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NHA SGM Minutes

Held on 15 January 2020

The National Horseracing Authority of South Africa held a Special General Meeting on Wednesday 15 January 2020 immediately following their Annual General Meeting.

The National Board had called a Special General Meeting to consider amendments to the Constitution as set out in the Notice of the Meeting.

Click here for the minutes

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14 comments on “NHA SGM Minutes

  1. Brett Maselle says:

    Below is clause 12.7 of the NHA Constitution which deals with the voting process.

    The words in CAPITAL letters are my emphasis.

    I ask the reader to do the following:-

    1) Read clause 12.7. below and focus on the voting and counting process.

    2) Read the minutes of the Special General Meeting and keep in mind that:

    2.1) there was a vote by hands only ; and

    2.2) proxies were only mentioned but not counted in the voting process.

    3) Do you believe that clause 12.7 of the NHA constitution was followed?

    “12.7 Every matter, other than that referred to in clause 26.1, moved at a meeting shall be decided
    by a majority of those personally present and entitled to vote AND THERE SHALL BE INCLUDED IN THE COUNT ALL PROXY VOTES properly received and in favour of a proxy holder being present
    at the meeting. In the event of an equality of votes, the Chairman shall have a casting vote
    in addition to his deliberative vote.”

    This is not rocket science stuff.
    I honestly never expected anything more of the NHA national board.

  2. Brett Maselle says:

    INVALIDITY OF SGM RESOLUTIONS

    Following from my earlier comment, the amendments made to the NHA constitution are unlawful and invalid.

    MORE GROUNDS TO COME

    There are grounds why the amendments are unlawful and invalid. I will set them out during the course of today and/or tomorrow.

    NHA DIRECTORS MUST BE HELD PERSONALLY LIABLE – A NOTE TO THE DIRECTORS

    A note to the NHA national board and those who are and purport to be properly appointed directors of the NHA. This includes ex offcio members of the NHA board.:-

    Clause 24 of the Constitution deals with indemnification afforded to directors and officials of the NHA. It states that: “All DIRECTORS and OFFICIALS of the NATIONAL HORSERACING AUTHORITY shall be indemnified against all losses, costs and damages which they or any of them may be put to in the
    bona fide exercise by them of the powers and duties conferred and imposed upon them under this
    Constitution.”

    Now that you have knowledge of the unlawful conduct regarding the appointment of members of the NHA national board and the invalidity of the resolutions passed at the SGM, you can no longer hide behind the clause that you have acted in a bona fide manner.

    When the NHA is found to have acted unlawfully through your conduct, the NHA will be entitled to and should proceed against you personally for you wrongful actions and all the losses it has incurred, including legal fees.

    By not correcting the wrongs and acknowledging the unlawfness of your actions, you will be author of your lighter pockets and downfall within the NHA.

  3. Brett Maselle says:

    Another disgrace in the saga and further confirmation of the invalidity of the SGM resolutions is set out below.

    Again where words have been set out in CAPITAL letters they are my emphasis.

    1)The AGM and the SGM were held on 15 January 2020 and shortly after these meetings the following press release was published by the Chief Executive, Mr V Moodley of the NHA.
    “15 January 2020 NEWLY APPOINTED CHAIRPERSON
    The National Horseracing Authority is proud to announce the appointment of Mrs Susan Rowett as its new Chairperson. ……………………………………………………………………………………………………………
    THE NHA and its National Board hereby WISHES TO THANK THE PREVIOUS CHAIRMAN , MR KEN TRUTER FOR successfully LEADING THE ORGANISATION through some turbulent times OVER HIS THREE YEAR TENURE as CHAIRMAN. MR TRUTER WILL CONTINUE TO SERVE AS A NATIONAL BOARD DIRECTOR.”

    2) A quick look at the SGM minutes shows that Ken Truter acted as the CHAIRMAN OF THE SPECIAL GENERAL MEETING OF THE NATIONAL HORSERACING AUTHORITY OF SOUTHERN AFRICA, HELD ON WEDNESDAY, 15 JANUARY 2020, IMMEDIATELY FOLLOWING THE ANNUAL GENERAL MEETING.

    3) Mr Truter should not have held the position of Chairman of the SGM and the SGM should not have proceeded on that basis. I say this for these reasons:-

    3.1)Clause 13 of the NHA constitution deals with SGM’s and states that “………. THE PROVISIONS OF CLAUSE 12, except clauses 12.1, 12.2 and 12.3.4, SHALL APPLY TO ALL SPECIAL GENERAL MEETING”

    3.2)Clause 12.5 of the NHA constitution (which is applicable to the SGM) states that “THE CHAIRMAN OF THE NATIONAL BOARD SHALL PRESIDE AT THE MEETING ……”.

    3.3)Given the above, Mr Truter was not chairman of the NHA when he presided over the SGM.

    3.4) Moreover, Clause 15.11.5 of the NHA constitution is confirmation of the above as it states that “……….. a DIRECTOR shall be entitled to hold office as CHAIRMAN FOR A PERIOD OF THREE YEARS …….WHEREAFTER HE SHALL NOT BE ELIGIBLE TO HOLD SUCH OFFICE …………..”. Immediately after the NHA AGM, Mr Truter lost his position as NHA Chairman. He continued only as an ordinary director.

    3.5) I have no idea when Mrs Susan Rowett was appointed as the NHA Chairperson. In any event the date and time when when Mrs Rowett became chairperson is irrelevant because Mr Truter took presided over the SGM as Chairman when he was not CHAIRMAN OF THE NHA and could not do so.

    Whichever way you look at it, the provisions of the NHA constitution were flouted. Mr Truter should not have presided over the SGM. Whatever was resolved at the SGM is invalid and void.

  4. Paul says:

    Not sure I understand the point made relating to votes?

    Vote totals attaching to proxies are listed. Votes of members present at the meeting (“their”) occured by show of hands. The penultimate paragraph refers to 2/3 majority of proxy votes AND members present being found. Perhaps the doc could be worded better but why the statement that only votes of the members present being counted?

  5. Paul says:

    I agree fully that NHRA must be held accountable but fail to understand the basis of concern here. Is there a genuine problem or are we looking to find issues – goodness knows there are real issues aplenty (same as with Rowlett/Kalmanson)?

    Always happy to be put right.

  6. Brett Maselle says:

    Hi Paul,
    I think we may be missing each other. The NHA minutes record the amount of proxies and what they may have stated. The proxies were not used in the vote. As an example some members may not have been present and therefore the proxy could not be exercised. Another example is that the person given the proxy may not have voted in terms of the proxy given or at all. The proxies are meaningless unless and until exercised. Also, Mr Truter at the time of the NHA SGM was not chairman of the NHA so any proxies of the votes could not be used by him. Moreover, the members alleging that they are directors of the NHA did not vote at all.
    The minutes show that the vote did not take into account all the proxies. This is an absolute requirements. Below is what is recorded in the minutes regarding the vote. Only 8 members voted and no proxies were included.
    “The Chairman asked whether the Members present wished to cast their votes by a show of hands. The Members agreed to cast their vote by way of a show of hands.The following were the results of the votes from the Members present at the meeting, excluding the National Board.”I hope the above clarifies the position.

  7. Paul says:

    Dear Brett

    Always happy to be set straight.

    In any event, as you state in following comment, thr Meeting is of no effect given the position of the Chair.

    Keep up the struggle! 0

  8. Twin Farrell says:

    Dear Brett,

    I do not know if you have picked this one up.

    stipulation 15.4.6 of the Con directs that subject to the interim arrangement set out in clause 15.6 below, a person shall be appointed as a National Board Director for a three year term, whereafter he shall resign at the close of the applicable AGM but such person shall be eligible to be re-appointed should the noms committee so decide.

    On my reading Mr Truter cannot remain as a National Board Director and should have gone home after the AGM or stayed at the SGM as a member of the national horse racing association.

  9. Brett Maselle says:

    Thank you Twin Farrell.

    Here is some more.

    Assuming for purposes of debate that the resolutions passed at the NHA SGM were valid (which they were not), the NHA management has, in a wrongful and flagitious manner, amended the NHA Constitution.

    As will be seen from what is set out below, the NHA has made changes to Constitution without authority to do so by the members of the NHA.

    Below is Clause 15 of the Constitution. The areas which are shown with a /# (word the inserted) # are the new additions to the Constitution and the words immediately preceding them are the old words.
    The wording of clause 15.4.5 is a new addition.

    15. APPOINTMENT OF NATIONAL BOARD DIRECTORS
    15.1 Subject to the transitional provisions set out in clause 15.6 below, there shall be a maximum
    of nine / #twelve# NATIONAL BOARD DIRECTORS, seven /# ten# of whom who shall be
    appointed by the NOMINATIONS COMMITTEE in the manner set out below.
    15.1.1 Five /#Seven# persons who are MEMBERS in good standing but are neither TRAINERS,
    ASSISTANT TRAINERS, STABLE EMPLOYEES, JOCKEYS nor APPRENTICE
    JOCKEYS (excluded positions); and
    15.1.2 Two /#Three/ independent persons who for a period of at least 3 years prior to their
    appointment, did not hold any excluded positions, were not licenced or employed by the
    NHA in any capacity, did not breed horses and/or did not hold any office or interest in
    any thoroughbred business.
    15.2 In order to ensure representation of the management of the NHA on the NATIONAL
    BOARD, the MANAGING DIRECTOR and the RACING CONTROL EXECUTIVE shall
    be NATIONAL BOARD DIRECTORS.
    15.4.5 of the five /# seven# MEMBERS to be nominated in terms of clause 15.1.1:
    15.4.5.1 at least one shall be domiciled in the Central Provinces RACING DISTRICT;
    15.4.5.2 at least one shall be domiciled in the Kwa-Zulu/Natal RACING DISTRICT;
    15.4.5.3 at least one shall be domiciled in the Western Cape RACING DISTRICT; and
    15.4.5.4 at least one shall be domiciled in the Eastern Cape RACING DISTRICT and
    15.4.5.5 at least one shall be registered with the NHA as the owner of a stallion and/or mare at
    stud.
    15.5. No person may be appointed, re-appointed or co-opted as a NATIONAL BOARD
    DIRECTOR if:
    15.5.1 he has reached the age of 70 /# 75# years;
    15.6.1.3 in the event of there being less than seven/ #ten# NATIONAL BOARD DIRECTORS
    deemed to have been appointed as provided for in clause 15.6.1.2, then the
    NOMINATIONS COMMITTEE shall, as soon as it is convened, nominate additional
    persons to serve as NATIONAL BOARD DIRECTORS, so as to bring the total
    number up to seven /# ten#. In exercising its powers to nominate additional persons, the
    NOMINATIONS COMMITTEE shall as far as possible endeavour to ensure that the
    composition of the NATIONAL BOARD reflects the provisions of clause 15.1.1 and
    clause 15.

    At the SGM, the following questions were put to the vote and affirmed by meeting.

    “It is proposed that the Constitution be amended in order
    to provide that:

    1. A quorum of a minimum of 3 persons from Nominations Committee to attend meetings to
    appoint National Board Directors.

    2. The National Board Directors be increased from nine to twelve.

    3. Add a member on the National Board domiciled in the Eastern Cape.

    4. Amend the retirement age of National Board Directors from 70 to 75.

    5. Amend quorum for meetings of the National Board Directors from five to seven.

    Given the specifics of what was voted on and that the members were voting on a change to the Constitution which cannot – like a NHA rule – be willy nilly changed by the National Board, what furnishes the NHA management with the right to make the following amendments to the Constitution:-

    a) replacing the word “seven” with “ten” in clause 15.1
    b) replacing the word “five’ with “seven” in clause 15.1.1.
    c) replacing the word “two” with “three” in clause 15.1.2.
    d) replace the words “seven” with “ten” in clause 15.1.6.1.3

    The way that the NHA is going about its “business”, it is very hard to believe that it can fulfil its
    objects of promoting and maintaining honourable practice and eliminating malpractice which has arisen in thoroughbred horse racing.

  10. Brett Maselle says:

    A few titbits

    ONE

    The chairperson of the NHA goes by three names

    1) Ms SE Kalmanson – in the records of the NHA as member
    2) Mrs S Rowett – on the NHA website as Chairperson
    3) Mrs S E Kalmanson Rowett – when attending the SGM.

    No explanation has been forthcoming.I hope that the use of three names does not mean three personalities.

    TWO

    The NHA has as its attorneys Mr R McKaiser of Rurik McKaiser Attorneys.

    Previously the NHA had Mr N Roodt of Fasken Martineu Inc. This firm used to do work for the TBA under the instruction of one of the names that is the chairperson of the NHA. I wonder if they will go back to working for the TBA.

    THREE

    Mr Dalomo who was appointed by the nominations committee as an independent director never attended a NHA AGM. He held his position for 3 years.

    Adv Lebala SC who was unlawfully appointed by the nominations committee as an independent director (as two had already been appointed) has never attended a NHA AGM. He has held his position for 2 years.

    Well done to the nominations committee for appointing people who have a keen interest in horse racing!!

    FOUR

    Mr A M Costa and Mr R A Napier attended the SGM. Mr Costa has sat on the Nominations Committee. They are ex chairman of the Jockey Club. They are utilised by the NHA for appeals and inquiries.They have been practising law for 40 years plus. They said and did nothing about the manner in which the SGM was held.

    Mr A M Costa was present at the Racing Association AGM circa 2005 when the RA – under the chairmanship of Chris van Niekerk – passed a resolution that was set aside by the High Court for not having the necessary quorum of people.

  11. MGram says:

    Adv. Maselle I find some of your observations very interesting indeed. May I ask if you are ever challenged by the NHA for your views? I ask this because my cousin recently received a cease and desist demand from the NHA lawyers. The reason for this was due to him sending a merry xmas message to one of the NHA employees. You cannot make this nonsense up. Your comments are a lot more contentious so I wonder why you are not silenced when he is?

  12. Brendon says:

    If an organisations main purpose for existence, as a regulatory body, include the following:

    i) “to make and promulgate, add to, repeal and alter the RULES” and “To serve the industry through excellent, efficient and effective administration”
    ii) “to make and promulgate, add to, repeal and alter the RULES”
    iii) “the power to interpret the meaning, intent and effect of any of the RULES”.

    Then how does such an organisation that appears to misunderstand the simple and basic provisions of its own constitution instill confidence and convince an industry that it is adequately diligent to do i), ii) and iii) above?

    The CVs of members of the National Board and the Nominations Committee suggest that they are not lacking any legal knowledge nor expertise . So, the question is: how does the incoming Chairperson of the NHA misunderstand when her appointment as Chairperson starts and the outgoing Chairperson misunderstand when his appointment as Chairperson terminated? Clause 15.11.4 of the Constitution is clear on this matter! Bear in mind that these individuals and their predecessors are the only individuals that are eligible to be appointed to the Nominations Committee who in turn appoint the National Board who are ultimately responsible for the regulatory framework.

    As a reminder, the remedial actions recommended by the Public Protector included: “establishment of a statutory and independent body that will serve as a Regulator for Thoroughbred Horse Racing in the Republic”.

    It is my view that the NHA and the current provisions of its Constitution conflicts with the Constitution of RSA and specifically the following Founding Provisions in Chapter 1:
    1(a) “… the achievement of equality…..”; and
    1(b) “… non-sexism…”

    By virtue of the provisions of the NHA’s Constitution, currently, no person other than of male gender and be elected to the Nominations Committee. How did all the legal minds and non-legal minds vote for the Nominations Committee provisions (clause 14) of the NHA Constitution to be passed?

    I’m hoping that someone on this forum can enlighten me to UNDERSTAND HOW THE NHA AND ITS CONSTITUTION exists in compliance with the Constitution of the Republic of South Africa.

    Here is another take on how significant an impact the FOUR MEMBERS OF THE NOMINATIONS COMMITTEE OF THE NHA has on the sport of Horse Racing beyond its FEW THOUSAND members, most of whom appear to be disinterested (based on attendance at AGMs and SGMs).

    1) The workforce – Phumelela has indicated that the industry accounts for approximately 140,000 jobs;
    2) Local punters – let’s assume, for illustrative purposes. that in the SA there are 100,000 punters;
    3) Overseas punters – let’s assume for illustrative purposes, that foreign racing jurisdictions that bet on SA racing amount to 200,000 punters (UK, AUS, HK, France etc.)

    How does the NHA get its legitimacy when it’s decisions or lack thereof has such a profound impact on stakeholders, local and foreign, who are at the mercy of the actions and decisions of the 4 members of a Nominations Committee whose appointments are not subject to an democratic or credible elective process by those that it purports to serve?

  13. Editor says:

    Comment from Steve Reid:
    The NHA have never been shy to rush a press release out when it suits them. The obvious question that needs to be asked is why has this evidence not been released? An NHA director has sent me a whatsapp stating that “allegations of impropriety against the NHA were shown to have no basis in FACT”

    When will we all be having these FACTS? My money is that Maselle will have them if they ever produce these so-called facts and that they are deliberately being withheld due to this. The NHA’s integrity being shown at its finest like on so many previous occasions.

  14. MGram says:

    I am calling bs on the Jockey Club proving that Maselle is incorrect in his reading of the legality of some of the appointments to be NHA board.

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