BE Membership Resolution to Remove Chair Fails to Make AGM Agenda

A proposed special resolution to remove Basketball England Chair Clare Wardle from office – submitted by a group of clubs to Basketball England the week before last – has not been included on the Annual General Meeting’s agenda, after the clubs failed to get the required number of voting members to support it.

The recent Home Country Association’s hostile take over of the British Basketball Federation proved to be the last straw for a section of BE’s membership, led by Sheffield Hatters’ Betty Cadona and Leicester Riders’ Russell Levenston, also fed up with Stewart Kellett’s perceived lack of progress as CEO after 2.5 years, submitting a resolution the Friday before last, calling to replace Wardle in office with an interim Chair.

However, as laid out in Section 314 of the Companies Act 2006, the resolution would have required signatures from at least 5% of the voting members (believed to be approximately 40 or so) to have made the agenda; it was submitted with just 13 signatures, not all of which were voting members.

The proposal points to a number of issues with the way Basketball England has conducted business, including “a lack of sufficient progress in development of the sport at all levels”, and acting “unethically” in conducting their business.

With the clubs having initially planned to move forward as quickly as possible with their plans, things were put on hold after a conversation with Sport England who advised to speak to Wardle directly first. Wardle gave indication she would resign from her post to save face – as first reported by MVP’s Mark Woods – but as it got toward the end of Friday 3 August with no resignation being tendered, the clubs had no choice but to submit the document to ensure it could be included on the agenda in time (BE since released a statement saying there is not intention for Wardle to resign).

Though Basketball England confirmed they had received it, there was no initial reply or indication it would not be included on the AGM’s agenda – the membership group were not made aware until after the agenda was published.

“Basketball England did receive a request on Friday 3 August 2018 signed by 13 people, not all of which were entitled to vote, for a resolution to be put to the AGM to replace the current Chair,” Basketball England told Hoopsfix in a statement on Monday.

“This fell short of the requirements for a members resolution to be put to the AGM. However, this was taken very seriously and stakeholders consulted. The regional chairs and the Board unanimously supported the current Chair. The members have been offered a meeting to discuss their concerns.”

However, Hoopsfix understands one member of the Board – Grace Jacca – handed in her resignation on Friday, meanwhile sources close to the situation have told Hoopsfix there are multiple regional chairs that do not currently support Wardle – one of whom was prepared to sign the resolution but was unable due to the time constraints.

“After 2 years of seeing Basketball go nowhere except downwards, many members had had enough and a Special Resolution was presented to be included at the upcoming AGM,” Betty Cadona told Hoopsfix.

“If nothing else this was to provide the opportunity to debate the actions and failures of our current leadership. However, on receiving the papers for the AGM we discovered that it had not been included on the agenda.

“As yet no reason has been given for the omission. This serves only to demonstrate why there is a need for a Special Resolution. All we are doing is exercising our democratic right to challenge the leadership of our sport about which we care so much.”

Levenston added:

“The basketball community is very disappointed with the lack clarity, governance and equality that Basketball England are showing to its membership. Our sport has been brought into disrepute too many times and our current leadership has done it again.

“It’s time for the basketball community to stand up together and say enough is enough. Our sport isn’t going any where fast and we have gone backwards in areas over the last few years.”

The full resolution in writing that was submitted last Friday read as follows:

Dear Members of the board,

We the undersigned, as Members of the Association who on the date of this statement, hereby request, that the proposed resolution attached is to be dealt with at the upcoming AGM on the 1 September 2018.

Please give a copy of this statement and the proposed resolution to the members at the same time that notice of the meeting is given (at least 28 days in advance, so on or before 3 August 2018). You should also send this to the individual in question, who shall be afforded the right to protest against their removal in accordance with Section 169 of the Companies Act 2006.

The reasons for our requests are:

This includes reasons why the membership requires the following resolutions to be voted on and why there is good reason for the named directors to be removed from office.

The reasonable belief of the undersigned voting members of the Association that the chair of the Association has;

• Failed to provide the membership with full, ethical and transparent disclosure of plans for the sport, strategic and operational plans- including those with key stakeholders, financial clarity and disclosure in good time.

• Failed to follow the process for elected board members as stated in the Associations Articles of Association.

• Failed to deliver significant improvement of the Association, the Women’s game and maintain appropriate financial reserves.

• Failed to maintain consistent leadership and management of and from Senior Leadership and the Chief Executive of the Association in the face of mounting criticism by the membership of the Association.

• Maintained a lack of sufficient progress in development of the sport at all levels.

• Acted unethically in the way the Board and Association has conducted business.

• Not followed appropriate governance measures within the Board when making crucial business and strategic decisions for the Association.

As there is a requirement under Article 28 of the Association’s Articles of Association that the Board shall consist of no less than six (6) Directors, it is proposed to appoint a number of interim Directors, to ensure that the day-to-day business and ensure the quorum for such business can take place.

It is proposed that any additional Directors required to meet these requirements, shall be named following the passing of this Special Resolution and also on an interim basis, until such time the Association is in a position to appoint the additional number of Directors as set out in Article 29, if a deficit should exist.

Kind Regards

The attached resolution read:

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITALRESOLUTIONS

BASKETBALL ENGLAND (the Association)

Co. Number: 01429756

Under Chapter 1 of Part 13 of the Companies Act 2006 (the Act), the members of the Company propose, pursuant to Section 301 Companies Act 2006, that the following resolutions are passed:1. THAT pursuant to Section 168 of the Act and Article 56 (f) of the Association’s Articles of Association, the following Chair to is to be removed from office with immediate effect on the date of this resolution:
Clare Wardle2. THAT the following individual is appointed as Chair of the Association, on an interim basis, from the date of this resolution:
Sir Rodney Walker

Whilst the membership group continues to seek legal counsel – Hoopsfix has seen a letter from a solicitor believing there is no reason the resolution should not have made the Agenda – they are also continuing their fight, meeting with Sport England later this month, ahead of Basketball England’s AGM on September 1.