was not necessary—so that members would have been clear as to why the meeting was deferred for 30 minutes.
DJW: “For example at the second and fourth meetings I should had commenced the meeting at the appointed times with just 6 and 4 delegates present and 13 and 14 after 30 minutes as obtained in this case. How unethical that would have been on my part.”
Wallace: Mr President, constitutionally you should have commenced the meeting, it may have been unethical but legal and constitutionally correct. Any other decision should have been made by members via a motion and a vote. Just to note all members must be given the opportunity to decide on matters such as ethics, since matters like these are quite subjective in nature.