Rare View Into Inner Workings of N.B.A.
By SCOTT CACCIOLA
MAY 9, 2014
It is a 78-page document full of mind-numbing legalese, including a four-page glossary and countless references to entities, guarantors and provisions.
For years, few people cared all that much about the constitution and bylaws of the N.B.A., at least in part because it was kept as a confidential agreement among the league’s owners and far from the prying eyes of the public. But it was also ignored because it was incredibly boring.
“This is not the most exciting stuff in the world,” said Bradley Shear, a Maryland-based lawyer who has taught in the sports management program at George Washington University. “If you weren’t getting paid to look at this, I’m not sure why you would even bother.”
But now, as the league continues to push for the permanent removal of Donald Sterling as owner of the Los Angeles Clippers after he provoked outrage with racist remarks, and as it deals with assertions from his wife, Rochelle, that she intends to keep her 50 percent share of the team, the constitution has become one of the most important — and visible — documents at the center of the saga.
For years, the constitution and bylaws of the National Basketball Association was kept as a confidential agreement among the N.B.A.’s owners.
Hours after Commissioner Adam Silver announced on April 29 that he had suspended Sterling from the league for life and would urge the rest of the owners to require him to sell the Clippers, the league took the unusual step of posting the constitution on its website.
The constitution, which essentially functions as a contract among the teams and their owners, lists a number of obligations for the league’s members (Article 31: Capital Contributions) while defining the roles of the people who hold positions at the league office (Article 24: Authority and Duties of the Commissioner).
For decades, the constitution has been overshadowed by another important document: the collective bargaining agreement between the players and the league, which dictates the rules of such hot-button topics as player contracts, trades and revenue distribution. It is a source of near-constant strife between the players and the owners, and unlike the constitution, the bargaining agreement has an expiration date — and with it, the possibility of another lockout.
“No one ever really paid much attention to the constitution,” said Glenn Gerstner, a professor of sports management at St. John’s. “Typically, the problems that come up are between players and owners, players and teams, players and officials, players and players. All of that stuff is covered in the collective bargaining agreement. It’s more unusual to see something that comes up between an owner and another owner. And that isn’t covered in the C.B.A.”
Though Silver chose not to cite specific sections of the constitution in levying his punishment of Sterling, it quickly became apparent, once the league released the document, that Sterling’s future could hinge on Article 13, which outlines the circumstances under which ownership can be terminated — specifically, affecting the league adversely through a failure to fulfill contractual obligations.
Owners are required to sign a series of moral and ethics contracts that bar them from expressing views that are considered detrimental to the league, according to a person familiar with the league’s policies who asked not to be identified because of the sensitivity of the process. Those documents, unlike the constitution, remain confidential. An N.B.A. spokesman declined to comment.
Last week, the advisory/finance committee — a group of 10 owners — voted unanimously to proceed with terminating Sterling’s ownership, which set the stage for Silver to file charges. Once Sterling responds to those charges, Silver will have 10 days to convene a special meeting of the owners.
Article 13 empowers the league to require the sale of a team if three-fourths of the owners vote to do so.
Charles Grantham, a former executive director of the players’ union, said it was highly unusual for the N.B.A. to reveal confidential documents. Given the circumstances, though, he said, the league probably wanted to demonstrate that it was taking action based on rules that were detailed in the constitution.
“They’re very strategic,” Grantham said of the league, adding: “They don’t want anyone to be able to come back and say that this wasn’t properly navigated in any way.”
The situation is fraught with potential complications. For example, Rochelle Sterling, who co-owns the team with her estranged husband through a family trust, has made it clear in recent days that she is not interested in quietly stepping aside.
She also said she would continue attending the Clippers’ playoff games, and she was expected to be courtside at Staples Center on Friday night for Game 3 of the team’s Western Conference semifinal series with the Oklahoma City Thunder.
The constitution, meanwhile, is getting some rare time in the spotlight. Pat Croce, who became president of the Philadelphia 76ers in 1996 as part of a new ownership group, said he could not recall reading a copy of the constitution, or even seeing one during his time with the organization.
Croce, who left the 76ers in 2001, said the team’s lawyers probably would have been involved in the details of such engrossing topics as “limitations of indebtedness” and “consequences of ineligibility.”
“It wouldn’t have been me,” Croce said.
Major League Baseball and the National Football League have constitutions that are considered semiprivate — or semipublic, depending on one’s point of view. A spokesman for M.L.B. said its constitution was available upon request as a reference, though the league preferred that its contents not be published.
Likewise, an N.F.L. spokesman said that whenever there was an issue that called on the league to cite its constitution, it would make the relevant section available.
The N.B.A. did away with such piecemeal disclosures by posting the entire thing for public consumption.
The N.B.A.’s constitution has changed over the years. It was most recently revised in 2012. Any amendments must be approved by a vote of three-fourths of the owners, and the safe assumption is that the constitution will undergo additional changes in the future.
So will the next version be made available to the public? Robert Boland, a professor of sports management at New York University, said it was a question worth asking in light of the owners’ public support for Silver. If the owners do vote to force a sale of the Clippers, they would be empowering Silver to make similar judgments in the future — judgments that could potentially go against them, Boland said.
“If I were an owner, I would be very nervous about it,” he said. “These franchises are so valuable now. So this will be an interesting thing to watch moving forward: Do you support Silver’s power as it’s defined in the current constitution, and then work to tighten it up in a future version?”
In any case, it appears that Sterling, a former divorce lawyer who is litigious by nature, is primed to battle the league and the other owners should they vote him out. Boland said legal action by Sterling had the potential to be the “mother of all lawsuits,” one that could drag on for years.
Grantham, the former players’ union executive, said he did not expect Sterling to go away quietly. He said he was especially curious to see how a protracted legal battle would affect the other owners, some of whose private dealings — at least those contained in the constitution — are already being exposed.
“Quite frankly,” he said, “I always like to see them fight among themselves.”
http://www.nytimes.com/2014/05/10/sports/basketball/rare-view-into-inner-workings-of-nba.html?ref=sports&_r=0