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Reference: The legal status of the IFBB/EBFF
Dear colleagues and members,
pertaining to the attached document “The legal status of the IFBB” issued by the head office Madrid, Spain I am rendering the following comments:
1. Historical background – The legal status of the IFBB in Canada:
Apparently the IFBB – now even according to the position of the IFBB Head Office in Madrid/Spain – came into existence as a legal entity (under the laws of Canada) only by December 30th 1969 in the shape of “International Federation of Bodybuilders Inc.”. Allegedly on 4th September 1970, at the 1st IFBB International Congress in Belgrad (former Yugoslavia) the IFBB (that was founded by Joe and Ben Weider 1946 in Montreal/Canada) adopted its 1st Constitution and Rules and elected its 1st Executive Committee.
By that time the Canadian Corporation already existed and it would be interesting to know if that was mentioned at this Congress and if the Executive Committee, that was elected at the IFBB International Congress was identical to the then directors of the Corporation.
IFBB Head Office Madrid/Spain asserts, that under Canadian law, letters patent and general bylaws are completely separate documents and filings. Where as letters patent is the equivalent of articles of incorporation for profit companies, general bylaws are rules that govern the internal management of an organisation.
Does that mean, that the IFBB Constitution is identical to the general bylaws of the corporation, if yes, why was it never mentioned, that the IFBB Constitution is just the general bylaws of the corporation?
If the general bylaws of the corporation are not identical to the IFBB Constitution (that is published on the internet
www.ifbb.com), why were the members never informed about these general bylaws and why was the existence of the corporation, it´s letters patent and it´s bylaws never mentioned anywhere in any Executive Council Meeting, Congress and official publication, including the official website
www.ifbb.com? From the website of AGFIS (General Asociation of International Sports Federations – GAIFS) International Federation of Bodybuidling & Fitness is mentioned as member International Sports Federation, but it can not be seen when International Federation of Bodybuilding & Fitness was founded and since when it is a member of AGFIS.
From the position of the IFBB Head Office Madrid/Spain, it still remains mysterious if they consider the corporation to be one and the same entity as the International Federation of Bodybuilding & Fitness or not.
Since the name of the IFBB was changed at the Congess on 7th November 2004 in Moscow/Russia from International Federation of Bodybuilders to “International Federation of Bodybuilding & Fitness” and the name of the Corporation remained “International Federation of Bodybuilders Inc.” until today this question bears even more relevance. If the general bylaws are only the rules that govern the internal management of an Organisation, then the IFBB Constitution (published on the internet
www.ifbb.com) definitely is not the general bylaws of the corporation.
If IFBB INC and IFBB were one and the same entity why then did the resolution of the IFBB Congress of 7th November 2004 change only the name of the IFBB but not of IFBB Inc.?
Under section 3 of the joint declaration of July 2007 the term “international bylaws” is mentioned referencing section 6.1. of the international bylaws of the corporation. Does that mean that the international bylaws (are they identical to the general bylaws?) are the IFBB Constitution published on
www.ifbb.com? The IFBB Constitution definitely not only contains regulations for it´s internal management, but also rules, for it´s representation. A Canadian corporation can usually only operate in Canada. Is that the reason why under section 2 of the joint declaration it is mentioned, that the corporation “de facto” – and not in law -is an International Organisation?
2. The transition:
If the Corporation and the International Federation of Bodybuilding & Fitness are one and the same Organisation, why was it then necessary to produce minutes of a (fictuous?) special general meeting of the members of the corporation on October 29th 2006 (the minutes were signed by Pamela Kagan, Secretary of the meeting) – that meeting is also mentioned in the joint declaration under section 4 (on October 29th, 2006, Dr. Ben Weider retired as President, Director and Member of the Corporation and Dr. Rafael Santonja, a Spanish Citizen residing in Madrid, was elected President of the corporation by unanimous decision).
Why it is not mentioned in Article 7 of the IFBB Constitution (
www.ifbb.com), that it is a Canadian Non – for – Profit Corporation that was founded on December 30th 1969? The joint declaration was signed by Ben Weider and Rafael Santonja. At the time of the signature of this document (July 2007) Ben Weider was not director of the corporation (he retired on 29th October 2006) and also not President of the International Federation of Bodybuilding & Fitness. Rafael Santonja at that time was President of International Federation of Bodybuilding & Fitness and President of the corporation. Why was this joint declaration signed without any prior information to the Executive Council and Congress of the International Federation of Bodybuilding & Fitness, and why was this joint declaration not even mentioned afterwards during the Executive Council Meetings and Congresses in 2007 (Jeju) and 2008 (Manama)? How can such important business be done without the prior approval of the Congress?
3. The legal status of the IFBB in Spain:
Asociacion – Federacion Internacional de Fisicoculturismo y Fitness (AFIFF) was founded on September 14th 2007 by the Spanish, French and Austrian National Bodybuilding & Fitness Federations affiliated with IFBB with Dr. Rafael Santonja, Axel Bauer, José Ramos and Philippe Lefelle being its Directors. Up to this date no meeting in this Spanish Corporation took place (at least not with my information and consent).
How can this corporation become the “legal and natural successor to International Federation of Bodybuilders” as it existed in Canada without an agreement between these two legal entities and the members? In the information of the IFBB Head Office, Madrid, Spain it is asserted:
“The transfer of accounts from Montreal to Madrid was carried out in a legal, transparent and professional manner in compliance with the laws of Canada and Spain.”
It is not described what precise measures were taken and which resolutions between the two legal entities (International Federation of Bodybuilders Inc./Asociacion – Federacion Internacional de Fisicoculturismo y Fitness) were made to support this claim. I am the Vice President of AFIFF and the Austrian Federation is founding member of this Spanish Corporation. I am neither aware of any meetings or transactions or other business carried out by the Spanish Corporation other than that a membership application (Certificate of Membership to the IFBB) was handed out (that document allegedly was prepared by Rafael Santonja´s lawyer Javier Sanchez) to be signed by the European National Federations present at the EBFF Congress in May 2008 in Playa de Aro/Spain.
Under section 5 of this document it is mentioned, that International Federation of Bodybuilders Inc. was dissolved and closed down in 2007 arranging the follow up of it´s activity by the AFIFF as successor at universal titel.
In the joint declaration however nothing is mentioned about the corporation in Spain becoming the successor at universal titel of International Federation of Bodybuilders Inc. It is mentioned though, that the balance of accounts of the corporations bank accounts shall be transfered to the account of the non profit spanish corporation.
Since now the Madrid Head Office can not deny anymore the existence of the corporations in Canada and Spain, they have to come forward with sort of an explanation, which is still incomplete, utterly misleading and unlogical.
According to the IFBB Financial Report 2006/2007 (rendered by José Ramos, IFBB Treasurer) on November 1st 2006 IFBB received an income from the Professional League of Canadian $ 100.000,00 and another Canadian $ 100.000,00 in the form of “Sponsorship Contract by companies Hardcore and Santonja Fitness Point”.
In Rafael Santonja´s e-mail to me of 10th March 2009 he refers to a person named Luc Autet, who – allegedly – claims, that all monies (of IFBB Inc.) “were sent to Dr. Santonja, to my knowlegde”. If the Professional League transfered 100.000,00 Canadian Dollars to “IFBB” (does that mean AFIFF?) and hardcore and Santonja Fitness Point (what are the names of these companies –Equipos Cardiovasculares S. L.? FITNESS POINT S. L.?) paid $ 100.000,00 on the basis of a “Sponsorship Contract”, then where is this Sponsorship Contract and where are the 100.000,00 Canadian Dollars from IFBB Inc.?
According to Canadian Law a non profit organization in order to be dissolved must:
- have no assets;
or
- if the corporation had assets, they have been:
1. Distributed among other recognized charitable corporations in Canada;
2. Distributed among other corporations in Canada possibly having the same or similar objects, or
3. rateably divided among the members; and
- has no debts, liabilities or other obligations; or
- that the debts, liabilities or other obligations have been duly provided for.
Even by 29th April 2009 the International Federation of Bodybuilders Inc. is still on the government registries and has not filed annual declarations since 2007 (federal) or 2005 (provincially).
The statement of the Madrid Head Office pertaining to “the legal status of the IFBB” completely forgets/ conceals the proceedings that happened in 2005 pertaining to the segregation of assets (creating a new corporation named IFBB Professional League and transfer of all assets of International Federation of Bodybuilders Inc. save an amount of 100.000,00 Canadian Dollars to the new corporation). Please note again, that the minutes of the general special meeting of the board of directors held (allegedly) at the head office of the corporation on 16th May 2005 listed the following persons as present:
- Ben Weider
- Eric Weider
- Paul Chua
- Pamela Kagan
- Rafael Santonja
The resolutions that were made at this meeting practically deprived IFBB Inc. of all it´s properties save an amount of 100.000,00 Canadian Dollars!!!
Nothing like that was ever mentioned in any Congress held thereafter (Congress 2005 Shanghai/China, Congress 2006 Ostrava/Czech Republic; Congress 2007 Jeju/Korea; Congress 2008 Manama/Bahrain). To the Congress it was only explained, that the split of the Amateur Division and the Professional Division was necessary because of doping controls. The professionals didn´t want to perform doping controls, so their activities must be split from the activities of the Amateur Division (that accepted Anti-Doping Controls).
I am attaching again the Minutes of IFBB Inc. special meeting of May 16th 2005 and since this document “The Legal Status of the IFBB” from the IFBB Head Office Madrid/Spain was produced and published I have to refer to Rafael Santonja´s fax to me of 26th January 2007 that attached the Minutes of the General Special Meeting of IFBB Inc. of May 16th 2005 and October 29th 2006, when he wrote:
“Dear Axel:
It was nice to talk with you yesterday. Attached is the document I mentioned you..
By the document we can see now a corporation from which I never heard before. Since October 2006, I got no information, nothing at all.. Now, we get this document that, you will see, is just amazing.
In a first lecture, IFBB is a trademark that belongs to a person giving rights to a corporation.............
.... from which I am member without knowing it (not only member, I am Chairman!). The corporation deceided to make me Chairman until next year annual meeting!!) Now, all the attempts from Tony to hide the Ostrava results make sense.
All the accounts are ok, what accounts? I never received a single number!
(Note: talk about transparency!!!)
Please, read it carefully and will talk on it later.
I will do my best to handle this situation with the minimum noise. I would talk with Ben on this, it is unacceptable and it will be scandal when people realise about this. We will find the best way.
Basically, I feel confident in the future, I am very sorry for somebody, and I am going to put this 100% in line in the most discrete manner.
I am travelling outside Madrid, but I shall be back at the office in the afternoon.
Enjoy the lecture,
Rafael”
In January 2007 Rafael Santonja judged the proceedings that happend 2005 and 2006 (referenced in the Minutes – General Special Meetings of IFBB Inc. of May 16th, 2005 and October 29th, 2006) a “scandal”!
Now in the information of IFBB Head Office Madrid, Spain headlined “the legal status of the IFBB” he leads people to believe, that this “scandal” is business as usual! Now that these circumstances in IFBB came to light (segregation of assets, two sets of bylaws and Executive Councils, questionable money transfer, etc.) it seems necessary to enforce an investigation by qualified experts (auditing company; lawyers) to produce a clear objective picture especially with respect to the elections 2010.
I investigated again the legal status of the IFBB in Spain with the help of a brilliant Spanish lawyer, that produced the following findings:
1. The entity named International Federation of Bodybuilding and Fitness/IFBB has no legal presence in Spain (whether in the form of a branch, a subsidiary or an established local company).
2. The International Federation of Bodybuilding and Fitness/IFBB, under this denomination, is not an association/trust/officially recognized sports body in Spain.
3. There are approximately 15 registered associations in Spain, that have names related to the Spanish equivalents of Bodybuilding/Fitness. Three of them are openly connected with our president, Dr. Rafael Satonja:
- Asociacion-Federacion Internacional de Fisicoculturismo y Fitness (AFIFF)
The AFIFF is domiciled in Madrid. Documents indicate that Mr. Santonja acts as the chairman of this association. The AFIFF was formed on 14th September 2007. In Dr. Santonja’s terminology, this appears to be the “International Federation”.
- Asociacion-Federacion Europea de Fisicoculturismo y Fitness (AFEFF)
The AFEFF has the same address in Madrid as the AFIFF. The AFEFF was formed on 11th April 2008. In Dr. Santonja’s terminology, this appears to be the “European Federation”.
- Federacion Espanola de Fisicoculturismo y Fitness (AFESFF)
The AFESSF was one of the three founding members of the AFIFF (and shares a postal address with the AFIFF for notification purposes). Interestingly, its declared purpose is not sport or bodybuilding, but “excursions”. The AFESFF was formed on 25th November 2004. In Mr. Santonja’s terminology, this appears to be the “Spanish Federation”.
4. A community trademark “IFBB Pro” has been requested under application number 7237514 by an entity (IFBB Professional League) domiciled at the same address in Canada, where IFBB Inc. has its headquarters. The filing was made on 17th September 2008, well after the AFIFF had been formed in Spain. If granted the trademark would be fully enforceable in Spain (note that the AFIFF does not appear to use the IFBB denomination at all, just that of the AFIFF, but any activity carried out under IFBB named in Europe should ordinarily be approved by the IFBB trademark holders).
5. The Spanish High Council for Sports (CSD) has confirmed, that despite using the term “federacion”, non of these entities (AFIFF/AFEFF/AFESFF) is officially recognized as a sports federation in accordance with the Spanish law. Some of them are registered within this category by the associations’ registry, because the officials understand, that they are a grouping of smaller associations (which appears not in fact to be truth).
6. “IFBB head office, Madrid, Spain” is just a shabby shop, that does not contain any signage/banners notifying this place to be the official head office of International Federation of Bodybuilding and Fitness/AFIFF/AFEFF. This place/”office” is the official address of a company named “Equipos Cardiovasculares S..L.” (a peculiar denomination since the denomination “Cardiovascular Equipment” refers to medical devices, not to bodybuilding activities as the other three companies of Rafael Santonja – Aerofitness S.L., Fitness Endurance S.L. and Todo Fitness S.L.). Dr. Rafael Santonja is the sole administrator of this company. Its corporate purpose is selling of foods, clothing and sporting and gymnastics materials and shoes (which is not consistent with the corporate denomination). It appears that, as from 2006, a lady called Elisea Sanchez is the manager of the company, although the corporate power would be still in the hands of Mr. Santonja. As from 2008, this company is the legal owner of several trademarks (PENTAMATRIX, HARDCORE LIP OFF, HARDCORE NO LIMIT). The company was sued for omitting payments to the Spanish Social Security and goods and current account were seized to cover a debt of around € 3.000,00.
Attached please find a picture of our “head quarters”
- a picture says more than a thousand words.
Best regards,
Axel Bauer
