The Sunday News
By Innocent, Batsani Ncube
THIS article seeks to unpack the constitutional remit of two central power structures at Highlanders Football Club — the board of directors and the executive committee — in order to explain the current governance matrix of this important social institution.
Before plunging into details, a recent incident would suffice as context. On 28 January 2021, the Highlanders Football Club board of directors released a statement postponing both the 2021 Annual General Meeting (AGM) and executive committee elections. The board attributed this postponement to the “Covid-19 pandemic rules and regulations and the negative responses received from the police and relevant sporting authorities”.
Consequently, they decreed that, “out of necessity and practical consideration”, the three executive committee members whose tenure was expiring would continue serving until elections were held. While the matter of the 2021 AGM and elections is now water under the bridge, the lingering question to many is whether the board of directors had the legal power to extend the term of office for the outgoing executive committee members?
Finding a direct answer is problematic since there is no such express provision in the Highlanders statutes. This notwithstanding, the answer is in the affirmative because contrary to what many commentators believe, the Highlanders constitution gives ultimate institutional leadership authority to the board of directors while the elected executive is an important but subservient (subordinate) administrative and management structure. The executive committee is the most visible, but not the ultimate power structure at Highlanders. It is only the most visible because of its public facing role.
Composed of five elected officials (who serve for a maximum of two three-year terms) who include a chairperson, vice-chairperson, secretary, treasurer and committee member, the executive committee is responsible for the club administration and management. The process of electing the executive committee members and their media hogging activities of running the football team and interfacing with members lead to the erroneous assumption that they are the supreme club leadership.
For example, the executive is responsible for hiring (and firing) the football coaches and signing football players for the club. The constitution also reposes the responsibility to set categories of club membership and fees on the executive committee.
In Section 4.1(ii) it expressly states that, “provided that the club shall have the right to introduce further classes (currently life and ordinary classes exist) of membership to cater for various categories of members and such classes shall enjoy varying rights and varying obligations determined from time to time by the Executive Committee”.
In addition, the executive committee has the power to supervise membership activities such as chapters and other supporters’ hubs. This is provided in Section 4.3 which holds that, “members of the club shall be entitled to organise themselves in associations and other groups for their convenience but such associations and groups remain subservient to the Executive Committee.” Read together, these provisions show that the executive committee’s prominence stems from its administrative and management responsibilities.
Having highlighted what the executive does, (which seems to be the core of Highlanders Football Club’s work) what then is the board of directors? What is its role, how do they assume office, what is their tenure and their relationship with the executive?
At Highlanders the board is colloquially known as “Abadala”. It consists of 10 members above the age of 35 who would have served the club for a minimum of 10 years before their appointment.
Section 13.1 states that members of the board are “drawn from specialised skills and disciplines and distinguished members of society who have rendered outstanding service to the club and are still desirous to assist and guide the club”. The board is the organ that the executive committee is constitutionally obligated to consult on policy formulation, strategic planning and management.
Board members hold office for an indefinite period, meaning that they have security of tenure and have the privilege of institutional memory. Through the constitutional provisions and this unlimited tenure, they grow their influence because they outlive different sets of executive committee members and become the link between one set of elected committee members to the next.
“They are appointed by consensus between the board of trustees (which consist of the honorary club patron, president, the board of directors chairperson and secretary), the board of directors and the executive committee.
Once selected, the designated members are presented to a general meeting of members for ratification or endorsement.
The board of directors serve as the Nomination Court for the executive committee elections with power to approve or disqualify candidates. From this overarching role, flows their function of supervising the executive committee. The constitution holds that the board, “plays a direction setting role for the club, advise and oversee the Executive Committee on technical and specialised areas of concern”.
This supervision also includes a form of veto on the executive committee prospective plans. Section 7.2 provides that: “Within 30 days after holding of elections for contested executive positions each year the executive committee shall submit a written budget, programme of action and targets to the Board of Directors for consideration and approval and such budgets programmes and targets approved by the Board of Directors shall not be varied or supplemented without prior approval by the Board of Directors.”
In addition, every six weeks, the board of directors review the executive committee’s written reports on the state of club finances, technical performance (of the football teams) and future plans.
The executive is enjoined to avail all minutes of its meetings to the board. Most importantly, the board serves as a disciplinary tribunal in cases involving executive committee members. According to Section 13.4 (iii), the board of directors can, “take whatever disciplinary action it deems fit including suspending an executive member.”
Given the foregoing, it is apparent that whereas the popularly elected executive committee has the responsibility of administering and managing Highlanders, ultimate authority lies in the appointed board of directors whose members enjoy security of tenure and have the constitutional veto power. Although discussing the utility of this arrangement was not the objective of this article, I leave this task to the reader since understanding and interpreting the power matrix in this great social institution is in itself a worthwhile enterprise.
Innocent Batsani Ncube is a Highlanders FC life member and previously served as Rapporteur of the club’s Constitutional Review Committee. He writes from the United Kingdom.
