Two documents from the IFRC. Some analysis of the constitution of the TTFA by Winston Thompson from 2011:
MEMORANDUM
TO: MR. GWENWYN CUST, PRESIDENT OF VETERANS FOOTBALLERS
FOUNDATION OF TRINIDAD AND TOBAGO
FROM: WINSTON THOMPSON
DATE: 24TH OCTOBER, 2011
RE: TRINIDAD AND TOBAGO FOOTBALL ASSOCIATION
The game of football (“soccer”) in Trinidad and Tobago is under the control of the Trinidad and Tobago Football Association (“the Association”) duly incorporated by a private Act of Parliament, No. 17 of 1982 (“the Act”).
Prior to its incorporation the Trinidad and Tobago Football Association was an unincorporated association of individual Clubs.
By Section 4 of the Act the affairs of the Association are to be managed by a General Council under the powers and procedures as prescribed in the Constitution and Rules of the Association.
By Section 5(b) of the Act all the rights, privileges and advantages of the General Council of the Association prior to the incorporation as aforesaid are transferred and conferred on the Association.
By Section 8(1) of the Act the Association is given power under the Act to make Rules as it deems necessary and by sub-section (2) of the said Section 8 of the Act, the Rules of the Association before it was incorporated, that is to say, when the Association was an unincorporated body, those Rules existed before the coming into force of the Act would be the Rules which would govern the affairs of the Association.
It is trite to say that as part of the proper regulation of the game of football, Rules are made and the rules of the Trinidad and Tobago Football Association since incorporation are in the form now of a legislative code, that is to say, a set of Regulations laid down by the governing body to be observed all who are, or who become, members of the Association.
It is not lawful therefore for an extraneous body to make such Rules which as stated earlier form part of the legislation code, to regulate and govern the game of football in Trinidad and Tobago. According to the Act the Trinidad and Tobago Football Association is the body, that is to say, by Section 2 of the Act it is called “the Association”, and that Association has not been empowered under the Act to delegate its executive or legislative powers to any other body.
From all reports the affairs of the Trinidad and Tobago Football Association have now been discontinued or abandoned and there is no provision in the Act that the affairs of the Trinidad and Tobago Football Association shall vest in anyone or anybody upon such discontinuance or abandonment.
For the Trinidad and Tobago Football Association to be dissolved there must be an Act of Parliament to repeal the Act of 1982. It cannot be repealed by implication unless there is a subsequent Act of Parliament enacting the same provisions which are inconsistent with the provisions of the first Act, in other words, both enactments cannot stand together. That is not the case here.
The document therefore which is entitled “Trinidad and Tobago Football Federation – Constitution” is therefore a document that is ultra vires the 1982 Act and as such null and void. The remedy to be pursued to reverse this situation is for an application to be made to the Court for an Order restraining those persons of the Trinidad and Tobago Federation from continuing to act as the General Council established by the Act or any committee or committees thereof and/or from managing or intermeddling into the affairs of the Trinidad and Tobago Football Association or performing or continuing or attempting to perform any of the functions or duties of the General Council of the Trinidad and Tobago Football Association. An Order will also be asked in respect of accounts and enquiries and such costs as are incidental to the application.
Finally there is a registration by a certain Oliver Camps of the name “Trinidad and Tobago Football Federation” under the provisions of the Registration of Business Names Act, Chapter 82:85. This Act provides for the registration of firms and persons carrying on business under business names and for purposes connected therewith.
By Section 3(1)(b) of that Act, every individual having a place of business and carrying on business under a business name which does not consist of his or her true surname is required to be registered in the manner directed by this particular Act. In other words therefore the Trinidad and Tobago Football Federation is the sole business of Mr. Oliver Camps. It is not as for instance what has been stated in the preamble of the Trinidad and Tobago Football Association Act, No. 17 of 1982 which states “whereas for many years there has been established and functioning in Trinidad and Tobago an association known as “The Trinidad and Tobago Football Association’.”
By Section 11 of this said Act it is stated that where any statement which is required to be furnished under the Act contains matters which are false in any material particular to the knowledge of any person signing the form, that person is liable to a fine of $1,000.00 and to imprisonment for three (3) months.
It is also interesting to note that in Section 20(1)(a) of the Act every individual who uses the trade name as registered shall also in all business letters and cards etc., state his present name or initial thereof or present surname and his nationality, if not a Commonwealth citizen. Failure to do so exposes the individual to a fine of $200.00 but prosecution can only be done with the consent of the Director of Public Prosecutions.
Winston Thompson
MEMORANDUM
TO: MR. GWENWYN CUST, PRESIDENT OF VETERANS FOOTBALLERS
FOUNDATION OF TRINIDAD AND TOBAGO
FROM: WINSTON THOMPSON
DATE: 2nd December, 2011
RE: TRINIDAD AND TOBAGO FOOTBALL FEDERATION
I have examined the document which you passed to me entitled “Trinidad and Tobago Federation (Incorporated by the Act of Parliament No. 17 of 1982) founded in 1908 CONSTITUTION.
The very first thing that strikes me is that this so called organisation was not incorporated by the said Act of Parliament No. 17 of 1982. In a previous Opinion I was of the view that any Act of Parliament could only be changed or varied by another Act of Parliament amending or repealing same as the case may be.
In fact in October 2009 an attempt was made by the Federation to legalise itself whereby the introduction of a Bill in Parliament for the incorporation of the Trinidad and Tobago Football Federation and for matters incidental thereto was presented but such Bill in January of 2010 lapsed when Parliament was prorogued. In that particular Bill, that is to say, for the incorporation of the Trinidad and Tobago Football Federation, there was an express provision for the repeal of Act No. 17 of 1982, that is to say, the repeal of the Trinidad and Tobago Football Association.
The document under review, i.e. the “Constitution” of the Trinidad and Tobago Football Federation has been badly drafted and it is doubtful whether a legally trained person, that is to say an attorney-at-law admitted to practise, was the author of this document. If he or she were, then the lack of experience in matters of the sort is evident.
From a legal standpoint the so called Federation is not a properly recognised legal entity. It has not been incorporated by an Act of Parliament. Similarly it has not been registered under the Companies Act in order to give it legal recognition, authority and competence.
If therefore the so called Federation is not an incorporated body then the only sensible conclusion one can really come to is that it is what is called in law an Unincorporated Association. The characteristics of an Unincorporated Association is that membership is based on an agreement. Such agreement is that two or more persons are bound together for one or more common purposes, not being business purposes, by mutual undertaking, each having mutual duties and obligations, in an organisation with Rules, which identifies in whom control of it and its funds rests and on what terms and which can be joined or left at one’s will.
I have looked at the document in order to answer this question:-
How can anyone join the Federation?
The answer is that no one can join the Federation directly. It does not state how membership can be obtained and through what means.
I can find nothing which links contractually and directly members of any Club to the Federation. There must be a contractual link between members of clubs which are part of the Federation, to the Federation. This lack of a contractual link is very clear and no where in the document can one ascertain how or through what means members are linked together.
The only conclusion one can come to therefore is that anyone joining a football club by that very act entirely accepts the linkage to the Federation in that he automatically becomes a member of an Unincorporated Association (which is the Federation) so that once a footballer joins his club he impliedly agrees to become linked to the Federation.
It must be remembered that the defining nature of an Unincorporated Association is that its foundation is in a contractual relationship. The real problem with this document is that that question has not been answered and no where in the document is there any evidence to discover when this Unincorporated Association which is said to exist was formed. If it is accepted that this body is an Unincorporated Association and as such is a creature of contract, the agreement which brought it about must have been made on some identifiable occasion or in some identifiable circumstances. No where in the document can I find the Federation’s history and the document does not refer to any such occasion or circumstances. According to the document it has been incorporated by the Trinidad and Tobago Football Association (Incorporation) Act, 1982. This as has been explained, is not fact. I therefore can find no reference in the history of the Federation which looks like the beginning of such an association. The procedure for election of the General Council and Executive Committees and other Committees is contained in the document. However, the document does not state who made these Rules. The officers of the Federation who received donations or subventions and other subscriptions for purposes of the Federation do not hold them as trustees since the law does not recognise trusts for non-charitable purposes. It may be that they could use the funds for their own purposes. The only form of holding which makes any legal sense at all is that the officers of the Federation hold the funds for the benefit of the members of the Federation, and being an Unincorporated Association to be used by them as they see fit.
From the above it is plain that this “working back” kind of reasoning is a most unsatisfactory way of establishing the existence of this Unincorporated Association (called a Federation) which could only have come into existence as a result of an agreement between two or more persons. It is most unsatisfactory because it ignores the basic understanding that most people intend when they form an Association, which basically is a bond of union between the members of the Association based on contractual rights and obligations, expect the Courts to respect those rights and obligations and to enforce them when necessary. This is lacking in this document.
Winston Thompson
