The American Cricket Federation (ACF) today announced that it has reviewed the United States of America Cricket Association’s (USACA) amended version of the International Cricket Council’s (ICC) proposed Constitution for US cricket. The United States Olympic Committee supported constitution developed in conjunction with an ICC appointed Sustainable Foundation Advisory Group of US cricket stakeholders and others, was presented to USACA for ratification by its members, as one of the conditions for lifting the 2015 suspension of USACA.
Following is the ACF’s review of the USACA amended version of the constitution compared to an earlier Media Release issued by the ICC detailing some of the more salient points of the ICC version.
Background
• The Board of the United States of America Cricket Association (USACA), currently suspended by the International Cricket Council (ICC) as the national governing body for U.S. Cricket, was requested by the ICC to have USACA members adopt a constitution developed by the ICC’s Sustainable Foundation Advisory Group, with input from the ICC, United States Olympic Committee (USOC) and others, by April 1, 2017.
• The ICC Board has agreed to consider a motion to expel USACA as a member of ICC in the event of failure to adopt the constitution as proposed.
• The American Cricket Federation (ACF) understands that the constitution distributed by USACA to its members has been materially altered in significant ways, as detailed below.
• As ACF has been afforded no sight of the original version for comparison, the summary below arises from a comparison with highlights from ICC’s prior media release on the proposed constitution. ACF takes the opportunity however, to reflect comparatively upon divergences with ACF’s own principles regarding constitutional checks and balances, which may or may not reflect elements of the ICC’s original draft.
Perceived Major Changes made by USACA to the ICC Board-approved Original
• Three Individual Directors reduced to one, and one League Director increased to three
• Current USACA Board to run the initial elections and membership drive, not the ICC
• Removal of restriction limiting Chairperson eligibility solely to Independent Directors for three years
Further ACF Concerns
Given the inability of the non-USACA cricketing majority to view ICC’s version of the proposed Constitution, there are various further aspects of the USACA document that are of significant concern to the ACF whether representing changes or not. We divide these into major concerns of principle and then an appendix of detailed observations that we trust may be debated by either or both protagonists in the event that there is opportunity for further constitutional amendment with or without USACA.
These concerns would be considerably reduced, if it were not for the evident history of elements of the USACA Board attempting to retain influence.
• We strongly oppose the proposed initial composition of the Nominating & Governance Committee, wherein the current USACA Board contributes a USACA member and influences the choice of the Player member. It should be totally independent of the current USACA Board
• We believe that the Chairperson is vested with too much specific authority, including elements of appointment and removal of members and chairpersons of Standing Committees and Zonal Administrations. We note that joint authority between Chairperson and CEO affords limited or no balance where no CEO exists or the CEO reports directly to the Chairperson. We prefer wider, joint Board authority
• We do not see an objective outline of transitional issues between the time of mutually approved adoption of a constitution and the completion of elections and appointments. We believe there should be clearly defined resignation and restrictive operating provisions applying to the current USACA Board as part of the transition arrangements. Specifically, we strongly disagree with Sections 6 and 7 of Appendix C
• A wider concern for democratic transition is how quickly an adequate numerical and diverse voting membership will be achieved. The imposition of a 10/20/2017 membership deadline for voter eligibility (Exhibit C 1-4) should be removed in favor of a more flexible formula to ensure adequately broad representation, and to avoid negative implications if adoption proceedings get extended. Specifically, we think membership in 2017 at least, should be free and that all verified members of U.S. cricket organizations representing U.S. clubs, leagues and players who agree to become members of a newly formed NGB, within its eligibility rules, should be grandfathered into the membership of the new NGB in 2017. This would greatly aid the early unification of US cricket
• We believe that League Directors’ three year terms should be staggered, like other Directors
• Given the potential value and recruitment issues with top-line Independent Directors, we think their initial term should not be initially staggered
• We suggest the ACF model of a non-voting Chairman should operate after the first three years
• We suggest Zonal Administrations should include 20% representation from Clubs and Individual Players to balance Elite and grassroots input
• We believe League representation on the League Committee should rotate adequately to avoid a few big regional leagues permanently dominating agendas
APPENDIX
Further Detailed Comment on USACA’s Proposed Text
• 4.3 We cannot determine whether any requirements of ICC/USOC have been omitted
• 6.2(A) We believe that a League definition of a minimum of three member clubs is too few and potentially open to regulatory abuse
• 6.5(B) We believe Zonal Administrations should include 20% independent club and non-“National” player representatives to promote diversity of opinion
• 6.10 While we see argument for mitigating forfeiture/dissolution of USACA for failure to hold an AGM, and somewhat less so regarding invalidating Board actions, we believe there should be some reasonably effective penalty imposed on the Board to prevent any cynical or willful disregard of democratic processes
• 7.2 Delete “and, through the Chairperson, to”
• 7.5(B) (iii) The Independent Directors are voted on by the Board (i.e. 7 members) by a majority of votes cast. A majority of 4 required, therefore if all Directors are in attendance, 3 of whom are proposed as League Directors. We regard this as inadequately diverse for critical appointments. In addition to our objection to three League Directors, we think this should read “The Board of Directors by majority”, not “The BoD by majority of the votes cast”
• 9.5(A) Moreover we feel that the initial Nominating and Governance Committee (NGC) should comprise two members from the ICC and delete the nomination by the Board of Directors until reverting once three Independent Directors are appointed. See Exhibit C (6) again. There appears to be a “chicken and egg” situation generally, where the 7-person Board (above) seems to vote on the NGC, which is supposed to have a role in the vetting and selection of the 7? Also, perhaps this revised NGC could set the date for membership deadlines? See “ACF Concerns” above
• 7.5(E) (i) Unlike other Director types, League Directors seem to be missing the restriction wherein they must reside in different conferences. Needs adding
• 7.6(A) See above
• 7.6(B) (ii) No, Independent Directors are crucial contributors, good ones are hard to find and continuity is important in the first few years. Defer the staggering here or lengthen the initial term
• 7.6(B) (v) No, see “ACF Concerns” above
• 7.8(B) Removal for political reasons should be made more difficult. Specifically, the Board majority should be of the whole Board and not just those present, while voter petitions should have a higher threshold of a 51% vote
• 7.11(A) Notice should be longer, say 2-3 weeks for all communications, plus at least an e-mail two days prior
• 8.4 We would recommend a ceiling authority built into the constitution, requiring two Board signatures, one of which is the Treasurer, for disbursements over a certain level
• 8.6 Should be the total Board, not just those present. Note throughout, where total, rather than “those present” is recommended, 2/3 of 10 is 6 2/3 and should be rounded to 6 or 7
• 9.1(A&C) See “ACF Concerns” above. We think the initial Standing Committee appointments should include the approval of the NGC
• 9.4(B) See “ACF Concerns” above. Note that Chairperson can unilaterally fire a Committee member upon recommendation of the Committee leader that Chairperson appointed
• 9.5(iii) Suggest greater teeth for NGC by providing direct evaluation and recommendations (not just a process) to the Board on USACA Committees
• 9.6(A), (9.7(A) & (9.8(A) See “ACF Concerns” above. We would prefer the Chairperson’s direct role in appointing the members and Chair of each of these Committees be eliminated in favor of the whole Board, preferably assisted by the NGC, besides the CEO
• 9.9 (A) We think that League Committee representatives should be elected by Zonal Administrations, provided they rotate each year to give a balanced representation, not just the perennially biggest
• 14 & 16.4 Absent sight of ICC original constitutional language, or legal/insurance input, we cannot comment on these provisions
• 18.1 We prefer all constitutional amendments require percentage proportionate approval of the whole Board, not just those present. We prefer 70% and 80% to 2/3 and ¾ (e.g. whole number people)
• Exhibit C See “ACF Concerns” and 9.5(A) above. Requires total revision of dated deadlines, and Paragraphs 6 and 7