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14 Edward Grove New Barnet Herts EN4 8BA Telephone: 020 8441 6908
Mr John Lofts
3rd March 2006 Dear John,
THE CONDUCT OF THE OFFICERS OF THE SEAA LIMITED
Irrespective of the dubious concept of "Governance" within a voluntary sport, the SEAA is a limited company with shareholders, assets and a duty to manage the business in a responsible way. Any director or officers looking after a company should not act outside their own authority, or commit the company to transactions or agreements that are outside the law or outside their own company's articles of association, and to avoid placing themselves in a position where their personal interest conflicts with those of the company. At the meeting on 4th January 2006 the Treasurer delivered a financial report dated 23rd November 2005, which showed, under the heading of "2007 Plan", a zero income to the Association from affiliation fees. Furthermore, this financial plan showed a new item: "Office Contribution from Southern Hubs", as earning £48,000 worth of income, and a £15,000 grant from England Athletics. This change in emphasis for the business, from club affiliations to commercial activity and a grant handed down from a new organisation represents a significant change in the nature of the SEAA Limited, and a huge reduction in the income to the Association. Furthermore I noted with alarm that the expenses of the General Committee in the 2007 plan was zero, thereby implying that its control of the Association, and therefore the control by the clubs and counties would end. By virtue of the fact that this report was presented to the committee in the familiar format of the Association's accounting budget, this 2007 plan represents changes which are outside of the authority of the Treasurer, and the collective authority of the General Committee and the Management Board. Indeed the plan is contrary to the views expressed by the General Committee over the last two years. Furthermore the plan represents changes which have been rejected by the Athletics Clubs at two EGM's of the AAA of England on 29th October 2005, and 10th December 2005. The clubs in the South of England represent a high proportion of the AAA of England, so it is reasonable to presume that, were the SEAA to have asked its members to vote on the changes as anticipated in the Treasurers 2007 plan, the resolution would be rejected. When I sought clarification of these important issues at the meeting of the General Committee on 4th January 2006, the Treasurer declined to explain his 2007 plan on the grounds that it was not relevant, and you as Chairman demanded that this response be accepted. Furthermore you insisted that the meeting move on, thereby obstructing any scrutiny of this hugely important matter. At the most recent meeting on 1st March 2006, incredibly, the Treasurer's Report was reduced from a familiar 3 column budget to a 2 column budget with the 2007 year excluded, thereby avoiding any possibility of scrutiny by the General Committee. I pointed out during the meeting that this neglect of duty had potentially serious implications for the Directors and Officers of the Company. If any Director or Officer of the South of England AA Limited is believed to have acted in a way to reduce the value of the Association to its shareholders, those Directors or Officers can be held personally responsible for the damage to, or losses sustained by the company. I also pointed out that Directors and Officers should be aware that they can be held legally liable to the value of their entire personal wealth including their home. Such facts must not be avoided, and the Association must seriously consider the need for Directors and Officers Liability Insurance. At the meeting of the General Committee on 4th January 2006, the Honorary Secretary was instructed to obtain an independent legal opinion concerning the ability of UK Athletics to "transfer governance" away from the SEAA Limited. A reasonable assessment of this request would require that the following questions be answered:
It is unknown how the Honorary Secretary framed his request for a legal opinion, however He brought to the General Committee an email from a Solicitor which can be politely described as inadequate. Burnand Brazier Tisdall, Solicitors of 39 Church Rd, Hove, E.Sussex wrote in their email of 1st March 2006:
After questioning by the Committee, the Secretary admitted that he had not shown the SEAA's own Memorandum and Articles to the Solicitor. Furthermore the Secretary was unable to provide the Committee with a copy of his invitation to the Solicitor requesting a legal opinion, and had no knowledge of how much the legal advice would cost the SEAA. These are extremely serious matters, and it is not good enough for you as Chairman to protest that you are "fed up with talking about politics", and to close the meeting prematurely because you would prefer not to address these fundamental issues. The time has come to obtain a serious legal opinion that considers the questions outlined above, and to formulate clear resolutions that can be put to the membership at an EGM for voting on. Yours sincerely
C.Zacharides
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| The following reply was received from John Lofts, Chairman of the SEAA |
Mr C Zacharides
Dear Zac, I thank you for your letter of March 2006. I am writing to express the concern of the Directors of the SEAA as to whether you may have breached your privilege as a member of General Committee. You passed information relating to our incomplete meeting on 1st March to other people outside the SEAA. You are well aware that all minutes and information regarding meetings are confidential until the minutes are approved at the subsequent meeting. Your colleagues on the committee are incensed at this breach of privilege and confidence of the meeting. I will be grateful if you will send a reply by email via Linda Whitehead at the office explaining your actions by Tuesday 14th March so I may present them to the meeting on 15th. Yours sincerely
JOHN LOFTS (The letter was signed PP by Linda Whitehead, the SEAA office manager) |
| The following reply was sent on 10th March 2006 |
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14 Edward Grove New Barnet Herts EN4 8BA Telephone: 020 8441 6908
Mr John Lofts
10th March 2006 Dear John,
SEAA LIMITED - SERVANTS OF THE CLUBS AND COUNTIES
As regards my "awareness" that the SEAA meetings are confidential, I challenge you on this. I am not aware of confidentiality and I do not accept such secrecy. I am the Hertfordshire County Representative. All County and Club Representatives must have the freedom to discuss the activities of the SEAA as they interpret them. The only effective way to challenge unpopular comments by individual delegates is transparency. Furthermore I would refer you to the minutes of the General Committee meeting dated Wednesday 5th January 2005, Paragraph 6.2: "Mr Zacharides, Hertfordshire County representative, objected to being sent the paper and not being able to discuss it with his county colleagues. He said he would rather have not received it". This is the only time I have been made aware of the institutionalised secrecy of the SEAA, and I rejected it immediately in the most transparent way. What can possibly be secret in a sport of running, jumping and throwing. If I deem discretion is appropriate, I will exercise that discretion. I will rely on those who have elected me onto the SEAA General Committee to judge my conduct. Your failure to comment on the content of my letter of 3rd March 2006 is noted. I reject your school bully tactics in stating "Your colleagues on the committee are incensed at this breach of privilege and confidence of the meeting". I have received sympathy, empathy and support from my colleagues on the General Committee. Your failure to address the grave concerns outlined in my letter of the 3rd March 2006 is the true scandal. In the name of transparency, I hope that you will table a written response to my letter of 3rd March 2006 in advance of the meeting on 15th March 2006. This will free up the committee's time, and allow for more clarity as regards your views, and the arguments and philosophies which support these views. Yours sincerely
C.Zacharides
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| The following reply was received from John Lofts, Chairman of the SEAA |
Mr C Zacharides
Dear Zac, I thank you for your letter of March 2006 regarding the conduct of the Officers of the SEAA Limited. To reply to your points:-
Your sincerely,
John Lofts
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| A further reply was received from John Lofts, Chairman of the SEAA, together with the previous letter. |
Mr C Zacharides
Dear Zac, Further to your letter of March 2006 reference SEAA Limited - Servants of the Clubs and Counties. Whilst you are correct that as a County Representative you are elected as the gift of the Hertfordshire County AAA your membership of the General Committee of the SEAA is subject to the rules and regulations of the SEAA. It is the usual practise in any committee that minutes are draft until agreed at the meeting, and you yourself have made amendments in the past. There is nothing in it that can be construed as secrecy but minutes are one person's assessment of what was said and it may not necessarily be right hence the confidentiality. I trust that when you speak for Hertfordshire that you have the support of the members of that Committee. I find your suggestion that I am a bully boy Chairman to be a joke. The office has been inundated with e mails of angry responses to your behaviour on the 1st March 2006. The Association's work is not done in the General Committee but in all the Committees and Sub-committees which facilitate the smooth running of the sport and much of which is taken for granted. Your sincerely,
John Lofts |
| The following reply was sent on 31st March 2006 |
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14 Edward Grove New Barnet Herts EN4 8BA Telephone: 020 8441 6908
Mr John Lofts
31st March 2006 Dear John, SEAA LIMITED - SERVANTS OF THE CLUBS AND COUNTIES Thank you for your two letters, both dated 14th March 2006.
As regards your second letter also dated 14th March 2006, dealing with confidentiality, you refer to my membership of the SEAA General Committee as being "subject to the rules and regulations of the SEAA". Please provide me with a copy of these rules and regulations so I might distribute them widely, and if appropriate challenge them. As regards your reference to it being the usual practise to keep the minutes of meetings confidential until after they have been formally confirmed as a true record of the meeting, I would refer you to the House of Commons web site where the minutes of meetings are routinely published in draft form. The SEAA is a body accountable to its membership, and I reserve the right to report on the meetings as I see appropriate. I am happy to have my personal account of the meetings challenged, but I am not happy to have them suppressed in the name of confidentiality. Please understand that as an elected representative on the SEAA I have no time for confidentiality. I consider this to be a controlling mechanism, and counter productive to the best interests of the Clubs, the Counties and the Sport. Like any sensible individual I am happy to apply discretion when appropriate, however my discretion is a matter for my personal judgement. In view of the fact that we are now in an election process, I would advise you that I consider our correspondence to be of importance to the clubs in the South of England, and intend making both of our comments widely available. Yours sincerely
C.Zacharides
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