The Constitutional Way Through

Accepting that the Board was set on the path of another constitutional change, Cowan continued to advocate a federalist model, presenting numerous variations.

Craig Terry told the inquiry,

The general manager refused to accept that the board did not wish to accept his federalist model. He repeatedly presented papers on the concept to the board.

Former director Max Connors spoke of Cowan’s methods in the boardroom.

Roger would bring things to the board, sometimes we’d say yes. Sometimes we’d say no, so he’d go away and change it and bring it back again.

Cowan says that in previous years, with previous boards, it was always a bit of a joke.

If I took what I thought was a good idea to the board and it was defeated, I would often think I had failed to present it convincingly enough. So I’d go away and do some more work on it, and then go back and re-present it. I did it for 14 years trying to convince boards we had to have a united effort to run Rugby League. I did it for several months before the Board was convinced to buy the Mulgoa Road property.

Sometimes the failure to bring about change is caused by inadequate information in the presentation of the idea. Sometimes it is caused by the inability of directors to think outside the square. Sometimes irrational argument or incorrect information becomes dominant. At other times the debate in the boardroom raises good reasons for rejection and that’s the end of it.

The culture we had developed over the years encouraged thinking laterally and arguing a point of view strongly no matter who disagreed. One very good example is the amalgamation concept. John Wilson did not take no for an answer. It took him a few meetings to convince us.

It was like that when I presented that first group board model. It was defeated out of hand. I still thought that a board with wider representation was the appropriate way to go, so I looked for modifications that might suit everyone. I really thought it was amusing that making suggestions for change would be greeted with hostility.

Imagine if I had responded that way to John Wilson when he brought up amalgamations. If I had adopted what I saw Craig Terry’s approach, I might have said:

“John, stop wasting our time with that stupid bloody idea. We told you we were not interested, so why do you keep bringing it up.”

We would have missed out on a strategy that will go down in Panther history as one of the best we ever adopted.

It probably demonstrates one of the problems we had at the time. There was a significant gap between the management culture we had developed and the way Craig Terry and other members of the Footy Five believed the Board should operate.

Our team concepts encouraged people to participate and raise ideas without fear of crashing.  Listening to the ideas of others and building on them was something we often practiced through brainstorming workshops.

All the board has to do is say yes or no. That’s the easy part.

The Footy Five had the numbers and they could have said no in less than ten seconds. They could do that every time I raised another modification until they found what they wanted.

I considered that it was my responsibility to come to the Board with every suggestion I could raise that might make the Club better in any way.

The Board continued working with Acuiti, receiving further advice through June, July and August. The Registered Clubs Act required a majority of the a registered club’s membership to be entitled to vote in elections for its governing body.¹

Panthers’ total membership was now around 130,000. If voting rights were restricted to the approximately 50,000 Penrith members, as one proposal contemplated, the requirement could not be met. Another mechanism was needed.

It was decided to increase board numbers to 14, at the same time introducing a qualification for election to the group board. The Penrith District Rugby League Football Club (PDRLFC) was a separate legal entity, and not covered by The Registered Clubs Act. It also had a board of nine. Under the proposed structure, any director elected to PDRLFC would automatically have a place on the Board of the licensed club. The structure would give the nine directors elected to the PDRLFC Board nine of the 14 positions on the licensed club Board. The other clubs would be guaranteed places on the Board, but there could be no more than two from any one club.²

This proposed change would overcome the problem caused by the 50% requirement.

Brett Boon said he ultimately employed a model similar to those used at some RSL clubs, where board members must have a qualification, such as having served overseas, or being a member of a sub-branch.

Temby and counsel questioned whether the proposed structure amounted to a device for circumventing requirements of the Act.

Craig Terry felt that,

The mechanics of it may, in a tenuous way, still comply with the legal requirements in the Registered Clubs Act.

We were reminded [by Boon] and it was really self-evident, that there were many other models out there employed by other clubs which had the same notion of qualification of directors before they could form part of the board.

At the Inquiry he, and others of the Five, stressed continuously that they had been taking advice from Acuiti as to the model’s legality. Craig Terry said,

I would fully expect Mr. Boon to have been fully knowledgeable on these sections and if he thought the model we were proposing incorrect that he would have highlighted that to us.

Boon, on the other hand, stressed that he was under instruction from the Board.

The proposed change would overcome the 50% problem, and remove some other restrictions covered by the Act. This decision, to transfer the election of nine directors from the licensed club members to the members of the district football club, had some unforeseen repercussions.

It was another little tile in the mosaic that was forming in September 2002.

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1. The requirement that a majority of members be entitled to vote in Board elections is discussed more fully in Part 51 — A Simple Change, Made So Difficult. Section 30(9)(a) of the Registered Clubs Act required a majority of a club’s full members to be entitled to vote in elections for the governing body. Social Members were legally a subclass of Ordinary Members and were therefore included as full members. In 2006, the required proportion was reduced to 25%, provided the change was approved by a majority of full members.
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2. The Panthers organisation comprised two separate legal entities: Penrith District Rugby League Football Club (PDRLFC — the Football Club) and Penrith Rugby League Club Ltd (PRLC — the licensed club). In 1980, the two Boards were brought together. This did not merge the two legal entities or create a single Board governing both. Each entity retained its own Board, but the same people served on both, helping ensure that the two organisations operated with a common direction. See Part 19 — A Solution — Of Sorts. ↩︎

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Commentary and Contributions