Madrid, 02/11

mostly because it included one (not officially recognized by court) (greek) federation that made the appeal invalid right now

that view is valid, but it doesn't change the fact, that the old board didn't resign in november 2010

maxischn wrote:mostly because it included one (not officially recognized by court) (greek) federation that made the appeal invalid right now

right and that makes the last egm as invalid as upcoming one... never said anything different

where do you take the information from that a board has to resign when an EGM is called?

maxischn wrote:right and that makes the last egm as invalid as upcoming one... never said anything different

well yeah sorry, I've been thinking of normal statutes....

but I'd feel safer if catania would resign as he cant be trusted anymore...

and a funny thing is, that if the last egm can now more than ever thanks to an illegal greek president be seen as invalid, alan collins wrote the only true thing in his last mail, being the only truly bod member left right note and we should only follow his suggestions

I do not know what to do more.

But I think why not we invent the rules just for our comfort.

This is not the same stuff Catania?

We forget that we who have asked for a conference.

i think somebody should record all the points to be changed in our statutes and then overhand it to the new board.

maxischn wrote:well yeah sorry, I've been thinking of normal statutes....

but I'd feel safer if catania would resign as he cant be trusted anymore...

and a funny thing is, that if the last egm can now more than ever thanks to an illegal greek president be seen as invalid, alan collins wrote the only true thing in his last mail, being the only truly bod member left right note and we should only follow his suggestions

I can understand your frustration, Piero

pierocapponi wrote:I do not know what to do more.

But I think why not we invent the rules just for our comfort.

This is not the same stuff Catania?

We forget that we who have asked for a conference.

We can understand every point of view. Right now I have the feeling that many people think lke "yes, we have asked for the EGM but nobody asked us which date would be fine and as long as it fits Spain and Italy, they don't care about the other nations..."

As Vesa said, taking 2 or 3 days, being away from the family and/or work, spending a lot of money to travel,... and all this without any guarante that it won't be wasted time/energy/money makes understandable the different opinions read on this forum.

It's true nations can vote by mail or post or fax but as long as there is no list of candidates available and as far as nobody is publishing an action plan, any vote will be meaningless...

Travelling to a corner of Europe for just blah-blah-blah seems meaningless for many people and I understand why many people would have preferred facts, a list of candidates and a short meeting with elections (for instance) in Mons as many people from many countries will be there.

Fact 1: If Catania resigns now, the biggest problem is out of the world
Fact 2: A EGM was only called out to free FISTF from Catania
Fact 3: The EGM was only called out for elections, not for bla-bla
Fact 4: The preparation of Madrid EGM is the same desaster as FISTF BoD worked since January 2010

Is there anybody that can post a copy of the Corporate By Laws of FISTF?
As corporate lawyer I try to help the discussion in a constructive way: even if without the Corporate by Laws of FISTF I have to use generic concepts. I’m however available to review my opinion after consulting the corporate by laws.
1. The EGM is valid if called by the President of a Corporation according to internal rules of the corporation (or association, as in our case). Generally, internal rules give the power to decide for the call to the same President or to a certain number of BoD members or to a certain number of associates. In our case, I guess that the request for call arise from a certain number of members of BoD and associates (rectius Countries) and it is enough to consider the procedure valid .
2. The decision taken by a BoD and/or EGM is valid even if some of the human persons who participate doesn’t have the right to participate (being not legitimate according to its Country rules): the only chance to consider the decision null and void is if the vote to be considered as null was essential for the decision (i.e. without vote, no decision);
3. The Meeting was officially called for elections and therefore only the same EGM (and not the President) can, with the due majority, decide to avoid the elections;
4. No need at all for resignation of the President before the EGM. It is enough that he ceases from the charge during the same meeting.
Given this, the only reason I see to consider null an election held in Madrid on late February is the lack of the majority of participants (lack of “legal number”).
Finally, only for sake of clarity, the decision taken by a board (as in Greece) remain valid even if the board has to resign as the elections were invalid: a general rule for protecting “bona fide” of third parties implies in all Europe that the decision taken with respect of the publicity regime of the country cannot be considered as invalid neither from the same corporation (or association). The only remedy, in fact, are new elections for the future and claim of damages (to be requested by the association) for the past. But third parties (including FISTF) who acted in good faith making reference to publicly known regime of power are protected.
Best

giufaz wrote:
2. The decision taken by a BoD and/or EGM is valid even if some of the human persons who participate doesn’t have the right to participate (being not legitimate according to its Country rules): the only chance to consider the decision null and void is if the vote to be considered as null was essential for the decision (i.e. without vote, no decision);

so you're saying that you can vote for a country without being acknowleged as their representative? i.e. i will vote vor russia or india (therefore being not legitimate according to their country rules)? or do you mean decisions in the past?

3. The Meeting was officially called for elections and therefore only the same EGM (and not the President) can, with the due majority, decide to avoid the elections;

great news

4. No need at all for resignation of the President before the EGM. It is enough that he ceases from the charge during the same meeting.

and what if he cancels the votes BEFORE resignation? or he doesn't resign anyway and just cancels anything?

Finally, only for sake of clarity, the decision taken by a board (as in Greece) remain valid even if the board has to resign as the elections were invalid: a general rule for protecting “bona fide” of third parties implies in all Europe that the decision taken with respect of the publicity regime of the country cannot be considered as invalid neither from the same corporation (or association). The only remedy, in fact, are new elections for the future and claim of damages (to be requested by the association) for the past. But third parties (including FISTF) who acted in good faith making reference to publicly known regime of power are protected.

if you read within the last few months, you could have seen there was no "good faith" anymore to this board and it was already seen illegal, so "bona fide" wouldn't count anymore since then.

Thanks Giufaz, for the information. I don't know who has a copy of the FISTF Rules and Statutes now that the website is out.

giufaz wrote:
3. The Meeting was officially called for elections and therefore only the same EGM (and not the President) can, with the due majority, decide to avoid the elections;

How about the cancelled elections in Rain? Elections were called for that meeting also, but they were cancelled by Catania, and I have not seen any BoD meeting documents to vote for the cancellation (and perhaps that would not change anything).

So, were the elections cancelled illegally in Rain?

If they were, can Catania still be the President?

giufaz wrote:
Finally, only for sake of clarity, the decision taken by a board (as in Greece) remain valid even if the board has to resign as the elections were invalid: a general rule for protecting “bona fide” of third parties implies in all Europe that the decision taken with respect of the publicity regime of the country cannot be considered as invalid neither from the same corporation (or association). The only remedy, in fact, are new elections for the future and claim of damages (to be requested by the association) for the past. But third parties (including FISTF) who acted in good faith making reference to publicly known regime of power are protected.

I don't think I understood this in full. Can you give an example?

Once you insert in the agenda of a General meeting a specific topic, the GM has the right to discuss it. Therefore this situation is simple (and yes, maybe in Rain something illegal happened, if it was as you describe it).
It is interesting to see what happen if the board don't resign.
In this case people of BoD could remain in charge until the date stated in corporate by laws.
The GM could however decide to revoke BoD member from their charge at any moment they discuss the balancesheet (that should be submitted to the GM at least once per year).
Concerning the other point, in all countries - in order to guarantee public faith - people representing corporations have to disclose to the public their role (for instance making the role public in a registry or with a power of attorney deposited in a public notary, etc.).
All they do whilst their role is public, is valid for third parties and enforceable toward the corporation they represent (event if illegally). The latter can only claim for damages. The corporation or it's new representative cannot oppose to third parties the lack of power of the previous (illegal) representative.
The Greek situation, therefore, cannot influence the EGM in February as: 1) or the past representative have still power according to it's internal rules and therefore they will vote; 2) or they don't have power and therefore Greek people acting in this moment in tribunal can ask the judge for having some independent person to represent themselves (but I understood from this forum that the Judge has already empowered the past internal BoD....with the same people). However in no case the situation of a Country can block the international federation.
Of course there will be a special duty to verify the power of attorney of representatives before the EGM.
Best!

von K. wrote:

How about the cancelled elections in Rain? Elections were called for that meeting also, but they were cancelled by Catania, and I have not seen any BoD meeting documents to vote for the cancellation (and perhaps that would not change anything).

So, were the elections cancelled illegally in Rain?

If they were, can Catania still be the President?

[quote="giufaz"......

I don't think I understood this in full. Can you give an example?[/quote]

Dear Giufaz,

the situation in Greece is like this:

The second degree court issued a verdict that says the elections that took place almost three years ago were invalid. We still don't know the details of the decision. As soon as we have the official announcement of the details we will be able to publish them. So, how can an illegally elected BoD name representatives? What if the provisional BoD that existed before the invalidated election names new representatives before the EGM takes place?

Dear Drastis,

As you said it will be possible to say a clear word on Greek situation only after having read the decision of the tribunal. However keep in mind that life of corporations and associations cannot be blocked: law or court always state mechanism to help the situation even if with a minimum sacrifice for parties. The normal remedy in case somebody act without a valid power of attorney (and of course with the good faith - as a juridical concept - of the tire party) is the claim for damages. Only in exceptional cases the decision are non effective at all (it is normally a case of total lack of power, were there is not even an appearance of legitimation - not the case were you need a Judge to clarify the situation). A decision that declare null election should state also how to get out from the situatoin and manage the interim period. I'm sure that after having read the decision we will find a solution to Greek problem...that however cannot influence FISTF situation.
Best

drastis wrote:Dear Giufaz,

the situation in Greece is like this:

The second degree court issued a verdict that says the elections that took place almost three years ago were invalid. We still don't know the details of the decision. As soon as we have the official announcement of the details we will be able to publish them. So, how can an illegally elected BoD name representatives? What if the provisional BoD that existed before the invalidated election names new representatives before the EGM takes place?

He is absolutely right

Germany and Belgium have confirmed their presence.

The German delegation is: Janus Gersie and Fred Vulpes

I don't understand your argument that you can vote for any country at the GM or EGM, why do you think that is possible?
There are members of FISTF, which are associations.
Normally only legal associations with legal statutes can be members of FISTF.
In legal statutes it is clearly written down who is allowed to represent the association, and those persons are only allowed to represent the association and vote.
So normally each official association should send its minutes of national GM to FISTF that FISTF Board can have a look on it who is allowed to represent the association, and normally ONLY those people have to be invited.
FISTF has legal statutes so it is very important that only legal people vote. In case the invited people are not able to come to the meeting the association has to vote by letter or mail. They can send a delegate to the meeting, but that delegate doesn't have the right to vote.
It is not allowed to represent another association at the meeting, even if the association agrees on it to be represented by a present delegate, that's clearly written down in our statutes.

So how do you think it is possible for anybody to represent any national association?

Heinz

maxischn wrote:

giufaz wrote:
2. The decision taken by a BoD and/or EGM is valid even if some of the human persons who participate doesn’t have the right to participate (being not legitimate according to its Country rules): the only chance to consider the decision null and void is if the vote to be considered as null was essential for the decision (i.e. without vote, no decision);

so you're saying that you can vote for a country without being acknowleged as their representative? i.e. i will vote vor russia or india (therefore being not legitimate according to their country rules)? or do you mean decisions in the past?

3. The Meeting was officially called for elections and therefore only the same EGM (and not the President) can, with the due majority, decide to avoid the elections;

great news

4. No need at all for resignation of the President before the EGM. It is enough that he ceases from the charge during the same meeting.

and what if he cancels the votes BEFORE resignation? or he doesn't resign anyway and just cancels anything?

Finally, only for sake of clarity, the decision taken by a board (as in Greece) remain valid even if the board has to resign as the elections were invalid: a general rule for protecting “bona fide” of third parties implies in all Europe that the decision taken with respect of the publicity regime of the country cannot be considered as invalid neither from the same corporation (or association). The only remedy, in fact, are new elections for the future and claim of damages (to be requested by the association) for the past. But third parties (including FISTF) who acted in good faith making reference to publicly known regime of power are protected.

if you read within the last few months, you could have seen there was no "good faith" anymore to this board and it was already seen illegal, so "bona fide" wouldn't count anymore since then.

giufaz wrote:Is there anybody that can post a copy of the Corporate By Laws of FISTF?

Please watch separate topic "Statutes 2004". This version is copied out of the Handbook 2009 which has been the last official handbook. I even don't know about changes in the statutes since 2004.

Yours in sport
Janus Gersie

Heinz Eder wrote:
FISTF has legal statutes so it is very important that only legal people vote. In case the invited people are not able to come to the meeting the association has to vote by letter or mail. They can send a delegate to the meeting, but that delegate doesn't have the right to vote.
It is not allowed to represent another association at the meeting, even if the association agrees on it to be represented by a present delegate, that's clearly written down in our statutes.

I didn't find this in the statutes. Can you tell me where it is?

In fact, restricting the use of an active delegate would effectively mean that an association can't choose the best persons for its Board, but those who can travel to meetings. But as said, I didn't find this restriction in the statutes.

Perhaps I didn't understand you correctly, but this seems to say the contrary:

8. “Delegate” shall mean any natural person duly authorized by a Member to represent it at the Congress.
.
.
.
Art. 9
9-1 Membership of the Congress shall consist of one Delegate per Member and of the members of the Board of Directors.

von K. wrote:I didn't find this in the statutes. Can you tell me where it is?

Could be find in Art. 9

9-4 No Delegate shall represent more than one Member

Maybe Heinz thought about this ....

It depends on the national statutes, not on FISTF statutes if there is somebody allowed to vote for a country without being in the right position in the national board.
For an example it is written down in the austrian statutes that it is the job of the president to represent the association, if there is nothing written down in the statutes (or it isn't allowed by the law) nobody else can represent the austrian association.
I made that experience when I tried to solve something for my club with the austrian authority, they told me I'm not allowed to do, that can only be done by the president of the club, who is registered in the austrian registry for official clubs.
I know it seems narrow-minded, but that's reality. Of course it is up to FISTF Board what they accept or not, when the previous board worked, we only asked for a representant who has the accreditation of the national board to vote for the association.
I agree on it that it should be enough, but really correct would be, what I wrote.

von K. wrote:

Heinz Eder wrote:
FISTF has legal statutes so it is very important that only legal people vote. In case the invited people are not able to come to the meeting the association has to vote by letter or mail. They can send a delegate to the meeting, but that delegate doesn't have the right to vote.
It is not allowed to represent another association at the meeting, even if the association agrees on it to be represented by a present delegate, that's clearly written down in our statutes.

I didn't find this in the statutes. Can you tell me where it is?

In fact, restricting the use of an active delegate would effectively mean that an association can't choose the best persons for its Board, but those who can travel to meetings. But as said, I didn't find this restriction in the statutes.

Perhaps I didn't understand you correctly, but this seems to say the contrary:

8. “Delegate” shall mean any natural person duly authorized by a Member to represent it at the Congress.
.
.
.
Art. 9
9-1 Membership of the Congress shall consist of one Delegate per Member and of the members of the Board of Directors.

Ok, Heinz. That explained it. Thanks.

If the austrian law allows it, perhaps you should think about this again in your next meeting...

that's what I meant in the second part of the quoted text in the post of von K.
as far as I know argentina was represented by the delegate of Malta and Gibraltal was represented by the delegate of Spain in Rain, which is clearly against the statutes of FISTF. (i don't know if there were elections for anything in Rain, where Malta and Spain had 2 votes)
I'm not sure if it wasn't the case in january 2010 too. anyway the post of the italian lawyer was very interesting to read too in my opinion and is totally against what Alan wrote in his mail.
According on Alan the whole election was not legal, according on the italian guy the election is still valid as long as the greek vote didn't decide for majority (which seems more logic to me).
The board has not to resign, against what Kostas explained to us what his friend told him, when the president or the members calls for an EGM (in my opinion it should be obligatory that the board resigns and the CoN which should be an official organ in "new" FISTF should continue till the EGM transitional). A problem could be if an EGM could be cancelled if the request loose its majority, of course it is logic, but in case it happens and some delegates already booked their flight, this would cause problems too. So in my opinion it shouldn't be possible to cancel an EGM after it was officially requested.
The next point is how it works that a board member can be forced to stop his work in the board, especially the president of FISTF, that needs some clearification too in our statutes.
Anyway I won't move too far from the topic of the thread.

Janus_Gersie wrote:

von K. wrote:I didn't find this in the statutes. Can you tell me where it is?

Could be find in Art. 9

9-4 No Delegate shall represent more than one Member

Maybe Heinz thought about this ....