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NHA – Special General Meeting Called

Wednesday, 20 April 2016 at 14h30, at the Head Office of the NHA

In terms of Clause 26 of the Constitution of the National Horseracing Authority (“NHA”), any amendment to the Constitution shall be by way of a special resolution, passed at a Special General Meeting called for that purpose.

SGM

The National Board has resolved to call, and notice is accordingly hereby given of, a Special General Meeting to be held on Wednesday, 20 April 2016 at 14h30, at the Head Office of the NHA, Turf Club Street, Turffontein, to consider and vote on the proposed amendments to the Constitution as set out in the document titled: “Proposed Amendments to the Constitution of The National Horseracing Authority – March 2016” a copy of which can be downloaded below.

An explanatory memorandum, relevant to the proposed amendments to the Constitution, (together with the prior explanatory memorandum of December 2015), can also be downloaded below.

1.To download the explanatory memorandum (March 2016), click here.

2.To download the prior explanatory memorandum (December 2016), click here.

3.To download the Proposed Amendments to the Constitution of The National horseracing Authority – March 2016, click here.

4.To download a proxy form for the Special General Meeting, click here.

 

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2 comments on “NHA – Special General Meeting Called

  1. Brett Maselle says:

    I write this under the pain of possibly suffering unjust and conscious discrimination.

    One of the altered provisions of the Constitution gives the Board of the NHA powers to get rid of members. It reads:- “The NATIONAL BOARD, after affording a MEMBER a hearing and giving reasons, may cancel the membership of that MEMBER if it is of the opinion that the MEMBER is or has been guilty of improper or dishonest conduct, or has abused his position or status as a MEMBER, is unfit to be a MEMBER or has, in any way brought the NATIONAL HORSERACING AUTHORITY into disrepute.”
    I believe that this change is against public policy. The clause is too wide and too far reaching and so is the discretion given to the Board. Put simply, if the Board is of the opinion – despite their opinion being wrong – that the members conduct falls under the wide meaning of the clause -then they can cancel the members membership and goodbye member.

    The NHA board has not informed members of the correct facts in its explanatory memorandum.
    The following is stated by the Board of the NHA. “The proposed amendments to the Constitution were not approved by the requisite majority of members, at the January SGM. This was because the breeders, in particular, expressed a concern that the proposed amendments risked that their interests might not appropriately be catered for in terms of the revised Board structure and nomination process.”
    The truth of the matter is that the NHA Board did not put all of the January 2016 proposed amendments to the vote. Mr Rian du Plessis, the CEO of Phumelela and a director of the NHA stated that there was no need to put the issues to the vote as it was clear that they would not be passed. Not a single individual comprising the NHA Board opposed Mr Du Plessis and that effectively caused the Special General Meeting (“SGM”) to be brought to an end. To the best of my recollection, it was never stated by anyone at the SGM that the Breeders opposed the amendment because the Breeders were concerned about their interests. As I recall, Breeders expressed their objection through the TBA. It sent emails to its members.
    I expected the NHA Board to have put out a forthright explanation but they have not. It is disheartening. The minutes of the last SGM -held in January 2016 – have been requested and to date they have not been provided. I doubt that they will be provided prior to the next SGM on 20 April 2016. The failure by the NHA to publish the minutes of the January 2016 SGM (and the 2016 AGM) is confirmation to me that there is a lack of caring for members and a lack of sufficient transparency.

    When it comes to a meeting of members, as I understand it, there is a duty to make disclosure of all relevant information. The Board of the NHA has not done so. The obligation is to provide material information as will fully and fairly inform members of what is to be considered at the meeting and for which their proxy is sought. The information needs to enough to enable members to judge for themselves whether to attend the meeting and vote for or against the changes to the Constitution or whether to leave the decision to be determined by the majority at the SGM. The NHA Board is not allowed to turn a blind eye or neglect relevant issues in its explanatory memorandum. They must not avoid placing before members information which may contradict or qualify any particular position taken by them. I believe that they have. The NHA Board knows that a members right to receive the necessary information arises from an implied term in the contract between the NHA and the member. The NHA board know or ought to know that a member has the right to insist that he or his fellow members do not receive information which is inaccurate.
    I have been informed that the NHA reads all websites which deal with SA horseracing.The NHA Board has provided an inaccurate explanatory memorandum and has failed to deal with and explain the reasons for each change. I ask that it immediately correct the situation. This unnecessary cloak and dagger stuff by the NHA Board needs to end.

    What irks me is that the biggest debtors of the NHA, who are the Operators were all – at time of the January 2016 AGM – in arrears with their payments to the NHA(and may also be in arrears currently). What has the NHA done? It certainly hasn’t taken steps against the Operators. The NHA should be suing the Operators. To hear a representative of the NHA saying that its job is to look after the interests of Phumelela is extremely disheartening and worrisome. The NHA is supposed to be an independent regulatory body.

    I have plenty more to say.

    I will let you know when I get my notice to attend an Inquiry.

  2. Jess K says:

    I don’t believe that the NHA can make this integral change to its constitution as it impacts not just on its future impartiality in administering the sport but seeks to change the very structure of horseracing. One must bear in mind at the time of incorporation more than 15 years ago, where Phumelela was given a 10 year ‘exclusivity’ window (plus tax concessions), it was done and based within the framework/structure of having and maintaining an independent body (the Jockey Club/NHA) to oversee and regulate the sport/industry. It was never the intention to allow the Operator total control at incorporation, and even “safe-guarded” at least a 1/3 of the shares to be held in the “Racing Trust”. I don’t believe the NHA, under financial duress or otherwise, can change these conditions and structure of horseracing, members consent or not. In my opinion this goes beyond the mandate of the NHA (and the Operator) and any such structural changes can only be invisaged with consultation and negotiation with the relevant Government bodies, Competitions Board and Gambling Board.

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