One-Eyed Richmond Forum

Football => Richmond Rant => Topic started by: one-eyed on November 06, 2011, 04:47:24 AM

Title: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: one-eyed on November 06, 2011, 04:47:24 AM
According to Y&B, the AGM details were in the Herald-Sun public notices a few days ago.

Richmond Football Club Annual General Meeting

Date: Wednesday December 14 December 21st  :-\
Time: 6:00 PM
Venue: Maurice Rioli Room
 
Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on November 08, 2011, 08:16:35 AM
127th Annual General Meeting

richmondfc.com.au 10:55 AM Thu 03 Nov, 2011

The Annual General Meeting of the Richmond Football Club Ltd (“the Club”) will be held in the Maurice Rioli Room at Punt Road Oval on Wednesday, 14 December 2011 at 6.00pm to transact the following business:

1.    To receive and consider the Annual Financial Report (comprising the financial statements and notes for the year and the Directors’ Declaration about the statements and notes) and notes and the Directors’ Report and Declaration;

2.    To vote on the proposed changes to the Club’s Constitution;

3.    Declaration of Poll for the Election of three (3) Directors of the Club;

3.    Presentation of Club Award Winners;

4.    Election of Life Members; and

5.    To transact any other business which may lawfully be brought forward.

Full Article/details:
http://www.richmondfc.com.au/news/newsarticle/tabid/6301/newsid/125856/default.aspx
Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on November 08, 2011, 08:22:43 AM
Quote
2.    To vote on the proposed changes to the Club’s Constitution

Not 100% sure what this is about but I think it may have something to do with this

"Richmond amends election bylaws

richmondfc.com.au 7:22 AM Sun 23 Oct, 2011

At its October 2011 meeting, the board of the Richmond Football Club resolved to change the Election Bylaws. 

Among other things, the changes:

1.    Recognise the role of the Nominations Committee which Committee was established by the board in 2011.  Such committees are widely regarded as ‘best practice’ in corporate governance.  The current members of the Nominations Committee are Emmett Dunne, Michael Green, Maurice O'Shannassy and Henrietta Rothschild.

In the context of board elections, the Nominations Committee will -
•    interview candidates;
•    answer questions that the candidate has concerning the role of director;
•    assess the candidate’s qualifications as set out on the candidate’s CV and in light of the director skills matrix which has been set by the board;
•    inform the candidate about the requirements of the role including:
- the legal requirements of all gaming and liquor licensing authorities, the Australian Securities and Investments Commission and the Club’s directors and officers indemnity insurer;
- the time commitment expected and the schedule of meetings for the board and the committees of the board;
- all relevant policies of the board including corporate governance principles addressing conflicts of interest and duty such as involvement with sponsors;
- and may make recommendations to the board concerning the candidates.

2.    Provide for an increase in the number of words in the candidate's statement to members.

3.    Clarify the duties of the Returning Officer.

Full details:
http://www.richmondfc.com.au/news/newsarticle/tabid/6301/newsid/125564/default.aspx

Perhaps Mr RFC_O can confirm?

Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on November 28, 2011, 01:37:51 PM
2.    To vote on the proposed changes to the Club’s Constitution

Details of the Constitution Changes to be voted on are on the RFC web-site

Now I know Mr RFC_O doesn't like us posting web-site articles in full but this one appears pretty important ...

Constitution changes explained
richmondfc.com.au
11:39 AM Mon 28 Nov, 2011

Richmond President Gary March spoke to richmondfc.com.au to explain the changes to the Club’s constitution.

RFC: What is the major constitutional change being proposed by the board?

Gary March: It is widely-acknowledged, best practice among leading corporations, that boards should comprise a mix of elected and appointed directors. The current Richmond constitution allows for nine elected directors - the board is proposing that a constitutional amendment be made to allow for three directors to be appointed. A board of nine would therefore comprise six elected directors and three appointed directors.  The appointed directors would not be allowed to serve more than two terms.

RFC: Why is this good for my football club?

GM: Like many corporations and other elite sporting clubs - including other highly-successful AFL clubs - this change will enable the board to identify people with the expertise, and skill set, to significantly enhance the business of the Richmond Football Club. This would be a very positive move. The AFL landscape is becoming increasingly competitive and it is important that we provide ourselves with every opportunity to engage the best people to give us the best chance to compete and lead.

RFC: Are there any other changes that I need to be aware of?

GM: It has also been proposed by the board that - at its discretion - a senior executive of the Club may be appointed to the board as an Executive Director. In making this change, and to accommodate an additional appointment, we are also proposing that the constitution allows for the board to comprise up to 10 directors.

RFC: Why did the board decide to make these changes now?

GM: The board has undertaken a comprehensive review of its governance structures, and practices, to ensure it operates effectively on behalf of the members. The proposed changes are in line with the recommendations that came out of this review and will ensure our Club’s board becomes more efficient and effective.
for richmondfc.com.au

http://www.richmondfc.com.au/news/newsarticle/tabid/6301/newsid/126610/default.aspx
Title: Re: AGM 2011 - Wed Dec 21st
Post by: 10 FLAGS on November 28, 2011, 02:36:07 PM
Vote NO!

Title: Re: AGM 2011 - Wed Dec 21st
Post by: gerkin greg on November 28, 2011, 02:41:08 PM
compelling argument ramps
i'm voting YES
Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on November 28, 2011, 03:24:20 PM
compelling argument ramps
i'm voting YES

I would think that unless people are intending on going to the AGM then it's highly unlikely you get the opportunity to vote

These sort of things usually get put to the vote on the night

have to say I have serious reservations
Title: Re: AGM 2011 - Wed Dec 21st
Post by: gerkin greg on November 28, 2011, 03:38:34 PM
i dont
it's great, club is finally moving in the right direction
making my reservations now
Title: Re: AGM 2011 - Wed Dec 21st
Post by: 10 FLAGS on November 28, 2011, 04:26:03 PM
compelling argument ramps
i'm voting YES

I would think that unless people are intending on going to the AGM then it's highly unlikely you get the opportunity to vote

These sort of things usually get put to the vote on the night

have to say I have serious reservations

The above changes  mooted are a recipe to create a private club for the wealthy and the connected (at least those internally). The appointment of 3 board members by the board is not on. It takes away a massive 33% of the clubs board representation - Away from the members. They would only need another 2 votes to be able to determine who becomes our President! What happens if one of these unelected people organises 5 votes out of nine and becomes President. We would then have a situation where 33% of the board is unelected and the President could also be one of those. Members rights are being slaughtered! Members are having their power taken away from them by a small group of people. Who the hell do they think they are. Dont vote for this Tigers supporters. This is crap reform and its reform that takes away Members rights and power. This is our club. NOT THEIRS! 

The shocking proposal is the one which sees "a club executive put on the board". Unless its the Chief Executive then that is a 100% NO GO! It'll be another Greg Miller situation otherwise, where a club employee is appraising say Brendon Gale from a board position whilst the CEO is trying to appraise the performance of that same employee. Its disgraceful IMHO.

Just a diabolical set of reforms. If this poo get puts up then there'll be war. I'm fair dinkum, this is poo. The club belongs to Richmond rank and file members not a small group of mates who know each from business outside of the club.

SAY NO TO THESE REFORMS. THESE REFORMS ARE AGAINST THE BEST INTERESTS OF THE RICHMOND FC MEMBERSHIP BASE!  >:(
Title: Re: AGM 2011 - Wed Dec 21st
Post by: 10 FLAGS on November 28, 2011, 04:35:36 PM
I have been so angered by these reforms that this is gonna turn out to be a massive shitfight between the club board and the members.

Fight People. They're trying to take away your rights and your ability to elect your club representatives.

FIGHT! FIGHT! FIGHT!
Title: Re: AGM 2011 - Wed Dec 21st
Post by: gerkin greg on November 28, 2011, 04:39:43 PM
yeah nah disagree

members still have the right to elect the majority of the board

they are taking away nothing

this is a great move
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Muscles on November 28, 2011, 04:41:23 PM
I'm not against a Board being able to co-opt specific skill sets.  I work for an organisation where members vote for the Board of Directors and this enterprise currently lacks a couple of key Board-level skill sets.  The President realises that the Board lacks these skills, but has no way of ensuring that the Board gets access to them unless he hires consultants - and we cannot afford that on an on-going basis.

I think the ability to co-opt Board members is a good thing.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on November 28, 2011, 04:41:39 PM
then get to the AGM Flags and fight

You are a member you have a right to speak up at the AGM about it, then do it



Title: Re: AGM 2011 - Wed Dec 21st
Post by: 10 FLAGS on November 28, 2011, 04:43:23 PM
yeah nah disagree

members still have the right to elect the majority of the board

they are taking away nothing

this is a great move

If you wanna vote for this poo then thats up to you. The members, the rank and file have kept this club alive and they deserve better than this rubbish. Ill be voting No and if theres no Vote and they push it through, then we may have start considering taking some signatures and forcing an election to revoke these constitutional changes. Its just poohouse. If they are so good, they can put themselves up for election like everybody else has too.

FIGHT! FIGHT! FIGHT!
Title: Re: AGM 2011 - Wed Dec 21st
Post by: 10 FLAGS on November 28, 2011, 04:47:06 PM
I'm not against a Board being able to co-opt specific skill sets.  I work for an organisation where members vote for the Board of Directors and this enterprise currently lacks a couple of key Board-level skill sets.  The President realises that the Board lacks these skills, but has no way of ensuring that the Board gets access to them unless he hires consultants - and we cannot afford that on an on-going basis.

I think the ability to co-opt Board members is a good thing.

Yeah well they'll start at 3 and then itll become 5 and then itll be all over and they'll do whatever the hell they want without even considering the members. The other we'll stick a club executive on the board, thats another joke.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: dwaino on November 28, 2011, 06:00:02 PM
Occupy RFC?  :huh
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Loui Tufga on November 28, 2011, 06:05:11 PM
Just let it go, the club will sort it out :thumbsup :thumbsup

Occupy RFC?  :huh

 :lol :lol :lol

Title: Re: AGM 2011 - Wed Dec 21st
Post by: Darth Tiger on November 28, 2011, 06:33:28 PM
If the illusion that AFL is not a serious business, then welcome to the 21st Century board practise.

Good idea to bring the constitution up to current governance structures.

If Mal Speed & Carl Walsh are examples of the talent that can be acquired via this process, then I am all for it. Tony Free on the other hand ...

There are no longer 5000 members of the club - there are 42000+ so it makes sense to have the flexibility to appoint (for a limited period) board members that have a specific skill set required.

Title: Re: AGM 2011 - Wed Dec 21st
Post by: gerkin greg on November 28, 2011, 06:57:52 PM
Agree with Muscles and Darth

Yeah well they'll start at 3 and then itll become 5 and then itll be all over and they'll do whatever the hell they want without even considering the members. The other we'll stick a club executive on the board, thats another joke.

stop being a nutter
be a nuthugger
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Penelope on November 28, 2011, 07:11:52 PM
no, i agree with flags.

it is the members, spread far and wide across the country who best know which people are best suited to run a professional organisation.

what would people on a committee know about who is best for the job?
Title: Re: AGM 2011 - Wed Dec 21st
Post by: RedanTiger on November 28, 2011, 07:27:50 PM
I'm not against a Board being able to co-opt specific skill sets.  I work for an organisation where members vote for the Board of Directors and this enterprise currently lacks a couple of key Board-level skill sets.  The President realises that the Board lacks these skills, but has no way of ensuring that the Board gets access to them unless he hires consultants - and we cannot afford that on an on-going basis.


In the context of board elections, the Nominations Committee will -
•    assess the candidate’s qualifications as set out on the candidate’s CV and in light of the director skills matrix which has been set by the board;

Do I read this wrong?
The Nominations Committee is to get the right "skill set" and ensure nominees agree with the board's vision.
Then the board wants the right to appoint anyone else to obtain the right "skill set"
Then they want to be able to appoint an executive to the board whom they have previously chosen for his executive position.

This Nominations Committee does seem to be best practice - it's been used in China and Burma for decades and is now being used world wide so only approved candidates can be elected.

I have no doubt these measures will be approved with our membership.
What i can't work out is why the current board members are so eager to retain power and make it so difficult to be voted out?
Is the job really that enjoyable?
Title: Re: AGM 2011 - Wed Dec 21st
Post by: The Big Richo on November 28, 2011, 07:30:54 PM
Is there any way we can get rid of March and Cameron at this AGM?
Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on November 28, 2011, 07:34:29 PM
Is there any way we can get rid of March and Cameron at this AGM?

No because March isn't up for re-election this year

And Cameron isn't on the board, he's an employee of the club, he answers to the CEO and the Board, the only way he goes is if he is flicked
Title: Re: AGM 2011 - Wed Dec 21st
Post by: The Big Richo on November 28, 2011, 07:36:05 PM
Nothing to be achieved here then, move on people.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: RedanTiger on November 28, 2011, 07:40:33 PM

And Cameron isn't on the board, he's an employee of the club, he answers to the CEO and the Board, the only way he goes is if he is flicked

Not until the changes to the constitution are approved.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on November 28, 2011, 07:48:15 PM
Gary March: It is widely-acknowledged, best practice among leading corporations, that boards should comprise a mix of elected and appointed directors. The current Richmond constitution allows for nine elected directors - the board is proposing that a constitutional amendment be made to allow for three directors to be appointed. A board of nine would therefore comprise six elected directors and three appointed directors.  The appointed directors would not be allowed to serve more than two terms.

While understanding the point of the change, my concern here is that you are opening up the board to actually not having any rotation at all. Eg an "appointed director" will serve 2 terms, then they have the option to stand as someone to be elected and then the person they replace can quite easily become and "appointed director"

Some may argue that scenario is highly unlikely and that's true but it is still a possibility

Quote



GM: It has also been proposed by the board that - at its discretion - a senior executive of the Club may be appointed to the board as an Executive Director. In making this change, and to accommodate an additional appointment, we are also proposing that the constitution allows for the board to comprise up to 10 directors.

What's not answered here is will this Executive Director have full voting rights like all other directors? If the answer is NO then I dont have a problem with it but if the answers is YES then it is a concern in light of the situation the Club faced a few seasons back when Greg Miller was a Director and an employee of the club
Title: Re: AGM 2011 - Wed Dec 21st
Post by: RedanTiger on November 29, 2011, 12:34:59 PM
WP, since I live up country I doubt I'll get to the AGM, especially since it's midweek at 6pm.

I presume members will be allowed questions from the floor about the finances.

If so, could you ask how much the club saved/made from the option of members forgoing "Rewards and Recognition" merchandise last year and why it was discontinued this year?
Would think it's the kind of information the board used when making the decision to discontinue after all it will be budgeted at $750,000 next year ($15 X 50,000 members).

Noting that Miller previously had a contract to supply this merchandise, I wonder who has the contract now?
   
Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on November 29, 2011, 12:57:48 PM
WP, since I live up country I doubt I'll get to the AGM, especially since it's midweek at 6pm.

I presume members will be allowed questions from the floor about the finances.

If so, could you ask how much the club saved/made from the option of members forgoing "Rewards and Recognition" merchandise last year and why it was discontinued this year?
Would think it's the kind of information the board used when making the decision to discontinue after all it will be budgeted at $750,000 next year ($15 X 50,000 members).

Noting that Miller previously had a contract to supply this merchandise, I wonder who has the contract now?
 

At this point in time I'd be happy just to see the numbers as we've been waiting a week since they announced a profit but they still haven't released the fin reports

Not sure what you mean about the $750K and the R&R merch  :-\. That's still an option this year (cap, scarf or $15 Store vch), the only thing that's changed is that there isn't an option to for go the merch or Shop voucher and have the money go to the Footy Dept

Title: Re: AGM 2011 - Wed Dec 21st
Post by: The Big Richo on November 29, 2011, 08:15:37 PM
I think he means why isn't there still an option to donate 15 to footy department and what was the reason for dropping that option.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: mightytiges on November 29, 2011, 10:49:56 PM
I have no issue with the idea of an executive director if it's Benny Gale. It's pretty standard practice to have managing directors on company boards.

However I agree with Ramps about having non-elected board members. It's not as though under the current constitutional arrangements that the Board can't appoint and bring in people they want. If a potential board member turns down an opportunity to be on the Board because he/she is afraid of being held to account for their performance every 3 years via a democratic vote by the members (ie. shareholders) of the Club then you have to ask if that person is the right person to be director. Is the Club now saying as members we can't be trusted and are too stupid to understand to do what is best for the Club  ::). Obviously some at the top need a reminder without us there wouldn't be a Club to be a Board member of after the past 30 years of abysmal failure.   
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Jackstar is back again on November 29, 2011, 11:10:04 PM
Dont like this at all.
This needs to be looked into and challenged.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Jackstar is back again on November 29, 2011, 11:12:21 PM
2.    To vote on the proposed changes to the Club’s Constitution

Details of the Constitution Changes to be voted on are on the RFC web-site

Now I know Mr RFC_O doesn't like us posting web-site articles in full but this one appears pretty important ...

Constitution changes explained
richmondfc.com.au
11:39 AM Mon 28 Nov, 2011

Richmond President Gary March spoke to richmondfc.com.au to explain the changes to the Club’s constitution.

RFC: What is the major constitutional change being proposed by the board?

Gary March: It is widely-acknowledged, best practice among leading corporations, that boards should comprise a mix of elected and appointed directors. The current Richmond constitution allows for nine elected directors - the board is proposing that a constitutional amendment be made to allow for three directors to be appointed. A board of nine would therefore comprise six elected directors and three appointed directors.  The appointed directors would not be allowed to serve more than two terms.

RFC: Why is this good for my football club?

GM: Like many corporations and other elite sporting clubs - including other highly-successful AFL clubs - this change will enable the board to identify people with the expertise, and skill set, to significantly enhance the business of the Richmond Football Club. This would be a very positive move. The AFL landscape is becoming increasingly competitive and it is important that we provide ourselves with every opportunity to engage the best people to give us the best chance to compete and lead.

RFC: Are there any other changes that I need to be aware of?

GM: It has also been proposed by the board that - at its discretion - a senior executive of the Club may be appointed to the board as an Executive Director. In making this change, and to accommodate an additional appointment, we are also proposing that the constitution allows for the board to comprise up to 10 directors.

RFC: Why did the board decide to make these changes now?

GM: The board has undertaken a comprehensive review of its governance structures, and practices, to ensure it operates effectively on behalf of the members. The proposed changes are in line with the recommendations that came out of this review and will ensure our Club’s board becomes more efficient and effective.
for richmondfc.com.au

http://www.richmondfc.com.au/news/newsarticle/tabid/6301/newsid/126610/default.aspx

Might be there .
Dont like this at all
Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on November 30, 2011, 07:04:17 AM
I have no issue with the idea of an executive director if it's Benny Gale. It's pretty standard practice to have managing directors on company boards.

Benny Gale sits in on all board meetings already so he doesn't need to be a voting Director IMHO

And besdies what happens if one day the board aren't happy with the CEO's performance and need to vote on whether to terminate him/her? How can the same CEO be on the board voting on his/her future  :-\

Agree with you about the appointed directors - don't like it

Have to say that IMHO the only way this will NOT go through is if people who are against it turn up at the AGM and vote it down   
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Penelope on November 30, 2011, 08:45:23 AM
I have no issue with the idea of an executive director if it's Benny Gale. It's pretty standard practice to have managing directors on company boards.

However I agree with Ramps about having non-elected board members. It's not as though under the current constitutional arrangements that the Board can't appoint and bring in people they want. If a potential board member turns down an opportunity to be on the Board because he/she is afraid of being held to account for their performance every 3 years via a democratic vote by the members (ie. shareholders) of the Club then you have to ask if that person is the right person to be director. Is the Club now saying as members we can't be trusted and are too stupid to understand to do what is best for the Club  ::). Obviously some at the top need a reminder without us there wouldn't be a Club to be a Board member of after the past 30 years of abysmal failure.

while not the way i would put it, there is some merit in that.
bottom line is most people do not know which board members are doing their job and which ones are not, nor would they have any idea about potential replacements.

This doesn't stop people from jumping up and down as if they do, but reality is that unless someone keeps really close tabs on the machinations, their opinion is not much more informed than what mine would be, which is why i generally dont vote on these elections anyway.

The last thirty years or so isn't a great argument that the members know what, or more importantly who, is best for the club.

It is though a very delicate balancing act in ensuring they get the best to the club, while still ensuring they are accountable to the members and not becoming an old boys club.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: mightytiges on December 01, 2011, 11:58:22 PM
I have no issue with the idea of an executive director if it's Benny Gale. It's pretty standard practice to have managing directors on company boards.

However I agree with Ramps about having non-elected board members. It's not as though under the current constitutional arrangements that the Board can't appoint and bring in people they want. If a potential board member turns down an opportunity to be on the Board because he/she is afraid of being held to account for their performance every 3 years via a democratic vote by the members (ie. shareholders) of the Club then you have to ask if that person is the right person to be director. Is the Club now saying as members we can't be trusted and are too stupid to understand to do what is best for the Club  ::). Obviously some at the top need a reminder without us there wouldn't be a Club to be a Board member of after the past 30 years of abysmal failure.

while not the way i would put it, there is some merit in that.
bottom line is most people do not know which board members are doing their job and which ones are not, nor would they have any idea about potential replacements.

This doesn't stop people from jumping up and down as if they do, but reality is that unless someone keeps really close tabs on the machinations, their opinion is not much more informed than what mine would be, which is why i generally dont vote on these elections anyway.

The last thirty years or so isn't a great argument that the members know what, or more importantly who, is best for the club.

It is though a very delicate balancing act in ensuring they get the best to the club, while still ensuring they are accountable to the members and not becoming an old boys club.
While true most of us al wouldn't know any more than any other average member, it's a bit hard to find fault with the average member given before the 2004 full board election we hadn't had any Board elections for years. Prior to that it wasn't the members fault that the Club went to trade war with Collingwood in the early-mid 80s and lost $1.5m ($15m in today's money) which sent the Club broke. In fact the members and supporters had to come to the rescue with their hard earned in the SOS campaign to keep the Club alive. It wasn't the members fault either in the 90s that Northey left after the 1995 finals or we traded away our best draft picks for duds in the late 90s/early 00s topping up and finishing 9th which decimated our playing list. The RFC was a boys club where cartain groups high up in the Club fought for control of it and appointed their mates to the Board while the average member had no say. Since 2004 there at least has been some accountability as I believe members and supporters now take more interest in the Club's health off-field as well as on-field because of the incompetence that went down in the past. Why now give up our voting rights and the ability to scrutinize those at the top! It's our Club as well. Would we accept the abolition of Australia's political democracy at a national, state and local level because we as voters all don't have 100% knowledge of and expertise in Australian's energy, transport, health, defence, welfare etc needs when we vote?! Of course we wouldn't. Furthermore we as members knows what responsibillites each Board member has from the committees each of them belong to just as in politics we can know who is minister of each Government dept. As I said if someone is afraid of facing accountability via a vote by RFC members just once every 3 years then IMO they aren't fit to be a Board member in the first place.

By the way the Club has sent out a Explanatory Memorandum with all the detailed constitutional changes. In the constitution it says there needs to be 100 members at the AGM to form a quorum.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Hernaman on December 02, 2011, 01:34:06 AM
This is based on an article I posted a few hours ago on PRE. I reproduce it here so as to raise awareness of the issue (I will confess to having lurked in these parts from time to time).

I have been through the proposed amendments carefully and strongly urge you to put in your proxy and vote against them. Apologies for the length of this post but this is an important issue that I feel is worthy of proper analysis. It’s easy to sit and take pot shots so I also think it’s fair enough that if I raise objections I should state why.

I do not object to the club having the right to appoint suitably qualified candidates to the board. I do however object to (A) those appointees not being answerable to members; and (B) by virtue of the definition of a quorum, a board decision could be made despite more than half of member elected directors voting against the decision.  Used cynically, an unsuccessful or unpopular board could use these changes to entrench themselves.

The substance of the change is that in a few years the board would be made up of 6 elected directors, 3 appointed directors and the CEO or other executive of the club appointed by the board. The appointed directors do not face election and can be appointed for up to 2 consecutive terms of 3 years.

I question why any potential appointee should not be answerable to members:

1. We quite rightly expect our directors to work hard in the best interests of the club and members. In some respects it is a thankless task. How can an appointee be expected to have the drive to do so with the necessary commitment and passion if they are unwilling to subject themselves to re-election? This should not be made a role for those looking to bolster a CV or get up the pecking order at his chap's club of choice.

2. Members are the lifeblood of this club. Every time the club gets in strife we, the members and supporters, bail it out. Consider Save our Skins, our staggering membership and the FTF. We are not a club of the well to do. Our strength comes from the loyal support of the rank and file. We answer the call to arms every time an administration fails. At a time when the club continues to ask us to give more on the one hand it is not in my view justified in asking us to sacrifice an element of our democracy on the other.

3. Nor is the sacrifice of democracy justified in terms of board performance to date. Yes, the last few years have seen great improvement in a great many aspects of the club. In that respect I applaud the board and executive. However, we know all too well about false dawns. It is important to remember that a number of the current directors were part of the Casey administrations. I don’t say that to be personal, quite the contrary. This should not be a decision based on personalities or whether you trust the current board. Remember you are being asked to implement a change which will last well beyond the here and now.

4. On that I implore you to think about whether this arrangement would be acceptable if, in 3 years from now the CEO left, we had still failed to make the 8 and had not been able to retire the debt? I hope with all my heart this will never happen but raise it to make the point that in analysing the changes, please do not agree to them because you trust Gary, Brendan and Damien or are pleased with current progress. This change will be very hard to undo.

5. The club materials suggest that most clubs have the power to appoint directors. That is not completely true. Some clubs do not have that power at all. Of those that do, many such as in Hawthorn’s case require the appointed director to face re-election at the next AGM. This is a model I would be happy with. For your background the model proposed by the club mirrors Essendon’s constitution.

6. The club materials suggest these changes are consistent with modern corporate governance. This is untrue. No company in the ASX20 has the capacity to appoint directors without them being subject to re-election by shareholders. I would prefer my directors to be subject to the standards of the Commonwealth Bank or BHP, not the the Essendon Football Club.

7. The club has said that it wants to implement these changes so as to attract the necessary expertise to take the club forward. To some extent this is what the nominations committee is for but in any event nothing in the constitution as it stands today prevents the board from obtaining the external expertise it needs. For example, it could tomorrow appoint Mick Malthouse or Leigh Matthews or in the future a retired Brian Cook or Neil Balme as a special advisor or consultant to the board on a voluntary or paid basis. The only difference is that to have a vote, you need to be elected.

8. The introduction of the nominations committee is a good idea; if it does its job it will find suitably qualified candidates and give underperforming directors the nudge they need. While the nominations committee does not interfere with the normal (pre-amendment) democratic process it probably does make it harder for we ordinary folk to put up our hands if we are so inclined. One danger of the amendments is that it really does take the board to being a closed shop.

9. Please don’t disempower yourself because members have in the past perhaps made bad decisions about who they have voted for. That’s what democracy and participation is all about. It’s not always the case that those in charge know better than you. I guarantee you there will be cases over the years where your motivations regarding the club and its welfare are purer than those of some directors.

10. Please don’t vote in favour of this for fear you will be rocking the boat or disrupting the club’s current progress (which is pleasing). A “no” vote will have no real bearing on the club other than maybe scaring off a candidate or 2 who don’t want to have to ask you for their vote, and in doing so justify why they are a suitable candidate, in a year’s time. 

As a separate point the changes give the board the ability to appoint an executive to the board. I question why this provision is broader than the CEO. Why for example should a board be able to appoint, for example, the head of football or even a player to the board? This capacity could be used cynically to unfairly skew elections and the public perception of board matters. The Greg Miller case in my view should have taught us that directors should not be able to use executive staff in matters of boards, governance and elections.

I welcome your views, be they for or against. Please vote by attending the AGM or sending in your proxy form to the club not less than 24 hours before the meeting. The resolution needs a 75% resolution so either way have your say and make your vote count.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Penelope on December 02, 2011, 09:27:40 AM
While true most of us al wouldn't know any more than any other average member, it's a bit hard to find fault with the average member given before the 2004 full board election we hadn't had any Board elections for years........

By the way the Club has sent out a Explanatory Memorandum with all the detailed constitutional changes. In the constitution it says there needs to be 100 members at the AGM to form a quorum.

(quote shortened for convenience only)

I wasn't necessarily saying that the members were to blame for those f ups, just that that past performance is hardly an argument that members know who is the best person for the club, but i do take the points you raise.

It's a delicate situation and obviously an important one. As it is now many of the important decision makers within the club are appointed and the members have no direct say on their appointment or dismissal, but the issue here for most does seem to be not so much the appointment but rather the ability to give them the flick and perhaps there does need to be some mechanism put in place?

People who feel strongly about this, and have put some thought into it, should  attend the AGM and raise their concerns in a civil and logical manner at the AGM.

Can amendments to proposals be submitted from the floor?

The club has claimed that this is best practice in the corporate world. Does anyone know how well it works and what in general has been the response of shareholders when similar proposals have been made in publicly listed companies?

Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on December 02, 2011, 10:48:18 AM
Got the big glossy booklet on Wednesday explaining the proposed changes and containing the constitution & how it will read if the proposed changes go through

Have to say I have been thinking about this alot as I will be attending the AGM as always so therefore will be voting.

After reading what they have sent through I can honestly say that IMHO they have not made a compelling arguement for the changes.

Reading the doc has not alleyed any of the concerns I have had and continue to have about this issue
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Jackstar is back again on December 02, 2011, 10:53:34 AM
I have a question.
How do you actually vote for "'NO"
In regards to procedures on the night.
This needs to be clarified in "'black and white "' to make it easy for people to vote
the problem is this
They send all this information and make it too hard for the average ''punter ' to vote.
Can someone please clarify what needs to happen on the night.
I will be attending
Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on December 02, 2011, 11:16:27 AM
I have a question.
How do you actually vote for "'NO"
In regards to procedures on the night.
This needs to be clarified in "'black and white "' to make it easy for people to vote
the problem is this
They send all this information and make it too hard for the average ''punter ' to vote.
Can someone please clarify what needs to happen on the night.
I will be attending

Normally votes at the AGM go like this

Put forward the motion
Ask for a seconder
Ask all those in favour - raise your hand
Against

And that's that = majority wins

Title: Re: AGM 2011 - Wed Dec 21st
Post by: 10 FLAGS on December 02, 2011, 11:51:02 AM
This is based on an article I posted a few hours ago on PRE. I reproduce it here so as to raise awareness of the issue (I will confess to having lurked in these parts from time to time).

I have been through the proposed amendments carefully and strongly urge you to put in your proxy and vote against them. Apologies for the length of this post but this is an important issue that I feel is worthy of proper analysis. It’s easy to sit and take pot shots so I also think it’s fair enough that if I raise objections I should state why.

I do not object to the club having the right to appoint suitably qualified candidates to the board. I do however object to (A) those appointees not being answerable to members; and (B) by virtue of the definition of a quorum, a board decision could be made despite more than half of member elected directors voting against the decision.  Used cynically, an unsuccessful or unpopular board could use these changes to entrench themselves.

The substance of the change is that in a few years the board would be made up of 6 elected directors, 3 appointed directors and the CEO or other executive of the club appointed by the board. The appointed directors do not face election and can be appointed for up to 2 consecutive terms of 3 years.

I question why any potential appointee should not be answerable to members:

1. We quite rightly expect our directors to work hard in the best interests of the club and members. In some respects it is a thankless task. How can an appointee be expected to have the drive to do so with the necessary commitment and passion if they are unwilling to subject themselves to re-election? This should not be made a role for those looking to bolster a CV or get up the pecking order at his chap's club of choice.

2. Members are the lifeblood of this club. Every time the club gets in strife we, the members and supporters, bail it out. Consider Save our Skins, our staggering membership and the FTF. We are not a club of the well to do. Our strength comes from the loyal support of the rank and file. We answer the call to arms every time an administration fails. At a time when the club continues to ask us to give more on the one hand it is not in my view justified in asking us to sacrifice an element of our democracy on the other.

3. Nor is the sacrifice of democracy justified in terms of board performance to date. Yes, the last few years have seen great improvement in a great many aspects of the club. In that respect I applaud the board and executive. However, we know all too well about false dawns. It is important to remember that a number of the current directors were part of the Casey administrations. I don’t say that to be personal, quite the contrary. This should not be a decision based on personalities or whether you trust the current board. Remember you are being asked to implement a change which will last well beyond the here and now.

4. On that I implore you to think about whether this arrangement would be acceptable if, in 3 years from now the CEO left, we had still failed to make the 8 and had not been able to retire the debt? I hope with all my heart this will never happen but raise it to make the point that in analysing the changes, please do not agree to them because you trust Gary, Brendan and Damien or are pleased with current progress. This change will be very hard to undo.

5. The club materials suggest that most clubs have the power to appoint directors. That is not completely true. Some clubs do not have that power at all. Of those that do, many such as in Hawthorn’s case require the appointed director to face re-election at the next AGM. This is a model I would be happy with. For your background the model proposed by the club mirrors Essendon’s constitution.

6. The club materials suggest these changes are consistent with modern corporate governance. This is untrue. No company in the ASX20 has the capacity to appoint directors without them being subject to re-election by shareholders. I would prefer my directors to be subject to the standards of the Commonwealth Bank or BHP, not the the Essendon Football Club.

7. The club has said that it wants to implement these changes so as to attract the necessary expertise to take the club forward. To some extent this is what the nominations committee is for but in any event nothing in the constitution as it stands today prevents the board from obtaining the external expertise it needs. For example, it could tomorrow appoint Mick Malthouse or Leigh Matthews or in the future a retired Brian Cook or Neil Balme as a special advisor or consultant to the board on a voluntary or paid basis. The only difference is that to have a vote, you need to be elected.

8. The introduction of the nominations committee is a good idea; if it does its job it will find suitably qualified candidates and give underperforming directors the nudge they need. While the nominations committee does not interfere with the normal (pre-amendment) democratic process it probably does make it harder for we ordinary folk to put up our hands if we are so inclined. One danger of the amendments is that it really does take the board to being a closed shop.

9. Please don’t disempower yourself because members have in the past perhaps made bad decisions about who they have voted for. That’s what democracy and participation is all about. It’s not always the case that those in charge know better than you. I guarantee you there will be cases over the years where your motivations regarding the club and its welfare are purer than those of some directors.

10. Please don’t vote in favour of this for fear you will be rocking the boat or disrupting the club’s current progress (which is pleasing). A “no” vote will have no real bearing on the club other than maybe scaring off a candidate or 2 who don’t want to have to ask you for their vote, and in doing so justify why they are a suitable candidate, in a year’s time. 

As a separate point the changes give the board the ability to appoint an executive to the board. I question why this provision is broader than the CEO. Why for example should a board be able to appoint, for example, the head of football or even a player to the board? This capacity could be used cynically to unfairly skew elections and the public perception of board matters. The Greg Miller case in my view should have taught us that directors should not be able to use executive staff in matters of boards, governance and elections.

I welcome your views, be they for or against. Please vote by attending the AGM or sending in your proxy form to the club not less than 24 hours before the meeting. The resolution needs a 75% resolution so either way have your say and make your vote count.

I commend this post. Its a high quality post about a very important issue that is not being properly discussed by the members. I am against the constitutional changes. I sent an email to Brendon Gale about my concerns on a whole number of issues pertaining to the constitutional change and I didnt hear anything back. I urged the club to look at compromise but got nothing back. For me I am against the changes as they stand the club could have compromised for example -

The club could have put forward the option of only being able to co-opt 1 instead of 3 people onto a board of 9. The club could have written into the constitution that the club executive being on the board would only be the Chief Executive and no one else. The club it seems were working on this document for a fair while and thats why they dont want to compromise - so for me my intention is that I will be attending the AGM and I will be voting No and I urge everyone who is concerned to come down also and fight for our rights! :cheers
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Jackstar is back again on December 02, 2011, 01:41:25 PM
I have a question.
How do you actually vote for "'NO"
In regards to procedures on the night.
This needs to be clarified in "'black and white "' to make it easy for people to vote
the problem is this
They send all this information and make it too hard for the average ''punter ' to vote.
Can someone please clarify what needs to happen on the night.
I will be attending

Normally votes at the AGM go like this

Put forward the motion
Ask for a seconder
Ask all those in favour - raise your hand
Against

And that's that = majority wins

I know that, but its not right in my opinion.
People/supporters get scared off by information sent they may be ''wishy washy"
Looks like we will be there putting our hand up.
Can I put both hands up :bow
Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on December 02, 2011, 03:12:19 PM
I know that, but its not right in my opinion.
People/supporters get scared off by information sent they may be ''wishy washy"
Looks like we will be there putting our hand up.
Can I put both hands up :bow

it may not be "right" but that's the way it's done and has always been done

I would think that for the first time in a long time peple may actually bother to turn up this year because of this issue.

It seems to have stirred some people into action   ;D
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Hard Roar Tiger on December 02, 2011, 03:16:05 PM
Look like a duck, smells like one too....

I'll be going and voting NO.

Board needs to get the basics right first before it gets all cutesy with taking away our god given right to vote in the next eff up to run the club.

Lets retire the debt, finish off our player facilities, improve our p&l through increasing non member related income and play some finals.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: RedanTiger on December 02, 2011, 03:29:21 PM
As mentioned by others the ability is there for Appointed Directors to be re-appointed for a second three year term. This is more tenure than an Elected Director who must face re-election after their three year term. There does however seem to be some contradiction to this in that section 13(g) says that the members have the right to "vote to disqualify a director" with the ability to vote "to appoint another person to the office of director".   

As posted by Jackstar and WP I presume the motion will be to accept the changes to the constitution as a whole. This may well be used to muddy the waters a bit since sections such as the removal of the position of Treasurer and other "housekeeping" of the constitution may be desirable. Presumably this is where amendments to the motion may be flagged before voting on the original motion.

It is worth noting that due to the Nominations Committee performing it's function and reducing the "number of high-quality candidates" that Walsh and Speed were appointed to fill casual board vacancies due to the resignation of Cameron and Lord and since there were no other candidates, aside from Free's expiry of term, they were then deemed to be Elected Directors. Thus at the time after the 2014 AGM the board of nine (without the Executive Director) will effectively include five Directors not having been voted into the position. A quorum will be six.

I have already requested a proxy form from Michael Stahl and advise all other members like me who cannot attend the meeting and feel strongly about this issue to do the same.
   
 
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Penelope on December 02, 2011, 03:57:04 PM
Quote
There does however seem to be some contradiction to this in that section 13(g) says that the members have the right to "vote to disqualify a director" with the ability to vote "to appoint another person to the office of director".   

Is it a contradiction, or actually a safety net, that ultimately gives the members a  way of removing an appointed director and replacing them with an elected person, if their performance deems it necessary?
Title: Re: AGM 2011 - Wed Dec 21st
Post by: RedanTiger on December 02, 2011, 04:21:41 PM
Somehow I knew you'd jump on that.

Funny how you seemed to ignore Hernaman's statement that none of the top ASX 200 have the ability to appoint directors without being subject to re-election by shareholders though.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: mightytiges on December 02, 2011, 06:23:24 PM
It seems there is growing strong opposition to this proposal which is good to see.

While true most of us al wouldn't know any more than any other average member, it's a bit hard to find fault with the average member given before the 2004 full board election we hadn't had any Board elections for years........

By the way the Club has sent out a Explanatory Memorandum with all the detailed constitutional changes. In the constitution it says there needs to be 100 members at the AGM to form a quorum.

(quote shortened for convenience only)

I wasn't necessarily saying that the members were to blame for those f ups, just that that past performance is hardly an argument that members know who is the best person for the club, but i do take the points you raise.

It's a delicate situation and obviously an important one. As it is now many of the important decision makers within the club are appointed and the members have no direct say on their appointment or dismissal, but the issue here for most does seem to be not so much the appointment but rather the ability to give them the flick and perhaps there does need to be some mechanism put in place?

People who feel strongly about this, and have put some thought into it, should  attend the AGM and raise their concerns in a civil and logical manner at the AGM.

Can amendments to proposals be submitted from the floor?

The club has claimed that this is best practice in the corporate world. Does anyone know how well it works and what in general has been the response of shareholders when similar proposals have been made in publicly listed companies?
That's right al. It's about accountability of the Board and having a mechanism where members have their vote to enforce that accountability.

I'm not sure how amendments to prosposals are dealt with at AGMs. Do they class amendments as part of the proposal that has been already advertised prior to the AGM so they can be dealt with then and there or are amendments seen as new business which needs 14 days notice?

6.1.2
The business to be dealt with at such Meetings shall be the reception and consideration of the Board's Report and Balance Sheet and Statements of Receipts and Expenditure, the election of members of the Board in place of those who retire by rotation or otherwise, the presentation of testimonials, and the consideration of any business of which notice has been given by advertisement as aforesaid or of which fourteen days' notice has been given in writing to the Secretary signed by any ten registered members.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Penelope on December 02, 2011, 07:25:33 PM
Somehow I knew you'd jump on that.

Funny how you seemed to ignore Hernaman's statement that none of the top ASX 200 have the ability to appoint directors without being subject to re-election by shareholders though.

i wasnt "jumping" on anything Redan Tiger, nor did i ignore what Hernaman said.
I simply thought it was a legitimate question, because the main concern seems to be that directors can appoint their cronies and thus control the board and there fore the club, bypassing or overriding the members.

From what you posted it seems there is a mechanism in place for to allow the members to prevent this, that ultimately they can step in if it looks like this is happening.

It's a simple question, not a slag off, not a personal disagreement nor a slur on you.

Yet you don't want to answer and get all defensive?

Where do I find the clause you quoted so i can have a look for myself if you aren't interested in getting to the bottom it?

Title: Re: AGM 2011 - Wed Dec 21st
Post by: mightytiges on December 02, 2011, 07:43:18 PM
Where do I find the clause you quoted so i can have a look for myself if you aren't interested in getting to the bottom it?
Here it is al. 

13.   DISQUALIFICATION OF DIRECTORS

The office of director shall be vacated:

(a)   If he becomes bankrupt.
(b)   If he be declared lunatic or be confined in a lunatic asylum or in gaol as a lunatic.
(c)   If he be convicted of any felony or misdemeanour.
(d)   If he becomes from any cause incapable of attending to his duties.
(e)   If he commits any act in breach of any of this Constitution or the by-laws of the Club rendering his membership liable to forfeiture or suspension.
(f)   If he shall be absent from three consecutive Board meetings without the consent of the Board.
(g)   If the members by Ordinary Resolution at either an Annual General Meeting or Extraordinary General Meeting vote to disqualify a director, even though director's term has not expired.  The members may then at any such meeting vote to appoint another person to the office of director.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: RedanTiger on December 02, 2011, 08:09:35 PM
I simply thought it was a legitimate question, because the main concern seems to be that directors can appoint their cronies and thus control the board and there fore the club, bypassing or overriding the members.

From what you posted it seems there is a mechanism in place for to allow the members to prevent this, that ultimately they can step in if it looks like this is happening.

Yet you don't want to answer and get all defensive?

Where do I find the clause you quoted so i can have a look for myself if you aren't interested in getting to the bottom it?

As said in my original post it is section 13(g) and MT has quoted it.
The mechanism does NOT prevent cronies being appointed as you suggest.
Members can only act AFTER appointment and AFTER a resolution is put at an AGM or EGM.

As far as your question is concerned, how would I know what the purpose of that clause is since I didn't draft it or vote for it.
Perhaps you could ask the question of the Chair of the AGM since he is the one requesting alterations to the constitution.   
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Penelope on December 02, 2011, 08:14:20 PM
cheers MT.

So it seems there is a safety net that ultimately makes ALL directors accountable to the members.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: 10 FLAGS on December 02, 2011, 10:11:20 PM
On what terms does a board have the right to rescind the right of membership from any member? For example if someone disagrees with the board or runs a campaign against them for election does the board have the right to rescind that persons membership under the rules of the new constitution?
Title: Re: AGM 2011 - Wed Dec 21st
Post by: RedanTiger on December 03, 2011, 02:09:32 PM
al, I have a suspicion that the section regarding the removal of directors may be a legal requirement under companies law in Australia. Someone more aware of these laws may be able to help.

Flags, the part of the Constitution that relates to this is section 16 - which allows the for the CEO to report any member to the board and the board may expell the member. The section probably most pertinent to your question is the bit about "unbecoming or dishonourable conduct, or conduct prejudicial to the good order and discipline of the Club" being grounds for the start of the process.

Also relevant is sections 3.2.2 - which allows the board to refuse any application for Ordinary Membership.

EDIT: There is no change to these sections in the Constitution beyond "housekeeping" of language and IMO neither should there be.
It is only in the interpretation of section 16 where there may be problems and it's a pretty open process where the written notice to the member must "set out in substance the infringement or complaint".   
Title: Re: AGM 2011 - Wed Dec 21st
Post by: mightytiges on December 03, 2011, 07:12:51 PM
This is what I found in the Corporations Act:

http://www.comlaw.gov.au/Details/C2011C00910/Html/Volume_1#_Toc297551277

Part 2D.3—Appointment, remuneration and cessation of appointment of directors

Division 1—Appointment of directors

Subdivision A—General rules

201A  Minimum number of directors


Proprietary companies

             (1)  A proprietary company must have at least 1 director. That director must ordinarily reside in Australia.

Public companies

             (2)  A public company must have at least 3 directors (not counting alternate directors). At least 2 directors must ordinarily reside in Australia.

201B  Who can be a director

             (1)  Only an individual who is at least 18 may be appointed as a director of a company.

             (2)  A person who is disqualified from managing corporations under Part 2D.6 may only be appointed as director of a company if the appointment is made with permission granted by ASIC under section 206F or leave granted by the Court under section 206G.

201D  Consent to act as director

             (1)  A company contravenes this subsection if a person does not give the company a signed consent to act as a director of the company before being appointed.

             (2)  The company must keep the consent.

             (3)  An offence based on subsection (1) or (2) is an offence of strict liability.

Note:          For strict liability, see section 6.1 of the Criminal Code.

201E  Special rules for the appointment of public company directors

             (1)  A resolution passed at a general meeting of a public company appointing or confirming the appointment of 2 or more directors is void unless:

                     (a)  the meeting has resolved that the appointments or confirmations may be voted on together; and

                     (b)  no votes were cast against the resolution.

             (2)  This section does not affect:

                     (a)  a resolution to appoint directors by an amendment to the company’s constitution (if any); or

                     (b)  a ballot or poll to elect 2 or more directors if the ballot or poll does not require members voting for 1 candidate to vote for another candidate.

             (3)  For the purposes of paragraph (2)(b), a ballot or poll does not require a member to vote for a candidate merely because the member is required to express a preference among individual candidates in order to cast a valid vote.


201G  Company may appoint a director (replaceable rule—see section 135)

                   A company may appoint a person as a director by resolution passed in general meeting.

201H  Directors may appoint other directors (replaceable rule—see section 135)

Appointment by other directors

             (1)  The directors of a company may appoint a person as a director. A person can be appointed as a director in order to make up a quorum for a directors’ meeting even if the total number of directors of the company is not enough to make up that quorum.

Proprietary company—confirmation by meeting within 2 months

             (2)  If a person is appointed under this section as a director of a proprietary company, the company must confirm the appointment by resolution within 2 months after the appointment is made. If the appointment is not confirmed, the person ceases to be a director of the company at the end of those 2 months.

Public company—confirmation by next AGM

             (3)  If a person is appointed by the other directors as a director of a public company, the company must confirm the appointment by resolution at the company’s next AGM. If the appointment is not confirmed, the person ceases to be a director of the company at the end of the AGM.

201J  Appointment of managing directors (replaceable rule—see section 135)

                   The directors of a company may appoint 1 or more of themselves to the office of managing director of the company for the period, and on the terms (including as to remuneration), as the directors see fit.

201K  Alternate directors (replaceable rule—see section 135)

             (1)  With the other directors’ approval, a director may appoint an alternate to exercise some or all of the director’s powers for a specified period.

             (2)  If the appointing director requests the company to give the alternate notice of directors’ meetings, the company must do so.

             (3)  When an alternate exercises the director’s powers, the exercise of the powers is just as effective as if the powers were exercised by the director.

             (4)  The appointing director may terminate the alternate’s appointment at any time.

             (5)  An appointment or its termination must be in writing. A copy must be given to the company.

Note:          ASIC must be given notice of the appointment and termination of appointment of an alternate (see subsections 205B(2) and (5)).

201L  Signpost—ASIC to be notified of appointment

                   Under section 205B, a company must notify ASIC within 28 days if a person is appointed as a director or as an alternate director.

201M  Effectiveness of acts by directors

             (1)  An act done by a director is effective even if their appointment, or the continuance of their appointment, is invalid because the company or director did not comply with the company’s constitution (if any) or any provision of this Act.

             (2)  Subsection (1) does not deal with the question whether an effective act by a director:

                     (a)  binds the company in its dealings with other people; or

                     (b)  makes the company liable to another person.

Note:          The kinds of acts that this section validates are those that are only legally effective if the person doing them is a director (for example, calling a meeting of the company’s members or signing a document to be lodged with ASIC or minutes of a meeting). Sections 128‑130 contain rules about the assumptions people are entitled to make when dealing with a company and its officers.



Division 3—Resignation, retirement or removal of directors

203A  Director may resign by giving written notice to company (replaceable rule—see section 135)

                   A director of a company may resign as a director of the company by giving a written notice of resignation to the company at its registered office.

203B  Signpost to consequences of disqualification from managing corporations

                   A person ceases to be a director of a company if the person becomes disqualified from managing corporations under Part 2D.6 (see subsection 206A(2)) unless ASIC or the Court allows them to manage the company (see sections 206F and 206G).

203C  Removal by members—proprietary companies (replaceable rule—see section 135)

                   A proprietary company:

                     (a)  may by resolution remove a director from office; and

                     (b)  may by resolution appoint another person as a director instead.

203D  Removal by members—public companies

Resolution for removal of director

             (1)  A public company may by resolution remove a director from office despite anything in:

                     (a)  the company’s constitution (if any); or

                     (b)  an agreement between the company and the director; or

                     (c)  an agreement between any or all members of the company and the director.

If the director was appointed to represent the interests of particular shareholders or debenture holders, the resolution to remove the director does not take effect until a replacement to represent their interests has been appointed.

Note:          See sections 249C to 249G for the rules on who may call meetings, sections 249H to 249M on how to call meetings and sections 249N to 249Q for rules on members’ resolutions.

Notice of intention to move resolution for removal of director

             (2)  Notice of intention to move the resolution must be given to the company at least 2 months before the meeting is to be held. However, if the company calls a meeting after the notice of intention is given under this subsection, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.

Note:          Short notice of the meeting cannot be given for this resolution (see subsection 249H(3)).

Director to be informed

             (3)  The company must give the director a copy of the notice as soon as practicable after it is received.

Director’s right to put case to members

             (4)  The director is entitled to put their case to members by:

                     (a)  giving the company a written statement for circulation to members (see subsections (5) and (6)); and

                     (b)  speaking to the motion at the meeting (whether or not the director is a member of the company).

             (5)  The written statement is to be circulated by the company to members by:

                     (a)  sending a copy to everyone to whom notice of the meeting is sent if there is time to do so; or

                     (b)  if there is not time to comply with paragraph (a)—having the statement distributed to members attending the meeting and read out at the meeting before the resolution is voted on.

             (6)  The director’s statement does not have to be circulated to members if it is more than 1,000 words long or defamatory.

Time of retirement

             (7)  If a person is appointed to replace a director removed under this section, the time at which:

                     (a)  the replacement director; or

                     (b)  any other director;

is to retire is to be worked out as if the replacement director had become director on the day on which the replaced director was last appointed a director.

Strict liability offences

             (8 )  An offence based on subsection (3) or (5) is an offence of strict liability.

Note:          For strict liability, see section 6.1 of the Criminal Code.

203E  Director cannot be removed by other directors—public companies

                   A resolution, request or notice of any or all of the directors of a public company is void to the extent that it purports to:

                     (a)  remove a director from their office; or

                     (b)  require a director to vacate their office.

203F  Termination of appointment of managing director (replaceable rule—see section 135)

             (1)  A person ceases to be managing director if they cease to be a director.

             (2)  The directors may revoke or vary an appointment of a managing director.

 
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Penelope on December 03, 2011, 08:05:15 PM
Ef, there is some hard reading in there.

From reading that, if this proposal goes through, any person appointed to the postion must still gain approval from the members by a vote.

Quote
Public company—confirmation by next AGM

             (3)  If a person is appointed by the other directors as a director of a public company, the company must confirm the appointment by resolution at the company’s next AGM. If the appointment is not confirmed, the person ceases to be a director of the company at the end of the AGM.

So this must have happened with the 2 current board appointed dirctors?

Also, the members can eff off any director by a members vote and that right is set in stone by law.


Quote
203D  Removal by members—public companies

Resolution for removal of director

             (1)  A public company may by resolution remove a director from office despite anything in:

                     (a)  the company’s constitution (if any); or

                     (b)  an agreement between the company and the director; or

                     (c)  an agreement between any or all members of the company and the director.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: RedanTiger on December 04, 2011, 12:36:09 AM
Agreed that it's hard going.
At the AGM before the vote the question really needs to be asked whether the Appointed Director has to be confirmed by the following AGM.
Perhaps the new Constitution allows the clause to be overridden as in section 201E.2(a) of MT's post.

From reading that, if this proposal goes through, any person appointed to the postion must still gain approval from the members by a vote.

Quote
Public company—confirmation by next AGM

             (3)  If a person is appointed by the other directors as a director of a public company, the company must confirm the appointment by resolution at the company’s next AGM. If the appointment is not confirmed, the person ceases to be a director of the company at the end of the AGM.

So this must have happened with the 2 current board appointed dirctors?

No.
The two new directors (Walsh and Speed) were appointed to take over the duties of vacating directors (Cameron and Lord) in October until their re-election in November.
Since there were no other candidates, due to the Nominations Committee, these two (and Free) were the only candidates for three vacant positions and they were deemed to be elected.

I also just saw that the Executive Director can be appointed at any time and for any term (8.1.24)
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Penelope on December 04, 2011, 04:29:06 PM
From reading that, if this proposal goes through, any person appointed to the postion must still gain approval from the members by a vote.

Quote
Public company—confirmation by next AGM

             (3)  If a person is appointed by the other directors as a director of a public company, the company must confirm the appointment by resolution at the company’s next AGM. If the appointment is not confirmed, the person ceases to be a director of the company at the end of the AGM.

So this must have happened with the 2 current board appointed dirctors?

No.
The two new directors (Walsh and Speed) were appointed to take over the duties of vacating directors (Cameron and Lord) in October until their re-election in November.
Since there were no other candidates, due to the Nominations Committee, these two (and Free) were the only candidates for three vacant positions and they were deemed to be elected.

For some reason I had it in my head we already had two board appointed directors and this was extending it to three, but these two are regarded as elected.

got me buggered where i got that idea from.

As they are deemed to be elected, unnoposed,, then
Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on December 04, 2011, 04:57:58 PM
No.
The two new directors (Walsh and Speed) were appointed to take over the duties of vacating directors (Cameron and Lord) in October until their re-election in November.
Since there were no other candidates, due to the Nominations Committee, these two (and Free) were the only candidates for three vacant positions and they were deemed to be elected.

I also just saw that the Executive Director can be appointed at any time and for any term (8.1.24)

Redan, Dont 'quite agree with your assertion that there were no other candidates due to the Nominations Committee, granted they are interviewing candidates and explaining what is involved and then supposedly recommending who they believe to be the best candidate I don't believe they are in a position to actually stop someone from nominating under the consititution.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Penelope on December 04, 2011, 05:09:28 PM
No, but if most of us wanted to run they would tell us we would be better off not wasting everyone's time.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on December 04, 2011, 05:10:55 PM
No, but if most of us wanted to run they would tell us we would be better off not wasting everyone's time.

Probably but still doesn't mean you still can't nominate  ;D
Title: Re: AGM 2011 - Wed Dec 21st
Post by: The Big Richo on December 04, 2011, 05:15:17 PM
Convinced me, I'm sending in a few nos.
Title: Re: AGM 2011 - Wed Dec 21st
Post by: RedanTiger on December 04, 2011, 07:52:13 PM
The two new directors (Walsh and Speed) were appointed to take over the duties of vacating directors (Cameron and Lord) in October until their re-election in November.
Since there were no other candidates, due to the Nominations Committee, these two (and Free) were the only candidates for three vacant positions and they were deemed to be elected.

Redan, Dont 'quite agree with your assertion that there were no other candidates due to the Nominations Committee, granted they are interviewing candidates and explaining what is involved and then supposedly recommending who they believe to be the best candidate I don't believe they are in a position to actually stop someone from nominating under the consititution.

Sorry if you misunderstood my comment WP.
I didn't say they were stopped but the "number of high-quality" candidates did decide not to continue after being interviewed by the Nominations Committee.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 05, 2011, 06:59:38 AM
I've just noticed the date of the AGM has changed from the 14th Dec to 21st Dec

See below:

127th Annual General Meeting
richmondfc.com.au 4:15 PM Mon 28 Nov, 2011

The Annual General Meeting of the Richmond Football Club Ltd (“the Club”) will be held in the Maurice Rioli Room at Punt Road Oval on Wednesday, 21 December 2011 at 6.00pm to transact the following business:

Full details:

http://www.richmondfc.com.au/news/newsarticle/tabid/6301/newsid/126704/default.aspx
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: 10 FLAGS on December 05, 2011, 03:26:18 PM
I've just noticed the date of the AGM has changed from the 14th Dec to 21st Dec

See below:

127th Annual General Meeting
richmondfc.com.au 4:15 PM Mon 28 Nov, 2011

The Annual General Meeting of the Richmond Football Club Ltd (“the Club”) will be held in the Maurice Rioli Room at Punt Road Oval on Wednesday, 21 December 2011 at 6.00pm to transact the following business:

Full details:

http://www.richmondfc.com.au/news/newsarticle/tabid/6301/newsid/126704/default.aspx

Maybe they have sensed the increasing disapproval of the members in terms of the constitutional changes. If they are smart they will withdraw what they have put up at the moment and put up something which we can agree with. They should compromise and if they dont well the members will have to take further action down the track.  :cheers
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 05, 2011, 04:08:30 PM
Dec 21 is your opportunity to take action mate, not "down the track"
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: 10 FLAGS on December 05, 2011, 05:43:29 PM
Dec 21 is your opportunity to take action mate, not "down the track"

We'll take action whenever we please we are not beholden to any dates especially those favored by cucumbers  :lol
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 05, 2011, 06:00:44 PM
Ah. So you only speak for the masses. You don't actually get off your ass and do anything.
Gotcha  :thumbsup
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: 10 FLAGS on December 05, 2011, 06:09:54 PM
Ah. So you only speak for the masses. You don't actually get off your ass and do anything.
Gotcha  :thumbsup

Ill decide what I do when I decide it not when others decide it.  8)
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 05, 2011, 06:19:25 PM
Ah. So you only speak for the masses. You don't actually get off your ass and do anything.
Gotcha  :thumbsup

Ill decide what I do when I decide it not when others decide it.  8)

 :ROTFL
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Loui Tufga on December 05, 2011, 07:33:01 PM
Ah. So you only speak for the masses. You don't actually get off your ass and do anything.
Gotcha  :thumbsup

Ill decide what I do when I decide it not when others decide it.  8)

When did you decide to change your name to God?? :lol :lol :lol
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 05, 2011, 07:44:30 PM
Erebos?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 06, 2011, 06:08:24 AM
Interesting that they change the date
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 06, 2011, 06:53:36 AM
Interesting that they change the date

Have to give so many days notice before the AGM (21 for memory)

Perhaps they don't know the consitution  ;D
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 06, 2011, 07:17:35 AM
Yep.they have to give sufficient notice.holding it that Wednesday night usually keeps alot of people away.eg Christmas commitments etc., thought it 28 days notice..mmmmmmmm
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: JVT on December 06, 2011, 09:07:03 AM
WGAF just go and vote no  :rollin
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 06, 2011, 12:00:00 PM
Yep.they have to give sufficient notice.holding it that Wednesday night usually keeps alot of people away.eg Christmas commitments etc., thought it 28 days notice..mmmmmmmm

21, 28 days whatever

Instead of mmmmmmmmmm ing

Turn up and vote  ;D

Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 06, 2011, 01:17:46 PM
i will be there !
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: 10 FLAGS on December 06, 2011, 01:18:19 PM
All aboard the NO vote train Please!
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 06, 2011, 03:36:57 PM
Ill decide what I do when I decide it not when others decide it.  8)

 :ROTFL
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Coach on December 06, 2011, 04:00:47 PM
yeah but i decide what i do when i decide to decide it not when others decide to decide what ido. k? understood, guy?
shut up
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 06, 2011, 04:14:41 PM
yeah but i decide what i do when i decide to decide it not when others decide to decide what ido.

I really can't decide so does that mean I have to decide or I can decline the option to decide if I can't decide
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Coach on December 06, 2011, 04:48:24 PM
I don't know what we have to decide so you might just have to decide what you're going to decide.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 06, 2011, 04:53:45 PM
I don't know what we have to decide so you might just have to decide what you're going to decide.

I thought all we had to decide was whether we needed to decide or not and then it's all decided isn't it
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Coach on December 06, 2011, 05:05:41 PM
;D
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: mightytiges on December 06, 2011, 07:07:29 PM
I've just noticed the date of the AGM has changed from the 14th Dec to 21st Dec

See below:

127th Annual General Meeting
richmondfc.com.au 4:15 PM Mon 28 Nov, 2011

The Annual General Meeting of the Richmond Football Club Ltd (“the Club”) will be held in the Maurice Rioli Room at Punt Road Oval on Wednesday, 21 December 2011 at 6.00pm to transact the following business:

Full details:

http://www.richmondfc.com.au/news/newsarticle/tabid/6301/newsid/126704/default.aspx

Maybe they have sensed the increasing disapproval of the members in terms of the constitutional changes. If they are smart they will withdraw what they have put up at the moment and put up something which we can agree with. They should compromise and if they dont well the members will have to take further action down the track.  :cheers
Someone cynical might say holding the AGM 4 days before Christmas was planned to make it easier to get these constitutional changes through as many members will be too busy or heading away around Christmas time to attend the AGM :whistle.
Title: Tigers propose change to board elections (Age)
Post by: one-eyed on December 07, 2011, 03:23:40 AM
Tigers propose change to board elections
Jake Niall
December 7, 2011


RICHMOND is attempting a major reform of its board structure, asking the club's members to allow it to appoint, rather than elect, three of the club's nine board directors.

The Tigers say this would enable them to hand pick the best available person to fill a particular need. The remaining six would still have to be elected by the members.

Richmond president Gary March contends that some highly capable people have been reluctant to take a place on the club board because they do not want to face an election.

The proposal, which requires a change in the club constitution, will either be ratified or opposed by the members at the club's annual general meeting on December 21. Some members have already voiced opposition to the change, but March said he believed they were ''a vocal minority''.

''We just want to attract the best people to the Richmond board,'' he said.

March said, under the proposed change, the appointed directors would have a limit of two terms, while those elected would have no term limits.

March said, if adopted, the new board system would be in line with other clubs, such as Essendon and most of the interstate clubs, which have appointed directors. The change would not take effect until next year and would be ''phased in''.

Many clubs have the capacity to appoint a director to fill a casual vacancy, as the Tigers recently did when they seconded ex-Cricket Australia boss Malcolm Speed and accountant Carl Walsh to fill vacancies. Speed and Walsh have been elected unopposed, along with football director and former captain Tony Free.

The club board has been in regular contact with Sydney-based Mark Nelson and James Carnegie, successful in investment management and venture capital respectively, and has sounded them out about possible involvement ''down the track'', as March put it. ''I think they have an inclination to get involved at some time in the future.''

March said the change gave the club the chance to pick high calibre people who filled ''a specific skill set'' rather than having a board that could, theoretically, be filled with ''eight ex-footballers or nine lawyers''.

But March said it was up to the members to decide on the change.

''At the end of the day, it's the members' decision. If they don't like what the board's proposing, they'll vote against it and things will stay as is. We think it's what the club needs, but it's their decision.''

The members can vote by proxies prior to the AGM and have already received information about the change in the mail.

http://www.theage.com.au/afl/afl-news/tigers-propose-change-to-board-elections-20111206-1oh4s.html#ixzz1flwiHudJ
Title: Re: Tigers propose change to board elections (Age)
Post by: mightytiges on December 07, 2011, 04:36:12 AM
The proposal, which requires a change in the club constitution, will either be ratified or opposed by the members at the club's annual general meeting on December 21. Some members have already voiced opposition to the change, but March said he believed they were ''a vocal minority''.
If the proposals are rejected by us members we will hardly be a vocal minority  ::).

Quote
March said the change gave the club the chance to pick high calibre people who filled ''a specific skill set'' rather than having a board that could, theoretically, be filled with ''eight ex-footballers or nine lawyers''.
I think us members are wise enough to avoid such a hypothetically skewed Board Gary. In any case as the Speed and Walsh appointments showed the Club already has the power to pick high calibre people if it so chooses. If any others are afraid of the members holding them to account at an election (and that's only if there are any challenges) then as I said previously IMV they aren't fit to be on the Board in the first place.
Title: Re: Tigers propose change to board elections (Age)
Post by: WilliamPowell on December 07, 2011, 06:57:07 AM
Richmond president Gary March contends that some highly capable people have been reluctant to take a place on the club board because they do not want to face an election.


Got to say that I agree with MT's sentiments here - struth if people want on the board but are not prepared to face the members if at any given time there is more than 3 nominations and an election is required then they shouldn't and don't deserve to be there
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: 10 FLAGS on December 07, 2011, 08:43:04 AM
Every time they need an excuse to go against Members wishes they come up with "Vocal Minority"
Richmond members need to put these people back in their place. The board SHOULD represent US!

Vote NO!
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 07, 2011, 09:04:42 AM
vote yes
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 07, 2011, 10:58:48 AM
YES!
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: JVT on December 07, 2011, 11:56:25 AM
Yes  :rollin
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 07, 2011, 01:17:40 PM
Nah  ;D
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Smokey on December 07, 2011, 05:54:06 PM
Yeah.

Because I don't care how the best people get to our Board, just that they get there.  We can only be the best by being the best in all facets of the club.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 07, 2011, 06:29:06 PM
Yeah.

Because I don't care how the best people get to our Board, just that they get there.  We can only be the best by being the best in all facets of the club.

You making the assumption smokey that those appointed are definitely going to be the best people  ;D, no doubt they got it right in Oct/Nov with Speed & and the other bloke but what happens if the next lot aren't of that calibre ?

And doesn't it concern you just a little that quality people have supposedly been "gin shy" about joining the board because they were afraid of facing an election  :-\
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 07, 2011, 06:34:04 PM
appointed directors still must get a vote of approval at the next AGM though billy.

I don't believe that unopposed elected directors do?

Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 07, 2011, 06:36:19 PM
appointed directors still must get a vote of approval at the next AGM though billy.

I don't believe that unopposed elected directors do?

That's not how I read it al, appointed directors get a fixed 2 year term is how I read it
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 07, 2011, 06:42:53 PM
Quote
Public company—confirmation by next AGM

             (3)  If a person is appointed by the other directors as a director of a public company, the company must confirm the appointment by resolution at the company’s next AGM. If the appointment is not confirmed, the person ceases to be a director of the company at the end of the AGM.

Members themselves can also vote out any director, appointed or elected, if and when they see fit.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 07, 2011, 06:49:54 PM
So does anyone know if any of the other clubs with similar board structures:

(a) have had any problems with it
(b) have won a grand final/s in the last 15 years
(c) have any debt

thanks,
gg
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Smokey on December 07, 2011, 07:14:50 PM
Yeah.

Because I don't care how the best people get to our Board, just that they get there.  We can only be the best by being the best in all facets of the club.

You making the assumption smokey that those appointed are definitely going to be the best people  ;D, no doubt they got it right in Oct/Nov with Speed & and the other bloke but what happens if the next lot aren't of that calibre ?

And doesn't it concern you just a little that quality people have supposedly been "gin shy" about joining the board because they were afraid of facing an election  :-\

I'm not making that assumption WP but I believe I am increasing the chances of a win for the club if a candidate for the board has been head-hunted for a particular skillset and subjected to a thorough review of his/her credentials by the board itself.  An argument was thrown up on another forum that if this option had been available when Clinton Casey was President then it could have made a bad situation worse and while I concede that this could have been a possibility I look at it this way - to the best of my knowledge Casey was elected via our current method so there is no glowing endorsement there and we retain the right to vote any of the appointed board members out as soon as they are up for re-election (which they must be exposed to according to the proposed constitutional changes).  I just think that from a risk management perspective it stands up.  A mate of mine (GP Doctor) who posts on another forum said that a board of which he has been a long standing member (at least the 8 years I've known him) has this capacity and it functions very well for them.  It allows the board to be the best it can be by seeking out the skills it requires or is deficient in and obtaining them.  I would rather a wide cross-section of skills, experiences and ideas from the board members than run the risk of a board containing too many of the same types of people.  And it doesn't worry me that they might be "gun shy" as it's the club chasing them, not them chasing a board position so why would they bother going through all the election crap?  I fully support them being up for re-election at the first available opportunity as we do need them to be accountable to us members but not for the initial appointment.

To be honest it's not a war-winner for me and won't worry me too much which way the vote goes but I believe it's a step forward for the club and so will vote for the change.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: The Big Richo on December 07, 2011, 07:49:26 PM
Just pee the entire board and all staff off and hand the club over to me.

Guaranteed Dynasty, with emphasis on Nasty.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 07, 2011, 08:26:33 PM
So does anyone know if any of the other clubs with similar board structures:

(a) have had any problems with it
(b) have won a grand final/s in the last 15 years
(c) have any debt

thanks,
gg

Yes Essendon has the format we are proposing but it's only been in the last 3 years

Peter Jackson was made a voting Director and then used his vote to extend Knights contract

But using essendon as example the answers to your questions

(a) Depends on how you view the Knights appointment and how that hapened
(b) Yes they won a flag  but not while they had this system
(c) No debt
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 07, 2011, 08:28:14 PM
To be honest it's not a war-winner for me and won't worry me too much which way the vote goes but I believe it's a step forward for the club and so will vote for the change.

Are you flying in for the AGM smokey  ;D
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 07, 2011, 08:50:41 PM
Yes Essendon has the format we are proposing but it's only been in the last 3 years

who are the other nuffers?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 07, 2011, 09:21:19 PM
Yes Essendon has the format we are proposing but it's only been in the last 3 years

who are the other nuffers?

Perhaps C'wood

Not sure to be honest gerks

The only one I really know about is Essendon
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 07, 2011, 09:31:09 PM
"most of the interstate clubs" have the power to appoint directors, according to one article i read.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 07, 2011, 09:35:35 PM
"most of the interstate clubs" have the power to appoint directors, according to one article i read.

Yeah I read that too al, but didn't view that the same way considering the SA & WA clubs are bascially owned by the state based comps
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Smokey on December 07, 2011, 10:37:57 PM
To be honest it's not a war-winner for me and won't worry me too much which way the vote goes but I believe it's a step forward for the club and so will vote for the change.

Are you flying in for the AGM smokey  ;D

Proxy vote.   :thumbsup
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: one-eyed on December 08, 2011, 06:35:24 AM
If anyone wants a proxy form email mstahl@richmondfc.com.au
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 08, 2011, 06:52:37 AM
COuld end up being the greatest number of proxy votes rec'd in the history on the RFC  ;D
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 08, 2011, 08:41:50 AM
My question is, why are not proxy forms sent out with the a notice of the AGM?

Every company i have held shares in would do this?

A question that could perhaps be raised by someone who attends the AGM?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 08, 2011, 08:50:10 AM
There's a proxy form in the back of the book they sent out.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 08, 2011, 08:52:37 AM
oh, i havn't even got that.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 08, 2011, 08:54:26 AM
Are you a member with voting rights?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 08, 2011, 08:56:37 AM
There's a proxy form in the back of the book they sent out.

yeah it does but I am not sure you can use that one gerks as I thought it was an example of what the proxy form would look like if the amendments went through, seeing that whole booklet thingee is the constitution with amendments.

Also, the AGM notice that was included with that booklet thingee clear states that you must contact the club (M Stahl) for a proxy form for the upcoming AGM and then send it back 24 hours before the meeting
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 08, 2011, 09:00:54 AM
As far as i know gerks.

Sometimes the mail just doesn't get through because of the crocodiles.

From what billy is saying it doesnt matter.

That is strange that they do that. wanna take them to task for me billy?  ;D



Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Smokey on December 08, 2011, 09:14:16 AM
There's a proxy form in the back of the book they sent out.

yeah it does but I am not sure you can use that one gerks as I thought it was an example of what the proxy form would look like if the amendments went through, seeing that whole booklet thingee is the constitution with amendments.

Also, the AGM notice that was included with that booklet thingee clear states that you must contact the club (M Stahl) for a proxy form for the upcoming AGM and then send it back 24 hours before the meeting

That proxy form looks ok to use to me WP but just in case I will call the club today to confirm.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 08, 2011, 09:56:53 AM
Dont like this at all.
This needs to be looked into and challenged.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Smokey on December 08, 2011, 11:16:36 AM
Just received this back from Michael Stahl:

Hi Rob,

Thanks for your email.  Preference would be to complete the attached form.

Thanks,

Michael


Here is a link to the form if anyone wants to download it:

http://dl.dropbox.com/u/1590391/Proxy%20form.pdf (http://dl.dropbox.com/u/1590391/Proxy%20form.pdf)
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: RedanTiger on December 08, 2011, 12:45:18 PM

Because I don't care how the best people get to our Board, just that they get there.  We can only be the best by being the best in all facets of the club.

Feel it is worth noting that of the current board of nine, only Matthies, O'Shannassy and Chadwick were originally elected to the board.
Matthies was elected to the board on 29/1/04.
O'Shannassy was elected as part of the EGM full board election in December 04.
Chadwick was elected to replace Mithen on 16/12/09.

All others were originally seconded to the board and were subsequently elected unopposed with the exceptions of Dalton and O'Shannassy who were in the Mithen election.
Elected in the 04 board spill were March, Matthies, Dalton and O'Shannassy.

My point here is that there seems to have been no problem with appointing directors to casual vacancies and then getting them elected unopposed as we have seen.
Can also see the situation where an Appointed Director is flipped to an Elected Director in the future such as with Walsh and Speed particulary if no-one outside the board is aware of retiring directors like Cameron and Lord.
Why does more power need to be removed from the members?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 08, 2011, 05:48:41 PM
RT, do you know if those 'elected' members who were unopposed had to have their their appointment ratified by members at the next AGM?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 08, 2011, 06:06:19 PM
RT, do you know if those 'elected' members who were unopposed had to have their their appointment ratified by members at the next AGM?

al, at the AGM they announce that X, Y & Z were the only nominations for the the 3 vacancies and they are simply deemed to "elected unopposed", there is or never has there been a formal vote at an AGM to ratify those results
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 08, 2011, 06:24:13 PM
In that case, members actually have more power in relation to an appointed board member than one elected unopposed.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: RedanTiger on December 08, 2011, 06:41:35 PM
In that case, members actually have more power in relation to an appointed board member than one elected unopposed.

Only if your interpretation of Corporations Law is correct and "Appointed Directors" have to be ratified at the following AGM.
If so, it would seem to defeat the purpose of having directors appointed to a three year term as stated in the Constitution revision section 8.1
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 08, 2011, 06:53:47 PM
OK then, what other interpretations are there from;
Quote
Public company—confirmation by next AGM

             (3)  If a person is appointed by the other directors as a director of a public company, the company must confirm the appointment by resolution at the company’s next AGM. If the appointment is not confirmed, the person ceases to be a director of the company at the end of the AGM.
?

Why does giving the members the power to overturn decisions if they see fit make the appointment pointless?

It gives the board the power to bring in people they see as best fit while still giving the members final say?

Win/Win isnt it?

The other safety net is that appointed directors can only sit two terms, while someone can theoretically remain on the board indefinitely without ever having the members ratify their appointment, if they continually are elected unopposed.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: RedanTiger on December 08, 2011, 07:29:23 PM
OK then, what other interpretations are there from;
Quote
Public company—confirmation by next AGM

             (3)  If a person is appointed by the other directors as a director of a public company, the company must confirm the appointment by resolution at the company’s next AGM. If the appointment is not confirmed, the person ceases to be a director of the company at the end of the AGM.
?

Why does giving the members the power to overturn decisions if they see fit make the appointment pointless?

It gives the board the power to bring in people they see as best fit while still giving the members final say?

Win/Win isnt it?

The other safety net is that appointed directors can only sit two terms, while someone can theoretically remain on the board indefinitely without ever having the members ratify their appointment, if they continually are elected unopposed.

Nowhere in the suggested Constitution is there ANY comment about Appointed Directors being ratified.
Elected Directors are elected even if it is unopposed.
 
For example Cameron was appointed to the board in 1999 and was re-elected unopposed until he suddenly decided he had to go one month short of his term and thus Walsh/Speed was appointed and subsequently elected unopposed.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 08, 2011, 07:32:04 PM
so, because it's not in the constitution, the commonwealth law is defunct?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 08, 2011, 07:38:48 PM
so, because it's not in the constitution, the commonwealth law is defunct?

If a company has it's own Constitution then it takes precedent over Corps Law (Replaceable Rules they used to be called)

If a company's Constition is silent an a particular issue then Corps Law takes precendent

If a company has no constitution then Corps Law must be used
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 08, 2011, 07:53:23 PM


If a company's Constition is silent an a particular issue then Corps Law takes precendent

so, if they don't mention it in the constitution it falls back to the corporate act,

It's interesting that the act specifically says that the right to vote off board members by the members cannot be overridden.

anyhoos, basically to override that part of the act the constitution would have to say so, and it ain't part of the proposed amendments.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: RedanTiger on December 08, 2011, 09:46:02 PM

anyhoos, basically to override that part of the act the constitution would have to say so, and it ain't part of the proposed amendments.

Section 8.1.18 says the term is three years.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 08, 2011, 11:11:52 PM
wtf has the length of tenure got to do with being ratified by the members?

Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: RedanTiger on December 09, 2011, 01:14:40 PM
wtf has the length of tenure got to do with being ratified by the members?

There are no conditions on the term, like ratification.

It's really simple.
If you're for the proposed amendments to the Constitution, AS WRITTEN, vote "Yes".
If you're against the amendments, AS WRITTEN,vote "No"

If you require a proxy form smokey has already provided it

Just received this back from Michael Stahl:

Hi Rob,

Thanks for your email.  Preference would be to complete the attached form.

Thanks,

Michael


Here is a link to the form if anyone wants to download it:

http://dl.dropbox.com/u/1590391/Proxy%20form.pdf (http://dl.dropbox.com/u/1590391/Proxy%20form.pdf)
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 19, 2011, 08:41:10 AM
OK, some sureity on this subject.

Reading through the law regarding appointment of directors, the "replacement rule' part got my curiosity up. I had trouble getting my head around what it actually meant, but it read to me as perhaps it meant the rule may not necessarily apply.

I shot an email off to the club and although it took a while to get a response. (I had given up and was close to posting as such) i did get a response come through this morning.
Quote
Hi Alistair,
 
Apologies for the delay in responding.

Section 201H(3) of the Corporations Act is what is known as a "replaceable rule".

As the name suggests, a replaceable rule is a rule that can be replaced by the provisions of the company's Constitution.

Or, to put it another way, the provisions of the actual Constitution override the replaceable rule: Section 135(2) of the Corporations Act.

There are some replaceable rules which are mandatory for public companies - however Section 201H(3) is not one of them.

Accordingly, given that the proposed revised Constitution does not require the ratification of board appointed directors at a subsequent AGM, and given that 201H(3) is a replaceable rule, then should the Constitution amendments be passed by the members, going forward Board appointed directors will not need to be ratified at a subsequent AGM.
 
I hope that clarifies your query.  Should you require further information please do not hesitate to contact me on 9426 4415.
 
Thanks,
 
Michael


 

________________________________

From: Alistair
Sent: Fri 9/12/2011 9:11 AM
To: Michael Stahl
Subject: Clarification regarding propsed changes to the constitution.



Dear Michael,

I was wondering if you could you please clarify something regarding the
proposed changes to the constitution?

If passed, when a board member is appointed, will this decision have to
be ratified by the members at the next AGM as per 201H(3) of the
corporations act

"(3)  If a person is appointed by the other directors as a director of a
public company, the company must confirm the appointment by resolution
at the company's next AGM. If the appointment is not confirmed, the
person ceases to be a director of the company at the end of the AGM."

http://www.comlaw.gov.au/Details/C2011C00910/Html/Volume_1#_Toc297551277

If per chance this section is not relevant, could you please explain
why?

Clarification of this matter would be greatly appreciated.

With thanks in advance,

Alistair Wise

So in a nutshell appointed board members will not have to ratified at the next AGM





Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: 10 FLAGS on December 19, 2011, 11:53:08 AM
I'm voting No! My view hasnt changed at all on this. There are way too many concerns for me in the changes. The club should compromise on a number of these issues and then they can expect support but not as it stands.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 19, 2011, 01:38:21 PM
So Flagman is going to the AGM  :clapping :clapping

Welll done

I will be there as well

Actually it is not just about the changes (though I don't agree with them as they stand) it is also about the way they've gone about this.

4 weeks notice, a glossy mail out that was about as interesting to read as the telephone book that was complicated to say the least, one article on the RFC web-site and one story in The Age trying to justify the changes....

IMHO they should have conducted info nights where people could ask questions and get feedback on their concerns...if people chose not to attend those then so be it but I just think people should have been given the opportunity to ask the questions outside of Wednesday night (if they are prepared to take questions about it on Wed night) Just my take

Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Coach on December 19, 2011, 02:06:45 PM
I think our club treat our supports like poo a lot of the time. I also think they reckon most of our supporters are dumbasses. I also think that they are right in thinking that ;D
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: mightytiges on December 20, 2011, 11:52:21 PM
OK, some sureity on this subject.

Reading through the law regarding appointment of directors, the "replacement rule' part got my curiosity up. I had trouble getting my head around what it actually meant, but it read to me as perhaps it meant the rule may not necessarily apply.

I shot an email off to the club and although it took a while to get a response. (I had given up and was close to posting as such) i did get a response come through this morning.
Quote
Hi Alistair,
 
Apologies for the delay in responding.

Section 201H(3) of the Corporations Act is what is known as a "replaceable rule".

As the name suggests, a replaceable rule is a rule that can be replaced by the provisions of the company's Constitution.

Or, to put it another way, the provisions of the actual Constitution override the replaceable rule: Section 135(2) of the Corporations Act.

There are some replaceable rules which are mandatory for public companies - however Section 201H(3) is not one of them.

Accordingly, given that the proposed revised Constitution does not require the ratification of board appointed directors at a subsequent AGM, and given that 201H(3) is a replaceable rule, then should the Constitution amendments be passed by the members, going forward Board appointed directors will not need to be ratified at a subsequent AGM.
 
I hope that clarifies your query.  Should you require further information please do not hesitate to contact me on 9426 4415.
 
Thanks,
 
Michael


 

________________________________

From: Alistair
Sent: Fri 9/12/2011 9:11 AM
To: Michael Stahl
Subject: Clarification regarding propsed changes to the constitution.



Dear Michael,

I was wondering if you could you please clarify something regarding the
proposed changes to the constitution?

If passed, when a board member is appointed, will this decision have to
be ratified by the members at the next AGM as per 201H(3) of the
corporations act

"(3)  If a person is appointed by the other directors as a director of a
public company, the company must confirm the appointment by resolution
at the company's next AGM. If the appointment is not confirmed, the
person ceases to be a director of the company at the end of the AGM."

http://www.comlaw.gov.au/Details/C2011C00910/Html/Volume_1#_Toc297551277

If per chance this section is not relevant, could you please explain
why?

Clarification of this matter would be greatly appreciated.

With thanks in advance,

Alistair Wise

So in a nutshell appointed board members will not have to ratified at the next AGM
Thanks for that clarification al. I was voting against this anyway but that just reconfirms why. As I've said repeatedly if someone won't go onto the Board because they are scared of facing just a once-in-every-three election (and that's only if there's challenger(s)) then IMO they aren't fit to be on the Board in the first place.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 21, 2011, 06:54:59 AM
I will be there

It will be interesting how many turn up. I have a friend who up until yesterday was going now a Xmas function/get together has come up and now they aren't going

They may lucky to get a quorum  ;D
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 21, 2011, 07:23:47 AM
What time you there WP?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 21, 2011, 07:40:59 AM
Flags come and say hi
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 21, 2011, 10:59:16 AM
What time you there WP?

Well it starts at 6.00pm so depending on traffic sometime between 5.45 & 6.00pm
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 21, 2011, 01:41:12 PM
see you there. i think there is a 'group" going to the London tavern for drinks afterwards :cheers
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 21, 2011, 06:09:04 PM
Gary March.overseas on business .mmmm
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: bojangles17 on December 21, 2011, 07:59:05 PM
see you there. i think there is a 'group" going to the London tavern for drinks afterwards :cheers

who's shout :lol
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 21, 2011, 08:21:56 PM
Amendments to the Constitution passed

71 proxies rec'd. Of which 69 of them gave their votes to the Chairman who voted the in favour.

2 other proxies rec'd note giving their vote to the chairman  ;D

On the night everyone bar 3 members voted in favour of the changes

They needed a 2/3 or was it 3/4 majority for the changes to be passed

As soon as I heard 69 proxies in favour I knew it would (sadly) go through

On more pleasant things

Life memberships awarded to:
Don Lord (former director)
John Stanley (fomrer pyhsio)
Brett Deledio (150 games)
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 21, 2011, 08:28:20 PM
And we know who those 3 were
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: 1965 on December 21, 2011, 08:33:05 PM
Amendments to the Constitution passed

71 proxies rec'd. Of which 69 of them gave their votes to the Chairman who voted the in favour.

2 other proxies rec'd note giving their vote to the chairman  ;D

On the night everyone bar 3 members voted in favour of the changes

They needed a 2/3 or was it 3/4 majority for the changes to be passed

As soon as I heard 69 proxies in favour I knew it would (sadly) go through

On more pleasant things

Life memberships awarded to:
Don Lord (former director)
John Stanley (fomrer pyhsio)
Brett Deledio (150 games)


Is 150 games an automatic life membership?

Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: F0551L on December 21, 2011, 08:34:13 PM
And we know who those 3 were
atleast our voices have been heard WP
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Coach on December 21, 2011, 08:36:36 PM
WP is the greatest coterie of all. I love this man  :-*
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 21, 2011, 08:58:03 PM
And I was one of the three.where were you Flags ?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 21, 2011, 09:08:25 PM
Is 150 games an automatic life membership?

Correct
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 21, 2011, 09:10:06 PM
I wonder if Eddie MCGuire would miss his AGM.??
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 21, 2011, 09:10:21 PM
And we know who those 3 were

The loud minority  :lol
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 21, 2011, 09:27:13 PM
And we know who those 3 were

The loud minority  :lol

Sometimes you've gotta stand up for what you believe in gerks  :thumbsup

Besides in 2,3,4 years time when people are sooking about board appointments and that we aren't get fresh faces then I'll say you got what you voted for  ;D
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: mightytiges on December 21, 2011, 09:34:14 PM
And we know who those 3 were
:whistle  :thumbsup

OER is officially the "vocal minority"  ;D. The media were obviously referring to OER when they asked Gary March about there being supporters who were against the proposal.

Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: mightytiges on December 21, 2011, 10:13:48 PM
Anyway as for what was said at the AGM:

* Gary March and Peggy Haines were absent from the meeting. Gary is OS during December/January for business and family reasons.

* 7th straight year of making a profit. Operating profit was $1.85m once you take away the grant money.

* The club plans to reduce our debt by at least a million in 2012. They mentioned $2.5m at one point and at another said they plan to reduce it further and hope to get it below $2m by the end of the 2012 season which will be the first time that has happened in a long while. This is in fitting with the plan to have zero debt by 2014.

* Gary March on the pre-prepared video said we're currently on track to reach 50k members.

* The FTF raised $2m by the middle of 2011 so we were able to invest in footy dept. straight away. As we all know about $3m has been raised so far. The Punt Rd oval re-surfacing will being in 2012 with the job completed in time for the 2012-13 preseason.

* Sponsorship revenue in the past 12 months has risen by 22% than to the new sponsors Jeep, Bingle, Harvey Norman and ME Bank.

* The only question from the audience came from Charles Macek who asked if the Club had taken into account the one-offs in revenue which won't exist in 2012 - the loss of the Darwin game ($500k), FTF funds (will supporters be as generous next year), Wantirna club onerous payment, etc... The answer was basically yes. The Club plans revenues on a 5-year average rather than the previous year so we're conservative with our expectations.

* After all the financial stuff, potty mouth Dimma  :wallywink got up to introduce and bring on stage the top from the B&F plus all the new recruits. When Piva Wright walked on stage Hardwick was too busy talking that he forgot to put his hand out to shake Piva's so Piva moved his hand up and down to minic a handshake  :lol. Absent was Verrier who was in Perth having some operation on his nose. Once they were all on stage, Hardwick said FJ has a done a great job since he's been at the Club and brought in kids who not only had good skills but who also had good character. The club had a "no d---heads" policy  :wallywink. He almost swore again about something else but corrected himself in time lol. Dimma then reiterated that the time of transition 2010-11 had ended and whereas in the past two years we were trying to get games into the kids (600+ all up), from now on only the best 22 will be getting a guernsey. So WAT there's no excuses  ;).

* Next up was the handing out of life memberships to Don Lord, John Stanley and Lids. Lids mentioned right at the end of his speech that it would be great to play finals.

* The final item was the constitution amendment. As mentioned it was overwhelmingly endorced  :P. 69-2 in proxies followed by all but 3 in the audience. While the proxy vote pretty much made it a done deal, I must admit I was quite surprised by the support for it in the room. Clearly only us on OER had concerns about it.

Anyway it was good to catch up with a few OERites at the AGM :thumbsup while RollsRoyce and I did our own private tour of the new facilites while searching for the exit  ;D. It really is an impressive building and the view from the 3rd floor balcony overlooking the oval and Punt Rd is worth the visit alone.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 21, 2011, 10:22:11 PM
Gary Who ???
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 21, 2011, 10:28:15 PM
(http://www.vanish.com.au/comedians/Gary_Who.jpg)
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 21, 2011, 10:33:37 PM
Look clown.this is a serious topic.post your garbage elsewhere .it's a disgrace that a president of an afl club be overseas on holidays and so called business when the club has there AGM
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 21, 2011, 10:38:55 PM
when did he fly out of the country?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Hard Roar Tiger on December 21, 2011, 10:41:00 PM
No DH policy has come from the Hawks - word for word which may explain the hiccup but not why Dan Connors remains on ojr list
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 21, 2011, 11:00:59 PM
Interesting question by Charles Macek in regards to revenue this year that won't be there in 2012, and how the club reported the money from the Darwin games in advance and now has to repay the AFL.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: mightytiges on December 21, 2011, 11:27:45 PM
when did he fly out of the country?
Beginning of December apparently.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 21, 2011, 11:30:49 PM
Look clown.this is a serious topic.post your garbage elsewhere .it's a disgrace that a president of an afl club be overseas on holidays and so called business when the club has there AGM

Calm down Jackie Brown, this is Gary March you're talking about

Hopefully he's not at any more AGMs in the future, this is a good move from March
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: mightytiges on December 21, 2011, 11:40:04 PM
Interesting question by Charles Macek in regards to revenue this year that won't be there in 2012, and how the club reported the money from the Darwin games in advance and now has to repay the AFL.
We'll find out this time next year if the Club is right. Wasn't it also mentioned tonight something about the Club and $500k going towards the Wantirna Club onerous lease/payment?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 21, 2011, 11:50:36 PM
whats of interest, why did the club accept the entire money for the 3 year period for the Darwin games when they have only played the one game, just to have to give it back to the AFL,although report the all money in 2011 figures.
Interesting to say they least.

Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: mightytiges on December 22, 2011, 12:07:58 AM
whats of interest, why did the club accept the entire money for the 3 year period for the Darwin games when they have only played the one game, just to have to give it back to the AFL,although report the all money in 2011 figures.
Interesting to say they least.
Presumably it's an accounting thing. The money presumably was paid upfront b/w Nov 1 2010 - Oct 31 2011 so it gets put in as income in this year's financials. Next year's financials or even the one after that (as it was a 2 game in 3 year deal) should have a minus $500k component.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: The Big Richo on December 22, 2011, 12:28:48 AM
Gary March must go.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: one-eyed on December 22, 2011, 05:48:44 AM
All the new boys and our B&F top 5 on stage, didn't take long for us to know Piva Wright is a character! ...... (pic courtesy of RFC twitter)

(http://desmond.yfrog.com/Himg532/scaled.php?tn=0&server=532&filename=nl4xz.jpg&xsize=640&ysize=640)
http://yfrog.com/esnl4xzj
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 22, 2011, 07:05:41 AM
whats of interest, why did the club accept the entire money for the 3 year period for the Darwin games when they have only played the one game, just to have to give it back to the AFL,although report the all money in 2011 figures.
Interesting to say they least.
Presumably it's an accounting thing. The money presumably was paid upfront b/w Nov 1 2010 - Oct 31 2011 so it gets put in as income in this year's financials. Next year's financials or even the one after that (as it was a 2 game in 3 year deal) should have a minus $500k component.

Correct in part MT

Jack you are reading far to much into it and I don't think you've understood what was said. "Interesting to say the least" = NO - as per accounting standards absolutely YES

Firstly they said they had rec'd the money up front from the AFL (believe this is what happens with all clubs re Darwin) and it been recorded as pre-paid revenue in the balance sheet.

In accounting terms what this means is the amount is not recorded as revenue (in the P&L) this year (acct standards wont allow it) so it's recorded in the Balance sheet only (DR Bank/Cr Pre paid revenue). If we had played the game in Darwin in 2012 it would have been written to profit in 2012 (the year it relates) but because it is sitting in the balance sheet it will have no impact on the P&L in 2012 (that is it wont recude our bottom line by $500k)

Nothing sneaky here - just requirements by Acct standards which the club is bound  :thumbsup

That ends OERs accounting lesson for today and that's hopefully the last one for 2011  ;D
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 22, 2011, 07:12:21 AM
All good WP :thumbsup
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 22, 2011, 08:26:58 AM
Gary March must go.

He has , overseas
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Penelope on December 22, 2011, 09:06:21 AM
 :lol
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Dubstep Dookie on December 22, 2011, 10:52:12 AM
March is ok.

Clearly he has been overseas for some weeks now for important reasons. Its not uncommon across organisations and authorities for this to occur.

Give the guy a break, and save any comments for him in person.  :thumbsup
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 22, 2011, 12:33:12 PM
Already have spoken in person .when he isn't overseas on holidays.he is a regular at the middle park hotel.you lead organizations by example.for the vice president to say last night that he was overseas on holidays and business was seen as poor.wouldn't happen at Collingwood
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: RedanTiger on December 22, 2011, 01:47:15 PM
71 proxies rec'd. Of which 69 of them gave their votes to the Chairman who voted the in favour.

2 other proxies rec'd note giving their vote to the chairman  ;D

As soon as I heard 69 proxies in favour I knew it would (sadly) go through


So I gave my proxy to a member to vote against the motion.
There was only ONE more proxy vote against.   :huh.
Anybody care to admit they were the only other proxy vote?

Of the 69 cast by the Chair, they ALL gave him the right to vote as he saw fit (ie FOR the motion.) and not one chose to vote against.   ::)
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 22, 2011, 01:54:44 PM
Of the 69 cast by the Chair, they ALL gave him the right to vote as he saw fit (ie FOR the motion.) and not one chose to vote against.   ::)

yep that's how it went down Redan

As I said - as soon as I heard the chair had 69 proxies I knew the amendments would go through
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 22, 2011, 02:08:54 PM
I knew as soon as they announced the amendment that it would pass. Not hard for the board to lobby enough members into giving their proxy to the chair
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 22, 2011, 03:00:16 PM
whats the real issue here and going by the age of the attendees is that most would have no idea of whats going on
Interesting that 3 people voted against and those 3 people post on this site ;)
I sat down the back and when they requested who voted for, the officials at the front put there hand up and it was like a 'Mexican wave "" to the back of the room,
Like follow the lost sheep.LOL
Charles Macek was the only one that took that to task about the financials.
Seen him on the way out, congratulated him on having enough balls out of the 200 odd attendees
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 22, 2011, 03:02:41 PM
also announcing first they had 69 for and 2 against obviously influences the people who attended who have little idea, just go with the numbers :banghead
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: The Big Richo on December 22, 2011, 03:04:34 PM
Yeah, I didn't end up sending mine in.  :wallywink

The whole running of the club is a disgrace. I think we need to call a SGM and take control.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 22, 2011, 03:06:56 PM
Honestly , when they opened by saying that Gary March was overseas, that says it all. :banghead
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 22, 2011, 03:36:01 PM
Agree
Is there any whispers as to is going to take over from No Gary No? Or that he is still planning on standing down?
There was talk of Mike Green but he's now on the Nominations Committee isn't he?
Guessing it will be up to that committee to find a successor to the throne?
Hey Jack why didn't you take the opportunity to voice some of your concerns?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 22, 2011, 03:47:40 PM
Seen him on the way out, congratulated him on having enough balls out of the 200 odd attendees

You reckon there were 200 there

take out the players and board and I reckon there would have been about 70 odd myself

end of the day it's done now.. time to move and see how it works  ;D
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 22, 2011, 03:57:09 PM
I counted 178 at that included guys like Mike Mikeleson. ::)
I didnt count the front row and didnt count the few later comers who stood at the back
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 22, 2011, 04:01:27 PM
Agree
Is there any whispers as to is going to take over from No Gary No? Or that he is still planning on standing down?
There was talk of Mike Green but he's now on the Nominations Committee isn't he?
Guessing it will be up to that committee to find a successor to the throne?
Hey Jack why didn't you take the opportunity to voice some of your concerns?

wrong forum to voice your concerns ,other the financial items as Charles Macek did
To look at Tony Free sitting up there makes you wonder ::) he is clueless
As for Malcolm Speed, sat there with his arms crossed all night,
There was a push for Mike Green years ago although Mike hasnt got the time at present, then again either does Gary March,. ::)
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 22, 2011, 04:03:08 PM
I counted 178 at that included guys like Mike Mikeleson. ::)
I didnt count the front row and didnt count the few later comers who stood at the back

Fair enough then  :thumbsup
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: The Big Richo on December 22, 2011, 04:03:23 PM
So what is the forum to voice concerns?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 22, 2011, 04:13:04 PM
OER  :shh :lol
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: RedanTiger on December 22, 2011, 08:08:18 PM

* 7th straight year of making a profit. Operating profit was $1.85m once you take away the grant money.

* The club plans to reduce our debt by at least a million in 2012. They mentioned $2.5m at one point and at another said they plan to reduce it further and hope to get it below $2m by the end of the 2012 season which will be the first time that has happened in a long while. This is in fitting with the plan to have zero debt by 2014.

* The FTF raised $2m by the middle of 2011 so we were able to invest in footy dept. straight away. As we all know about $3m has been raised so far. The Punt Rd oval re-surfacing will being in 2012 with the job completed in time for the 2012-13 preseason.

So why hasn't some of the profit from the last seven years been used to reduce the $4.5 million debt?
The club gets the debt by a succession of loss-making years and when they make a profit it gets spent.
Sounds like the banks - when the business makes a profit they spend it, when they make a loss the members pay it off.
The debt was reduced by using half of the FTF. Presumably the 2012 reduction will also come from FTF donations and zero debt is dependant on FTF donations.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: bojangles17 on December 22, 2011, 08:58:05 PM
Look clown.this is a serious topic.post your garbage elsewhere .it's a disgrace that a president of an afl club be overseas on holidays and so called business when the club has there AGM

i wouldnt be too concerned, there looked to be nothing of any significance on the agenda, thats why i stayed home and watched TV :lol
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 22, 2011, 09:32:59 PM
So why hasn't some of the profit from the last seven years been used to reduce the $4.5 million debt?
The club gets the debt by a succession of loss-making years and when they make a profit it gets spent.

Sorry Redan that is incorrect

The bulk of the debt relates to borrowings made to fund the admin building & pool years ago, the losses had minimal impact on the debt level

Also, making a profit doesn't necessarily equal cash

FWIW last year (2010) without the FTF they paid of $500k of debt on the back of a $2mil profit

That's 2 acct lessons in 1 day and I'm supposed to be on holidays

And BTW the the FTF monies are being held in a seperate account to the normal trading account which was very pleasing to hear

Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: mightytiges on December 22, 2011, 09:59:33 PM
I counted 178 at that included guys like Mike Mikeleson. ::)
I didnt count the front row and didnt count the few later comers who stood at the back
There were 18 rows (9 either side) of 7 seats so that's 126. Dimma, Newy and the some of the players were sitting to the side and of course the "bridal table" up the front had 10 or so. In any case whatever were the exact number of people there at the AGM, it's ended up that around 200 people have spoken for 50,000 members. Yep the members have spoken  :-\. Not automatically sending out proxy forms with the constitutional brochure kept the total votes to a very low number. Some might argue conveniently so for the Board pushing these changes  :whistle.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Darth Tiger on December 22, 2011, 10:47:33 PM
And BTW the the FTF monies are being held in a seperate account to the normal trading account which was very pleasing to hear

As they need to be for claiming deductabilities.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Darth Tiger on December 22, 2011, 10:51:24 PM
I counted 178 at that included guys like Mike Mikeleson. ::)
I didnt count the front row and didnt count the few later comers who stood at the back
There were 18 rows (9 either side) of 7 seats so that's 126. Dimma, Newy and the some of the players were sitting to the side and of course the "bridal table" up the front had 10 or so. In any case whatever were the exact number of people there at the AGM, it's ended up that around 200 people have spoken for 50,000 members. Yep the members have spoken  :-\. Not automatically sending out proxy forms with the constitutional brochure kept the total votes to a very low number. Some might argue conveniently so for the Board pushing these changes  :whistle.

I have no issues with the amended process - the changes are positive and it is not as if an appointment does not face eventual election scrutiny, it is just that they can be elected unopposed.

If a candidate chooses t oppose then it goes to a members vote - as per constitution.

Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: RedanTiger on December 23, 2011, 01:53:14 AM
So why hasn't some of the profit from the last seven years been used to reduce the $4.5 million debt?
The club gets the debt by a succession of loss-making years and when they make a profit it gets spent.

Sorry Redan that is incorrect
The bulk of the debt relates to borrowings made to fund the admin building & pool years ago, the losses had minimal impact on the debt level
Also, making a profit doesn't necessarily equal cash
FWIW last year (2010) without the FTF they paid of $500k of debt on the back of a $2mil profit

OK so after the statement that I was incorrect, I went and had a look at the 2004 report.
We took a loss of $2.194M in 2004 after a loss in 2003 of $882K.
Liabilities went from $6.856M to $8.66M with the main item, Bank Overdraft going from $829K to $3.318M.
Total Assets went down from $8.3M in 2003 to $7.9M in 2004.
Our net assets went from $1.45M in 2013 to -$745K in 2014, which is why the Auditors used the AFL guarantee to excuse us of "Trading while Insolvent".
Figures over the dark years according to the 2004 Financials and current Treasurers report (in $'000)
            Net Assets             Profit/Loss
2003     1,449                     (882)
2004     (745)                  (2.194)
2005     (704)                        41
2006     (183)                      949

My question is: if we incurred a Bank Overdraft to fund buildings (assets) why did our net assets go down in 2004 and continue to be negative for the next two years?
These figures from 2004 raise the question of how our overdraft went from $3M in 2004 to $4.5M in 2010? Is this where the buildings were funded from?
If so, I wouldn't call a third the "bulk" of the debt and on the figures I've quoted I don't think I'm incorrect.   
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Darth Tiger on December 23, 2011, 03:19:11 AM
cash flow is sufficient enough to fund debt.

Then borrowings made against forward projected revenues.

Refer Bud Fox.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: mightytiges on December 23, 2011, 04:05:39 AM
I counted 178 at that included guys like Mike Mikeleson. ::)
I didnt count the front row and didnt count the few later comers who stood at the back
There were 18 rows (9 either side) of 7 seats so that's 126. Dimma, Newy and the some of the players were sitting to the side and of course the "bridal table" up the front had 10 or so. In any case whatever were the exact number of people there at the AGM, it's ended up that around 200 people have spoken for 50,000 members. Yep the members have spoken  :-\. Not automatically sending out proxy forms with the constitutional brochure kept the total votes to a very low number. Some might argue conveniently so for the Board pushing these changes  :whistle.

I have no issues with the amended process - the changes are positive and it is not as if an appointment does not face eventual election scrutiny, it is just that they can be elected unopposed.

If a candidate chooses t oppose then it goes to a members vote - as per constitution.
Darth, the 3 appointed directors will be on the Board for two terms (6 years) and won't face any election scrutiny at any time during their appointed tenure as director.
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: yellowandback on December 23, 2011, 07:29:03 AM
The changes are unnecessary.

I don't trust Gary March.

The board has been an issue in the past and yet we seemingly advocate less scrutiny?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Jackstar is back again on December 23, 2011, 08:45:07 AM
The changes are unnecessary.

I don't trust Gary March.

The board has been an issue in the past and yet we seemingly advocate less scrutiny?

Must be Christmas, me agreeing with Yellow and Black :thumbsup
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 23, 2011, 09:23:44 AM
OK so after the statement that I was incorrect, I went and had a look at the 2004 report.
We took a loss of $2.194M in 2004 after a loss in 2003 of $882K.
Liabilities went from $6.856M to $8.66M with the main item, Bank Overdraft going from $829K to $3.318M.
Total Assets went down from $8.3M in 2003 to $7.9M in 2004.
Our net assets went from $1.45M in 2013 to -$745K in 2014, which is why the Auditors used the AFL guarantee to excuse us of "Trading while Insolvent".
Figures over the dark years according to the 2004 Financials and current Treasurers report (in $'000)
            Net Assets             Profit/Loss
2003     1,449                     (882)
2004     (745)                  (2.194)
2005     (704)                        41
2006     (183)                      949

My question is: if we incurred a Bank Overdraft to fund buildings (assets) why did our net assets go down in 2004 and continue to be negative for the next two years?
These figures from 2004 raise the question of how our overdraft went from $3M in 2004 to $4.5M in 2010? Is this where the buildings were funded from?
If so, I wouldn't call a third the "bulk" of the debt and on the figures I've quoted I don't think I'm incorrect.

BTW & FWIW the clubs debt is not an oversraft but a commmercial bill arrangement that is used to fund it operation. 

Also when I talk about the "Building" I am not talking about the new builing just finsiihed this year I am talking about the Admin building that the Leon Daphne board started. And it was funded by the JDF & a bank loan.

I can only find the 2003 report but while total assets may have gone down in 2004 I'd would want to know each category

Reason I'd want to do that is:

The bulk building/pool were completed between 2002-2003 I think for memory. Annual report from 2003 shows cash having decreased by $470k and Interest bearing liabilities (C/Bill facilities) increase by over $1mil. It also shows that fixed assets had increased by $1.7mil (total jump in assets from of $1.5mil)

Net assets or equity go down becasue of the losses but that is not the sole determination of your debt levels. Investment can increase debt levels and I believe that over a number of years our debt has increased in part because the club has not been able to generate enough cash as opposed to profit to reduce the debt. I also wouldn't be surpised if the Club has had to borrow to fund that "white elephant" the Wantrina Club over time. I am sure there were some building works out there a few years back as well

If you look at this years gross profit there is an entry for the write back the onerous lease provision (= increase in profit of $520k) for the Wantrina Club. This impacts on profit but generates no cash so can assit with any debt reduction.

As I said profit does not equal cash.   


Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: gerkin greg on December 23, 2011, 09:39:15 AM
Have a kit-kat WP  ;D
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: RedanTiger on December 23, 2011, 12:12:48 PM
1) BTW & FWIW the clubs debt is not an oversraft but a commmercial bill arrangement that is used to fund it operation. 

2) Also when I talk about the "Building" I am not talking about the new builing just finsiihed this year I am talking about the Admin building that the Leon Daphne board started. And it was funded by the JDF & a bank loan.

I can only find the 2003 report but while total assets may have gone down in 2004 I'd would want to know each category

Reason I'd want to do that is:

3) The bulk building/pool were completed between 2002-2003 I think for memory. Annual report from 2003 shows cash having decreased by $470k and Interest bearing liabilities (C/Bill facilities) increase by over $1mil. It also shows that fixed assets had increased by $1.7mil (total jump in assets from of $1.5mil)

Net assets or equity go down becasue of the losses but that is not the sole determination of your debt levels. Investment can increase debt levels and I believe that over a number of years our debt has increased in part because the club has not been able to generate enough cash as opposed to profit to reduce the debt. I also wouldn't be surpised if the Club has had to borrow to fund that "white elephant" the Wantrina Club over time. I am sure there were some building works out there a few years back as well

If you look at this years gross profit there is an entry for the write back the onerous lease provision (= increase in profit of $520k) for the Wantrina Club. This impacts on profit but generates no cash so can assit with any debt reduction.

As I said profit does not equal cash.

1) The item is listed as a Bank Overdraft in the 2004 report that I used. This was used to fund operations since there was a loss of $3M over 2003-4.

2) Agreed, but by 2003 the "overdraft" was $829K. The profit/loss in the period (Daphne/Casey) leading up to 2005 would be best described as "variable".

3) If the Admin/Pool building was completed in 2003 then the increase in Interest Bearing Liabilities of $2.5M in 2004 was NOT related to this but to covering Operating Losses as I have said. However in the 2007 President's Report it states "The Club has now repaid its debt in relation to the construction of the administration and swimming pool building at Punt Road. This repayment has been funded through donations to the Jack Dyer Foundation, and distributions from the AFL relating to the sale of Waverley Park."

I agree with the general premise that raising debt to finance assets is not necessarily a "bad thing" however I have put forward an argument that the large debt solidified in 2004 was a result of paying for Operating Losses rather than Asset building and I think the figures bear this out.


Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: WilliamPowell on December 23, 2011, 04:05:25 PM
Have a kit-kat WP  ;D

Will do gerks this exhausted accountant is officially on holdiays  ;D

1) The item is listed as a Bank Overdraft in the 2004 report that I used. This was used to fund operations since there was a loss of $3M over 2003-4.

2) Agreed, but by 2003 the "overdraft" was $829K. The profit/loss in the period (Daphne/Casey) leading up to 2005 would be best described as "variable".

3) If the Admin/Pool building was completed in 2003 then the increase in Interest Bearing Liabilities of $2.5M in 2004 was NOT related to this but to covering Operating Losses as I have said. However in the 2007 President's Report it states "The Club has now repaid its debt in relation to the construction of the administration and swimming pool building at Punt Road. This repayment has been funded through donations to the Jack Dyer Foundation, and distributions from the AFL relating to the sale of Waverley Park."

I agree with the general premise that raising debt to finance assets is not necessarily a "bad thing" however I have put forward an argument that the large debt solidified in 2004 was a result of paying for Operating Losses rather than Asset building and I think the figures bear this out.

I take on board you points  :thumbsup

Most important thing is they are finally making inroiads into the debt
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: RedanTiger on December 23, 2011, 06:59:49 PM
Agreed.

Holidays.   :santa   :cheers
Title: Re: AGM 2011 - Wed Dec 21st
Post by: Judge Roughneck on June 18, 2014, 08:45:03 AM
Quote
2.    To vote on the proposed changes to the Club’s Constitution

Not 100% sure what this is about but I think it may have something to do with this

"Richmond amends election bylaws

richmondfc.com.au 7:22 AM Sun 23 Oct, 2011

At its October 2011 meeting, the board of the Richmond Football Club resolved to change the Election Bylaws. 

Among other things, the changes:

1.    Recognise the role of the Nominations Committee which Committee was established by the board in 2011.  Such committees are widely regarded as ‘best practice’ in corporate governance.  The current members of the Nominations Committee are Emmett Dunne, Michael Green, Maurice O'Shannassy and Henrietta Rothschild.

In the context of board elections, the Nominations Committee will -
•    interview candidates;
•    answer questions that the candidate has concerning the role of director;
•    assess the candidate’s qualifications as set out on the candidate’s CV and in light of the director skills matrix which has been set by the board;
•    inform the candidate about the requirements of the role including:
- the legal requirements of all gaming and liquor licensing authorities, the Australian Securities and Investments Commission and the Club’s directors and officers indemnity insurer;
- the time commitment expected and the schedule of meetings for the board and the committees of the board;
- all relevant policies of the board including corporate governance principles addressing conflicts of interest and duty such as involvement with sponsors;
- and may make recommendations to the board concerning the candidates.

2.    Provide for an increase in the number of words in the candidate's statement to members.

3.    Clarify the duties of the Returning Officer.

Full details:
http://www.richmondfc.com.au/news/newsarticle/tabid/6301/newsid/125564/default.aspx

Perhaps Mr RFC_O can confirm?

Anyone more info on this?
Title: Re: AGM 2011 - Wed Dec 21st
Post by: WilliamPowell on June 18, 2014, 10:51:12 AM
Quote
2.    To vote on the proposed changes to the Club’s Constitution

Not 100% sure what this is about but I think it may have something to do with this

"Richmond amends election bylaws

richmondfc.com.au 7:22 AM Sun 23 Oct, 2011

At its October 2011 meeting, the board of the Richmond Football Club resolved to change the Election Bylaws. 

Among other things, the changes:

1.    Recognise the role of the Nominations Committee which Committee was established by the board in 2011.  Such committees are widely regarded as ‘best practice’ in corporate governance.  The current members of the Nominations Committee are Emmett Dunne, Michael Green, Maurice O'Shannassy and Henrietta Rothschild.

In the context of board elections, the Nominations Committee will -
•    interview candidates;
•    answer questions that the candidate has concerning the role of director;
•    assess the candidate’s qualifications as set out on the candidate’s CV and in light of the director skills matrix which has been set by the board;
•    inform the candidate about the requirements of the role including:
- the legal requirements of all gaming and liquor licensing authorities, the Australian Securities and Investments Commission and the Club’s directors and officers indemnity insurer;
- the time commitment expected and the schedule of meetings for the board and the committees of the board;
- all relevant policies of the board including corporate governance principles addressing conflicts of interest and duty such as involvement with sponsors;
- and may make recommendations to the board concerning the candidates.

2.    Provide for an increase in the number of words in the candidate's statement to members.

3.    Clarify the duties of the Returning Officer.

Full details:
http://www.richmondfc.com.au/news/newsarticle/tabid/6301/newsid/125564/default.aspx

Perhaps Mr RFC_O can confirm?

Anyone more info on this?

It was nearly 3 years ago and you ask now

Well documented at the time that all the changes went through. Nominations committee, board appointed directors etc. all went through. On the night 4 people voted against it everyone else voted in favour

So what's your point of dragging it up now  ::) ::)
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Chuck17 on June 18, 2014, 11:23:43 AM
LMAO
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Judge Roughneck on June 18, 2014, 11:36:59 AM
Has Henriette Rothschild ever been on the boars of directors?
Title: Re: AGM 2011 - now Wed Dec 21st not Dec 14th
Post by: Chuck17 on June 18, 2014, 11:53:36 AM
Has Henriette Rothschild ever been on the boars of directors?

Are you saying she is bit of a pig?