Volleyball England AGM 2024: Your questions answered

Each year Volleyball England holds 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.

Volleyball England AGM 2024: Your questions answered 

Each year Volleyball England holds 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 at 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: 

 

1. There’s a lot of paperwork, can you tell me what the Board’s advice and guidance is on how to vote on the various resolution? 

The final appointment form can be found here. 

There are four groups of resolutions for the 2024 AGM that members can vote on. Board recommendations of ‘for’ or ‘against’ are listed within each resolution.  

As well as the normal director appointments and auditor appointment, there are two special resolutions from an Affiliated Club that want to change the articles of association about how Elected Directors are appointed and re-appointed. 

A bit of context for these special resolutions:- 

• The Board received two resolutions from Bartek Luszcz on behalf of IBB Polonia London (seconded by Cisel Ormanci on behalf of Little Giants VC, Geoff Allen on behalf of Wessex VC and by Jayne Jones on behalf of Cardiff VC) about how Elected Directors are appointed and re-appointed.  

• The Board looked at those resolutions and got independent legal advice. Some parts of the resolutions make sense to improve the governance processes we follow, but some parts are impractical for us to do and go against the law or the Code for Sports Governance. 

• We tried to talk to the Affiliated Club that proposed them to find a middle ground that keeps most of the changes but avoids the ones that are problematic. 

• But the Affiliated Club and its backers didn't agree to the middle ground the Board offered. So, the resolutions go to the vote as they are. 

• This is why the Board can't support the resolutions. We explain more in the AGM paperwork that is linked within the answer to question 2. 

• Clubs can of course, choose how to vote.  But for the reasons above the Board recommends that Affiliated Clubs vote against the special resolutions. 

• The Board would welcome open discussions at the AGM on the proposals for re-appointing Elected Directors and will include any agreed positions in our policies and procedures after the AGM (which we can do without changing the Articles). 

 

2. Where can I find the paperwork for the AGM? 

The AGM notice (issued on the 31st May 2024) can be found here.  

The final appointment form notice (issued on the 10th June 2024) can be found here. 

 

3. Why has the Board included its voting recommendation on the voting form?   

 Volleyball England (English Volleyball Association Limited) is a company limited by guarantee registered at Companies House in England.  It is therefore bound by the Companies Act and the principles of good corporate governance (including the UK Corporate Governance Code).   

The Companies Act places certain legal obligations on the Board and each individual director. 

For example, the Board is under an obligation (under s172 of the Companies Act) to act in a manner they believe, in good faith, will promote the success of the company for the benefit of its members as a whole.  

In addition, a Board must provide its members with information necessary to make an informed decision.  Therefore, taking these obligations into account a Board typically makes it position clear to its members on any resolution so that they can consider the board's recommendation when making their voting decisions.   

Of course, members are free to ultimately determine how to vote.  But it is good and common practice for a Board to set out its recommendation and the reasons behind it as we have done to enable members to make an informed decision. 

 

4. Why has the Board not included its indications in previous years? 

In previous years the Board has supported all resolutions and been the entity that put them forward.  Therefore, there was no need to include extra language confirming this as it was clear that the Board supported all resolutions.   

The difference this year is that two of the resolutions were not put forward by the Board.  The Board tried to talk to the proposer to reach a resolution that the Board could support but this was not possible.  Therefore, as set out above the Board is under a duty to inform shareholders of its recommendation.   

 5. My club had received an email from a member that raises a number of issues and concerns, can you please provide responses to: 

          1. Why didn’t you share the AGM notices with individual members? 

We have made all notices available to all Members on this webpage (see question 2) 

As per Article 14.4, Individual Members are not entitled to receive notifications of General Meetings. Notifications are sent to Affiliated Clubs, Affiliated Associations and Honorary Members. Please note that for the purposes of voting, Affiliated Clubs are the only Members of the Association eligible to vote and therefore all club committee members MUST be aware of the decisions that they are making. 

           2. What is the current process for recruiting new board members? 

Every year, the Chair and Vice Chair of the Board undertake annual reviews with every Board member. These reviews include a performance review as well as an opportunity for the Board member to provide feedback on what they believe is going well and could be improved. This feedback is then provided to the CEO and helps to inform and shape their yearly objectives. 

At the conclusion of the review, recommendations on Board members continuance (regardless of term) on the Board are provided to the Nominations Committee. Where vacancies occur, an assessment is undertaken by the Nominations Committee against a Board Skills Matrix to identify what skills are required from new Board members. 

Following the above, an advert is placed on the website and promoted to the Membership. At the closing date, applicant information is assessed by the Nominations Committee and interviewing is undertaken. Candidates who possess the required skills are then recommended to the wider Board for approval before being either put the Membership for election if an Elected Director or appointment being confirmed at the next General Meeting if an Independent Director. 

This is all in line with our Articles and Code for Sports Governance. 

         3. Why wasn’t a vacancy advertised last year? 

As per the process indicated above, the Nominations Committee met on the 31st May 2023 to discuss the Board evaluation process and to assess the Skills Matrix.  

It was deemed at that time that the Board had a good breadth of knowledge and skills across all areas and therefore a recommendation was made to the Board to not recruit to the vacant 12th position on the Board. 

During the same Nominations Committee meeting, the performance of Board Members coming to the end of their first term of office (4-years) were also reviewed. The summary of this was that there were no performance issues from the Board or the Membership that had been raised so accordingly the decision was made (later ratified by the wider Board) to recommend the Board member to the Membership for re-election. 

           4. How was last year’s voting procedure vandalised and what was the outcome of the investigation? 

A summary of the events that took place before the 2023 AGM are below, please note that Sport England and Independent Legal Advice was gained throughout: 

• 30th June 2023 – AGM Notice and pack distributed. 

• 9th July 2023 – Special resolutions received from a VE member. 

• 10th July 2023 – Additional board meeting to discuss special resolutions. 

• 17th July 2023 – Informed by the membership that misinformation was being circulated in relation to the proposed article changes. 

• 18th July 2023 – Volleyball England staff contacted clubs across our 9 regions to: 

• Address any questions if they had received above mentioned misinformation. 

• Adress any questions clubs had in terms of the proposed article changes and their importance for the future health of the sport. 

• Encourage clubs to exercise their rights to vote. 

• 19th July 2023 – Members of the Volleyball Community forwarded an email that contained a completed voting form instructing members on how to vote. 

• 20th July 2023 – Board discussion on to discuss the voting form issue and decision made to withdraw resolutions as the integrity of the voting process was compromised. 

• 22nd July 2023 – Volleyball England 2023 AGM. 

A full and thorough investigation has and is being undertaken which has included independent legal advice and guidance from Sport England. Outcomes to date have been discussed by the Board and appropriate action has being taken.  

Due to the confidential nature of such proceedings, we cannot go into any further detail on this. 

          5. How was the Board member reappointed last year without a resolution? 

The reappointment of the Director was entirely consistent with the Articles. The Articles (specifically Article 32) contemplate a situation whereby an Elected Director reaches the end of his or her term of office, is eligible for reappointment, and is prepared to be reappointed – as was the case last year.  

In these circumstances the Elected Director is deemed to be reappointed unless a contrary resolution is proposed, which it was not. 

6. Who has officially seconded the special resolutions? 

The Special Resolutions proposed by IBB Polonia London have been formally seconded by Little Giants VC, Wessex VC and Cardiff VC only. 

7. Have members reached out to the Board/CEO to engage in dialogue and has this been refused? 

Every request for conversation and dialogue has been fulfilled. Where Members have engaged, positive and progressive conversations have taken place. 

There are however a number of Members, including those circulating misinformation that despite being offered the opportunity to engage with the Board on numerous occasions, haven’t taken up the opportunity.  

8. How do the proposed resolutions go against the law or the Code for Sports Governance? 

The Companies Act places obligations on us as a registered company. The proposed resolutions would compromise our ability to comply not least as directors are under an obligation to act in the best interests of the company. The obligations in the proposed resolution restrict this ability (e.g. need to put all applicants that fulfil recruitment process forward and incur additional expense and commit additional time to run processes when not required).  

In terms of the Code this requires us to run an open and transparent recruitment process to appoint directors that have the skills the board requires to drive the organisation forward. The resolutions restrict this as all must be put forward and the categories of who can apply are further restricted.  

 

9. We have received emails like this from Members in previous years, why do they continue to raise governance issues with Volleyball England? 

We quite simply don’t know - we have tried to engage pro-actively with the individual and a small group of members, but they continue to share misinformation to the membership. We appreciate this is confusing and unhelpful (and many of you tell us its unwelcome) but, of course, that is each individual’s choice. Please note that we do not provide them with your contact details. 

Volleyball England and the Board of Directors operates in line with all of its statutory responsibilities when it comes to our Articles of Association, the Code for Sports Governance, the Companies Act 2006 and the principles of good corporate governance (including the UK Corporate Governance Code). Any suggestion that the Board or organisation has wilfully disregarded or circumvented its statutory duties is rejected. 

Please also note that Sport England have recently provided a confirmation statement that Volleyball England is in full compliance with the Code for Sports Governance.  

We don’t wish to diminish the views of a small group of Members, but where these views are polarised, seen through very different lens’s and, they don’t wish to engage in a positive or constructive way, there is very little we can do.  

We strongly believe that our time should be spent on developing and progressing the sport, which as you will read in the Annual Report, we are more than doing. 

 

This page will be updated periodically with the answers to questions received in line with the AGM timetable.