Seattle Sounders Alliance Council and Seattle Sounders Football Club Agree to New Terms for General Manager Vote and Recall

General Manager Vote and Recall

As referenced in the Charter, with regard to the General Powers delegated to the Alliance, Number 1:

The right to decide on the retention of the Club’s General Manager via an Alliance-wide vote as scheduled by the Club, but not sooner than every four years.

Objectives: The Alliance Council endeavors to honor the above statement as best serves the interests of the Alliance members, the fan base at large, the growth of the sport, and the Club.  The Club retains all authority to recruit, hire and terminate a GM.  The Alliance Council recognizes and agrees that it is in our mutual interest to attract and retain the best management in order to be the best Club.  In all instances, the Club and Alliance shall work together in good faith to (a) effectively and timely communicate all information pertaining to the GM voting and recall process to all Alliance Members, and (b) to maximize the number of votes cast in all Alliance voting processes on the subject of the GM.

Definitions:  For purposes of the GM Vote and GM Recall Vote process the “General Manager” or “GM” of the Club shall mean:  that individual who is an employee of the Club whom is identified and recognized by Major League Soccer, LLC as the senior most soccer decision maker, whom is designated to represent the Club at all league wide competition related committees and meetings.  Should a vote for recall succeed, this individual shall as soon as possible, be removed from representing the Club in this capacity and MLS committee and MLS regular meetings.  Additionally the term “Voting Members” shall have the meaning ascribed to it by the then current Alliance Council Bylaws, as may from time to time be amended.

 

GM VOTE: The GM Vote will take place every four seasons after the hiring of a new Sounders FC General Manager, subject to the provision contained herein.

a) For purposes of calculating the time period triggering a GM Vote, the following rule shall apply: If a GM does not start their tenure in the off- season, July 1^st will be used as the line of delineation for whether that year counts as a season or not. (If a GM is hired prior to July 1, then the ensuing GM Vote will be scheduled 4 years after, including the season in which he/she starts. If hired on after July 1^st, then the GM vote will be scheduled 4 years after the start of the ensuing MLS season.)

b) When eligible, a GM Vote will include a voting window which shall be opened on the first day of the last month of the then current MLS season and remain open for a period of not less than four (4) weeks.

c) The Club shall support the GM Vote with the following:

I.  That GM Vote shall be administered electronically through the Club’s voting software and Club shall keep and record all votes. Alliance Council shall formulate the text of the GM Vote, with advice from Club, if requested.

II. The Club and Alliance Council shall mutually agree on the location and opportunity for votes to be cast.

III. The Club and Alliance Council shall mutually agree on the joint communication sent to all Alliance Members, and Club shall in its ordinary and customary manner send no less than three (3) emails to the Alliance Member email distribution list communicating the (i) purpose and scope of the GM Vote process; (ii) the methods of voting, including a ‘click through’ button to the voting platform; (iii) time window of voting; and (iv) procedures taken after the voting window is closed.

d) At least forty percent (40%) of all Alliance Members must cast votes in order for then GM Vote to be valid.

e) Action in the Alliance GM Vote can only be taken by a super majority of not less than sixty-seven percent (67%).

f) In the event that the GM Vote results in a vote of no-confidence in the GM, the then-current GM shall be removed in accordance with the definition of GM above.

GM RECALL: The GM may be subject to Recall provided that at least two (2) full MLS seasons in their entirety have passed under his/her tenure.  A full MLS season shall include any regular season in which the GM is hired before July 1^st of the then current year.

a) When eligible, a GM Recall Vote may take place at any point during the MLS Regular Season.

b) The following procedure shall be used to initiate a GM Recall Vote:

• Step 1: Any member of the Alliance may ask the Alliance Council to add the agenda item to certify a bonafide question of competence of the GM at any time. All Alliance Council members will act in good faith to bring a bonafide question of competence of the GM to the next, regularly scheduled Alliance Council meeting.
• Step 2: When brought forward, the Alliance Council must reach an agreement that the bonafide question of competence of the GM is valid and in the best interest of the SFC Alliance, Alliance Council and the Club to move forward (“Qualification”).  The Alliance Council will not determine the merits of the bonafide question of competence of the GM; instead is tasked with evaluating of whether the claim is valid and setting it as the first item on the Agenda for the next regularly scheduled meeting.
• Step 3: If the bonafide question of competence is Qualified, then a Member of the Executive Committee of the Alliance Council will, within two (2) business days, serve an official notice (“Notice”) on the Club to include the following information: (a) the full nature and scope of the bonafide question of competence, which shall include at minimum a concise statement as to the reason for the question of competence, including any specific rationale that formed the basis for the Qualification, or other details that in the exclusive discretion of the Alliance Council, are relevant or necessary to provide the Club in order to reasonably prepare ownership to address the issue; and (b) the date of the next regularly scheduled meeting, upon which the discussion, debate and decision will take place; the Notice shall serve as an invitation to the Club to send ownership or another designee to present a case of retention or otherwise to the Alliance Council.  The ownership will be provided no less than sixty (60) minutes on the agenda at the next meeting to present the position of ownership and the Club.   Notice will be served on Club’s General Counsel and Club’s Alliance Council Liaison.  At the conclusion of discussion and Ownership presentation, the
• Alliance Council shall vote on whether to proceed to the Alliance Members for Certification, with the following percentages necessary to so proceed:
•      0-34 Voting Members on Council: 80% must vote, 67% of the votes cast must be in favor of recall
•      35-50 Voting Members on Council:  75% must vote, 67% of the votes cast must be in favor of recall
•      51 or greater Voting Members on Council: 70% must vote, 67% of the votes cast must be in favor of recall
•      Failure to Progress: If the vote fails to progress at Step 1 (Alliance Council votes against recall), a vote to recall          cannot be proposed to Council again for a vote for a minimum of ninety days after the date of the Alliance Council      vote to Recall.

• Step 4: 20% of all Sounders FC Alliance Members must agree that a GM Recall Vote is necessary to proceed (“Certification”). Certification shall be conducted through an online voting process which shall remain open until the twenty percent (20%) threshold is reached or for 4 weeks.
  • Club Liaison will provide SFC Council with weekly totals related to the Certification (numbers only, not who voted or how they voted but how many voted and cumulative results of the vote).
  • Failure to Progress: If the vote fails to progress at Step 2 (Alliance votes against recall, or not enough votes are cast in favor of a recall within the four weeks), a vote to recall cannot be proposed to Council again for a vote for a minimum of 180 days after the date of the Alliance Council vote to Recall.

c) When Certified, a GM Recall Vote will include a voting window which shall remain open for a period of not less than four (4) weeks.

d) The Club shall support the GM Recall Vote with the following:

I. That GM Vote shall be administered electronically through the Club’s voting software and Club shall keep and record all votes. Alliance Council shall formulate the text of the GM Vote, with advice from Club, if requested.

II. Club will send, in its usual and customary manner three (3) email blasts to all Alliance email accounts which shall include notice of the GM Recall Vote and (i) the purpose and scope of the GM Recall Vote process; (ii) the methods of voting, including a ‘click through’ button to the voting platform; (iii) time window of voting; and (iv) procedures taken after the voting window is closed. One (1) email will be sent when the voting period opens.  One (1) email will be sent when the voting period has seven (7) days remaining.  One (1) email will be sent when the voting period has twenty-four (24) hours remaining.

e) The Club will, in its exclusive discretion and control prepare a press release in its usual and customary manner identifying the GM Recall process.  All content will be controlled by Club, however, where possible, input and/or quotations from Alliance Council will be included.

f)    At least forty percent (40%) of all Alliance Members must cast votes in order for then GM Recall Vote to be valid.

g)   Action in the Alliance GM Recall Vote can only be taken by a super majority of not less than sixty-seven percent (67%).

h)   In the event that the GM Recall Vote results in a vote of recall of the GM, the then-current GM shall be removed in accordance from all activities pursuant to the definition of GM above.

   I. Restriction on Multiple Recalls: Failure to recall: If the vote fails to progress at Step 3 (Alliance votes against recall, or not enough votes are cast in favor of a recall within the four weeks), a vote to recall cannot be proposed to Council again for a vote for a minimum of 180 days after the date of the Alliance Council vote to Recall.

   II. Weighted Vote: GM Vote + GM Recall Vote will be a weighted vote, meaning an Alliance Member with four seats will have four votes attached their account. If this account has not designated, then all undesignated seats will have votes cast in the same direction as the primary.