AGM 2011 - now Wed Dec 21st not Dec 14th

[RedanTiger]

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?

[Penelope]

RT, do you know if those 'elected' members who were unopposed had to have their their appointment ratified by members at the next AGM?

[WilliamPowell]

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

[Penelope]

In that case, members actually have more power in relation to an appointed board member than one elected unopposed.

[RedanTiger]

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

[Penelope]

OK then, what other interpretations are there from;

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.

[RedanTiger]

OK then, what other interpretations are there from;

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.

[Penelope]

so, because it's not in the constitution, the commonwealth law is defunct?

[WilliamPowell]

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

[Penelope]

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.

[RedanTiger]

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.

[Penelope]

wtf has the length of tenure got to do with being ratified by the members?

[RedanTiger]

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

[Penelope]

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.

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

[10 FLAGS]

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.