21 Jun 2022

Volleyball England AGM: Your questions answered

Volleyball England AGM: Your questions answered

Each year we hold an annual general meeting (AGM) to bring together members and our Board of Directors to reflect on activity from the past 12 months and discuss plans for the year ahead.

It is an important date on which members vote on key matters and ask questions directly to the Board. Some members have taken the opportunity to ask questions in advance. Full answers to those questions can be found below.

A reminder that if you are planning to attend the AGM, please complete this short registration form as we are providing a light lunch. The AGM will also be live streamed via our YouTube channel.

 

1. Questions from person 1

A. What procedure was used for the selection of the Commonwealth Games Selection Tournament host and who was responsible for making the decision on where to host the tournament? 

Birmingham was the preferred city to host the Commonwealth Games Selection Tournament. Having explored multiple venues in the city there were no viable options. Therefore, with a limited timescale to find an alternative venue in an urban setting Deep Dish were selected as they met the criteria to deliver the event at a short notice.

B. How much is Oaks Consultancy - VE’s Commercial consultant - paid by Volleyball England and what is the Return on Investment - please provide a list of new commercial partnerships, together with their value, secured thanks to the partnership with Oaks consultancy 

The contract that Volleyball England holds with Oaks Consultancy details that the fee paid is predicated on generating at least the totality of the fee back. Over the last 12 month a mixture of refreshed and new contracts have been secured as follows:

  • Takethatphoto
  • SportSet
  • Bishops Sports
  • Errea
  • Universal Services
  • Innovation & Digital Fund

C. What are the details and benefits to Volleyball England of the partnership with SportSet?

  • A fee per annum paid to Volleyball England
  • A 10% partner discount on all training and match balls purchased by Volleyball England affiliated clubs/ members for NVL and VE competitions and programmes
  • A yearly supply of volleyballs provided to Volleyball England.

D. How was it possible that VE board allowed 2 ineligible directors to be elected at the AGM 2021? Who was responsible for this mistake? How many decisions and what decisions were made with the influence and/or participation of the ineligible directors?

As highlighted to the membership previously in an article published on the website the processes from the 2021 AGM have been reviewed in full by an independent lawyer and the appropriate actions taken. The Board intends to also cover this in more detail during the 2022 AGM.

E. How much money was Volleyball England to receive from the FIVB empowerment fund and was the money received and if not - why not? 

An application was submitted by Volleyball England in summer 2021 for £160k for the FIVB empowerment fund. The outcome offer was £36k which also required a matched ‘in-kind’ contribution.  A review will be undertaken following the Commonwealth Games of the coaching structure for beach volleyball.  This will help us to identify where the value of the FIVB Empowerment Fund and how it could be aligned to support the identified future coaching pathways and programmes.

F. Who are the candidates for VE CEO at this stage? 

The CEO application process closed at the end of May. The applicants have been shortlisted and the interview process commences WC 20th June. We hope to have concluded the process by the middle of July.  The names of the applicants are confidential.

G. What are the ambitions for VE recommended officials to join CEV or FIVB official structures

Based on the recommendation on the Officials Working Group Lead four people were put forward to become CEV technical supervisors. If selected, they will be allocated to supervise CEV competitions in the 2022/23 season in line with the requirements of the position.

H. What is the status of the Super League Development Group - what improvements the group established brought in and who is responsible for its operations? 

The development of the Super League remains within the Game Plan as a medium-term strategic aim.  Progress during the 2021-22 season has been delayed due to the short-term emphasis of competition development being focused on the Junior Grand Prix Series.

I. What is the status of the Beach Volleyball Working Group - what improvements the group established brought in and who is responsible for its operations? 

The Beach Volleyball Working Group is no longer part of the working group structure.  The governance responsibility sits within the Performance Working Group led by Alex Bialokoz under the Volleyball for Life Sub Group.

2. Question from person 2

I read with interest the Annual Report for 2021/22 and especially the sentiments of gratitude expressed by seniors within the NGB's hierarchy towards the volunteer community.  I do have to question, however, how heartfelt these feelings are when my own ‘lived experience’ is one where I feel mistreated and undervalued, and where my attempts to engage with senior personnel in the NGB, including at Director level, have been met with apathy and disinterest.  I have written not once, or twice, but 8 times on the issue of the Motor Mileage Rate that is paid to volunteers and, specifically, whether Volleyball England is reviewing the 25p per mile it currently pays which, I might add, is out of step with Government guidelines and rising fuel costs.  Apart from an initial acknowledgement, each of my correspondence has been met with silence.  This is a subject that I suspect affects many volunteers.  I already give countless hours for free to support Volleyball England’s activities but it is simply a matter of economics that I cannot afford to be out of pocket for the travel that I undertake to perform those voluntary duties.  I have made reasonable attempts to gain traction with the Finance department, the CEO (past and present) and Adam Walker but I have been met with a wall of silence.  There is a delicious irony here, that the Game Plan on which so much reliance is placed, is founded on 3 pillars, one of which is to deliver ‘An Ace Service’, yet in terms of its communications with stakeholders, which I count myself to be as a volunteer, the NGB has fallen well below the expected standard.  In the absence of any substantive decision on the future Motor Mileage Rate is it not good practice to at least provide a regular update so that I can be assured the matter has not been ignored and that I can expect a decision in due course?  I have received absolutely nothing.  I am aware that other volunteers have written with their own separate issues to the NGB but, like me, have not had the courtesy of timely or, in some case, any replies.  I first raised this issue 3 and a half months ago and have now given up. That to me sums up the reality of Volleyball England’s attitude to its volunteers.  Would the Board like to comment?

If further clarification is required, this is a question of accountability. Volleyball England is accountable to its stakeholders, including volunteers.  The issue is not so much about whether Motor Mileage is going to be increased but why the NGB feels it is able to ignore legitimate requests from its stakeholders.

Volleyball England responded to the query submitted and has committed to looking into the matter and determining a course of action that considers the views of all those affected as soon as possible.

The subject of mileage rate affects a wide cross section of people across the sport including volunteers, officials, NVL teams, staff and contractors. 

At all times, representatives of Volleyball England endeavor to respond in timely fashion, for more complex matter such as this one, a response including an outcome may take longer.

3. Questions from person 3

This group of questions have been submitted by person 3 and relate to the 2021 AGM process. More information on the independent review we commissioned into our Board recruitment process can be found here. Sport England has also provided a letter confirming compliance with the Code and its support for the organisation going forward which can be read in full here. Some of person three’s questions are based on unsubstantiated assertions. Volleyball England does not accept that the assertions are either truthful or accurate. We have published the questions (redacted where relevant as they refer to third parties) to be open and transparent.

A. Why has the voting procedure been made so complicated this year compared with previous years?

The voting process is the same as in previous years. The only exception is that this year we have introduced the use of Microsoft Forms to make it easier for clubs to complete the forms.

B. Why are the various forms needed not available immediately and subject to a double application? Asking clubs to go through the procedure twice with deadlines gives the impression of an organisation that does not really want participation by members.

Volleyball England sends out the relevant AGM documents to affiliated clubs (which are the voting members) at least 21 days ahead of the AGM. These include proposed resolutions. Sending out documents in advance of the AGM gives affiliated clubs time to review the resolutions and identify any matters that might be relevant to those resolutions (for example, suggesting other areas of the articles that might benefit from amendment in addition to those proposed). Matters raised in the documents may also prompt affiliated clubs to propose resolutions themselves.

Given that resolutions may be proposed up to 14 days ahead of the AGM, the voting form sent to affiliated clubs with the AGM ‘pack’ is included in draft form as the scope of the resolutions may change in response to affiliated club feedback. Once the scope and text of the resolutions is fixed, the final version of the voting form is sent to the affiliated clubs.

This process ensures that affiliated clubs can participate to the fullest extent by both providing feedback on proposed resolutions and proposing resolutions themselves. This is the same process as has been followed in previous years. Volleyball England wants to encourage participation by members in the AGM process and, therefore, advertises the date in advance of the formal notice being issued to give everyone maximum notice.

C. Under the Companies Act of 2006 a Special resolution requires a majority of 75% of votes. Changing the Articles is a special resolution under the Companies Act. This is an important legislative requirement that should have been included in the notice of the AGM. It has been previous practice. Please confirm you will inform all clubs of this requirement in advance of the deadline for voting by proxy and also at the meeting of this requirement? 

That is correct – on the notice of the AGM resolution 8 (which is the amendment to the Articles) is under the “Special Resolution” heading.

D. Please show where in the Companies Act 2006, or the Articles of Volleyball England is there a requirement for a club that proposes or seconds a special resolution for the membership to vote on at the AGM, to provide VE with a copy of a written resolution or formal minute by the club for that resolution to be accepted as an agenda item, instead of following the historical procedure of a club officer signing the application.?

Volleyball England’s articles (and the Companies Acts) allow voting members to propose resolutions for consideration at general meetings. For special resolutions, Volleyball England’s articles state that a proposed special resolution must be supported by two voting members, that is, two affiliated clubs.

Volleyball England’s company secretary is required to ensure that the administrative requirements of the articles are met. For example, if the proposer of a special resolution simply claims that two affiliated clubs support that resolution without further elaboration or explanation, this will require the company secretary to confirm that those affiliated clubs do indeed support the resolution. The company secretary may also need to confirm that the persons who are expressed to be speaking on behalf of an Affiliated Club are empowered by their club to do so. Without taking these steps, it would not be clear whether or not the resolution complies with Volleyball England's articles and is capable of being considered at a general meeting.

E. If a club officer votes on any resolution, or to elect any person at the VE AGM does VE require them to show a written resolution from the club indicating how they must vote before they are allowed to exercise their vote in person or by proxy?

To ensure validity of votes we have built into the process the need for the vote to come from the registered email address on VolleyZone. That is why after completing the Microsoft Forms voting form, the copy of responses need to be sent back to governance@volleyballengland.org to ensure that the person is aware their email address has been used to vote.  As set out on the voting form, Volleyball England reserve the right to check the status of a nominated proxy or authorised representatives.  From time to time we may carry out spot checks to ensure a due and fair voting process.

F. Why did VE reject a resolution asking members to require VE to postpone the changes to the articles to allow the members a proper chance to consider to consider them rather than only offering the chance to agree or disagree?

This resolution was not rejected. It did not comply with the requirements of Volleyball England’s articles because it was not supported by two affiliated clubs.

The Volleyball England Board had the option under the articles to support the resolution but unanimously agreed the resolution is unnecessary. The process adopted by the Board provides Affiliated Clubs with a significant period within which to review the explanatory notes and resources provided by Volleyball England regarding the resolution, raise questions of the Board as regards to the resolution, and make enquiries as to the nature of and reason for the changes to the articles. If affiliated clubs do not feel that that is sufficient, they can vote against the resolution.  

For an overview of the changes proposed to the articles please see the video here previously circulated to all clubs which explains the changes.

G. Does VE Board believe that it is ethical or democratic to actively prevent members from openly discussing and making their view on the overall organisation of their Association by refusing to allow resolutions that it believes may be challenging to the “official” perspective?

Volleyball England’s articles (and the Companies Acts) allow voting members to propose resolutions for consideration at general meetings, and to convene their own general meetings in order to consider such resolutions. Volleyball England’s articles also provide a right to a wide constituency of people with an interest in the good running of the sport to attend and speak at general meetings. This is in addition to the open communications approach taken by the Board and the executive regarding the way the sport is organised and governed.

H. If VE cannot provide a legal reason within the Companies Act or the VE Articles for rejecting it, will VE put the Resolution concerning postponing voting on Article changes on the Agenda and advise all member clubs of that fact?

Volleyball England’s articles (and the companies acts) allow voting members to propose resolutions for consideration at general meetings, and to convene their own general meetings in order to consider such resolutions. This is subject to any proposed resolution complying with Volleyball England’s articles and/or the Companies Acts. For example, a resolution proposed less than fourteen days before a general meeting will not be put forward for consideration because it will not comply with the Companies Acts. In addition, see the question answered above.

I. Why have you removed from the Articles in 31.3 that for the appointment of Directors “the process must be competence based”. Having drawn up a skills matrix for candidates if you do not use that on a competence basis how will you ensure that the selection process is fair and transparent and not subject to personal bias?

This language has been replaced with the language in the Code (see section 2.4 of the Code for Sports Governance) so that it maps exactly the code’s requirements and all appointments are made on merit in line with the skills and diversity required of the board which ensures a fair and transparent process and no personal bias.

J. Why are Board changing the present number of independent (4) and elected directors(8) to 3 independent and 3 elected with 6 presumably left “in the gift of the Nominations Committee”  when the updated Sport England Code of Governance does not require a change?

In line with the Code of Sports Governance the Board can be up to 12 members. Given the size of our organisation we do not always have 12 members on the Board. Therefore, having two specific figures does not work in there is a vacancy.  We want to ensure greater parity on the Board and ultimately the right skills mix.  Therefore Article 31.5 has been added to specifically address this in a more transparent manner.

K. Why is there is no explanation given for how the other 6 Directors will be named/nominated or elected?

Every one of Volleyball England’s Directors is and will continue to be appointed pursuant to an open recruitment process. An open process means that Volleyball England will advertise the post and explain what skills, experience and expertise are required, based upon the skills and diversity matrix developed by the Board.

L. Does the Board intend to appoint those six persons with an open and transparent advertised process?

Yes – this is a requirement of Article 31.3 which requires a formal, rigorous and transparent publicly advertised recruitment process for any Board appointment (regardless of whether Independent or Elected). This is also a requirement of the Code for Sports Governance.

M. Or it is proposing to use its new powers under the Article changes to  fill these posts with person of their choice without any referral to the membership for voting?

No – see above.

N. The proposed change to the definition of eligibility of a member in Article 31.6.3 would allow the Nominations committee -comprised almost exclusively of independent Directors- powers to  make any individual of their choice a member so that s/he can take the place of one of the 4 “reserved” elected member directors. How do members get protection from the Nominations Committee and Board packing the Board with persons with no background in the sport regardless of whether they show an interest in it?

The process for nomination and election of Elected Directors remains the same. Volleyball England will advertise the post and explain what skills, experience and expertise are required, based upon the skills and diversity matrix developed by the Board. The Nominations Committee will select the candidate or candidates that it considers are the best persons for the post and invite the affiliated clubs to endorse – or otherwise – their appointment by vote. The only difference is that the requirement to be a ‘member’ of Volleyball England in order to be elected has been qualified: a person who has the required skills, experience and expertise may be elected by the affiliated clubs to act as a director, even if that person is not a member.  Please see Article 31.5.

O. There are two vacancies for elected Directors why have the board not advertised them to the membership as required by the SE Code of Governance, the VE Articles and the Board approved Sustainability Policy?

As set out in the Sports Code for Governance the Board can be up to 12 members.  It does not need to have 12 members and the organisation can determine the precise size of the board at any time to meet its operational requirements. Having considered the skills matrix and the wider operational requirements at this time a decision was taken not to appoint an additional director at this time.  Any members wanting to join the board in the future are encouraged to reach out to the Executive or a current Board Member to make their interest known.  The second role was subject to an open advertisement process in 2021 and has been co-opted since that time and is now put forward to the members for voting.

P. Why are the Board proposing to change Art 31.9 to allow the Nominations Committee/Board to re-elect an elected Director without inviting other applications or testing whether the members at an AGM still wish that person to represent the membership?

The Nominations Committee will not ‘re-elect’ an elected director. If, once their term of office has expired, an Elected Director wishes to continue in post for a further term, the Nominations Committee will assess whether the director still has the requisite skills, experience, and expertise. If the Nominations Committee agrees that the director still has the required qualities, then they may be put forward for re-election by the affiliated clubs to act as a director.

Q. Does the Board not see that it will become self-controlling  and remote from the membership when the Independent Directors can reappoint themselves combined with if the changes in Articles 31.6 & 31.9 to elected members?

Please see above responses.  These changes are made to ensure fair process and compliance with the Code.

R. As the AGM is an important part of the volleyball year why is the detailed agenda not available on the new VE website so it can be seen and read by any member of VE?

The notice of the AGM has been sent to those entitled to receive it in accordance with the Articles.  We promote further via the website for anyone interested and have sent the full pack to any other member requesting a copy.

S. Isn’t VE trying to minimise interest and involvement by members in the AGM as there is no access to a detailed copy of the AGM on the website and VE is requiring a complicated and unnecessary double entry process that has never been required before for an AGM?

No – see above answers on the voting process which has been required for several years and this year has been made simpler.

T. Article 26.1.4 says the AGM must be delivered in accordance with the Articles and any instructions contained in the notice of the AGM. On Page 15 Para 1 line 3 in lieu of using the double entry application -which is only available with the pdf and not if that has been printed to circulate to club officers/members there is an instruction that states ;

  • “Alternatively, please fill out your preferences as listed on this Word document”. This instruction allows a club to copy the form and voting slip on Page 15 and page 16.
  • As exactly the same information is requested with both methods and a club follows the direction and  instructions on p15 to complete and return the details as a Word document this would represent a valid appointment and authority to vote if received by 5pm on Thursday 23 June 2022. Any attempt by VE to claim these were invalid would be challengeable.

This process would be valid assuming correctly filled in and returned by an authorised person – as you say this is clearly stated in the AGM pack.  The forms are provided to assist clubs in preparing a valid/correct proxy/appointed representative form only (and making it easier for them to vote) but any form that meets the criteria would be accepted.

U. The AGM is held in accordance of the VE Articles 24 – 27.  There is no limitation in these Articles on the number of proxies from different clubs one  individual in attendance may have subject to having lodged the appropriate forms ?

This is correct

V. Why is 11.1.2 included?  It is an infringement of a club’s right to decide in its own way how it wishes to vote and who it wishes to represent them. Giving that the same tactic was used by employees to try and influence a club’s vote on previous article changes and was roundly condemned by the membership why are you doing this?

This has been included in previous AGMs too to ensure that a fair voting process is followed.  These are simply checks to ensure the vote is valid and in no way to influence a club’s vote

W. Given that two clubs [Club name redacted] and [Club name redacted] have produced statements to the effect that the Deputy CEO [corrected Interim CEO who is the Company Secretary] rang questioning the clubs decision to put forward a special resolution the Board did not like. What is the justification for this Rule, what evidence is there that there has been any attempt at fraud ?

This question is based on unsubstantiated assertions. Volleyball England does not accept that the assertions are either truthful or accurate.  Volleyball England does not respond to specious questions.  

Volleyball England’s Company Secretary is required to ensure that the administrative requirements of the Articles are met. For example, if the proposer of a special resolution simply claims that two Affiliated Clubs support that resolution without further elaboration or explanation, this will require the Company Secretary to confirm that those Affiliated Clubs do indeed support the resolution. The Company Secretary may also need to confirm that the persons who are expressed to be speaking on behalf of an Affiliated Club are empowered by their club to do so. Without taking these steps, it would not be clear whether or not the resolution complies with Volleyball England’s Articles and is capable of being considered at a General Meeting.

X. Both clubs have stated they were intimidated by the [Interim] CEO [who is the Company Secretary] acting on behalf of the Board and told there would “ramifications” if they supported it. These statement are being passed on as part of a request to SE to review Governance procedures at VE.

This question is based on unsubstantiated assertions. Volleyball England does not accept that the assertions are either truthful or accurate.  Volleyball England does not respond to specious questions.  

Y. Please confirm that any proxy votes given to the Chair will be independently checked and verified by the tellers and to avoid any suggestion that all proxy votes were not made available or recorded incorrectly the full list of proxies and the votes each cast will be listed and made available?

All proxy votes are received by Volleyball England at the governance@volleyballengland.org email address and are independent checked and verified at that point prior to use the AGM.  As is usual practice, the teller will be provided with the full list to ensure that these are utilised in accordance with the club’s wishes.