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

[WilliamPowell]

So Flagman is going to the AGM 

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

[Coach]

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

[mightytiges]

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

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.

[WilliamPowell]

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 

[Jackstar is back again]

What time you there WP?

[Jackstar is back again]

Flags come and say hi

[WilliamPowell]

What time you there WP?

Well it starts at 6.00pm so depending on traffic sometime between 5.45 & 6.00pm

[Jackstar is back again]

see you there. i think there is a 'group" going to the London tavern for drinks afterwards

[Jackstar is back again]

Gary March.overseas on business .mmmm

[bojangles17]

see you there. i think there is a 'group" going to the London tavern for drinks afterwards

who's shout

[WilliamPowell]

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 

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)

[Jackstar is back again]

And we know who those 3 were

[1965]

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 

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?

[F0551L]

And we know who those 3 were

atleast our voices have been heard WP

[Coach]

WP is the greatest coterie of all. I love this man