Author Topic: Proposed 2017 RFC Constitution amendments - New EGM & Life membership criteria  (Read 1100 times)

Online one-eyed

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Constitution amendments for 11 December 2017 AGM

Resolution One:

(A)    That existing Clause 6.4.1 is deleted and replaced with new Clauses 6.4.1 to 6.4.3 below and that existing Clause 6.4.2 is re-numbered Clause 6.4.4; and
(B)    That existing Clause 3.3.2(b) and Clause 3.3.2(c) is deleted and replaced with new Clause 3.3.2(b).

(A)    Existing Clause 6.4.1 (to be deleted)


Subject to section 249D of the Act, on a requisition in writing signed by at least one hundred Ordinary Members with their addresses and their Membership Ticket numbers, being delivered to the Company Secretary, the Company Secretary shall within twenty-one days from receiving such requisition call an Extraordinary General Meeting of the members of the Club by giving fourteen days notice of the same by advertisement in a daily newspaper. The requisition must state precisely the objects of the Meeting including any resolution to be proposed and such objects shall appear in the advertisement in the same or a more abbreviated form.

New Clauses 6.4.1 to 6.4.3 (to be inserted) 
6.4.1   The Club must call an Extraordinary General Meeting of the members of the Club as required by the Act.   
6.4.2   The Extraordinary General Meeting must be held within the time limits permitted by the Act.
6.4.3   Notice of the Extraordinary General Meeting must be given to each member entitled to vote at the Meeting and in the form and within the time limits set out in the Act and must be given in a manner authorised by Clause 6.1.3 and the Act.

Explanation
Before 2015, section 249D of the Corporations Act provided that an extraordinary general meeting (EGM) could be called upon the request of the lesser of (1) 5% of voting members or (2) 100 voting members.  In 2015, section 249D was amended to remove the reference to 100 members.  However, the Club's Constitution still allows 100 members to call an EGM.   

The proposed amendment would bring the Constitution into line with the Corporations Act. The Board also notes that an EGM has never been called in the history of the Club.

Reasons advanced for the change to the Corporations Act were:

• 100 members was too low a threshold; and
• calling an EGM is expensive for the company.   

The removal of the 100 member rule does not diminish the existing right of 100 members to raise concerns about the Club by requesting that a resolution be placed on the agenda for the Club's annual general meeting.   

When the Club has more than 50,000 voting members, allowing 100 members to call an EGM means that a small group can cause Club funds to be spent to hold a meeting even when it is unlikely that any resolution at the meeting will be passed.  On the other hand, 5% of members will more properly represent a fair cross section of the Club's membership and be indicative of the wish of members to have Club funds spent in holding and conducting such a meeting.

The Board is aware that an argument has been advanced that the only way that directors can be removed is through an EGM and that removing the 100 member provision will entrench directors.  That is not correct and a resolution regarding directors can be put by members to the annual general meeting. The only difference is one of timing.  As its name suggests, an 'extraordinary' general meeting should be held only when a matter is so 'extraordinary' that it cannot wait until the annual general meeting.   

(B)    Existing Clauses 3.3.2(b) and (c) (to be deleted)


(b) a VFL/AFL multiple premiership player; or
(c) a single VFL/AFL premiership player who has played a minimum of 100 senior VFL/AFL matches for the Club; or

New Clause 3.3.2(b) (to be inserted) 
(b)    a VFL/AFL premiership player; or
(c)    [deliberately left blank]

Explanation The Board proposes that all premiership players be made Life Members of the Club.  While existing Clause 3.3.2(f) gives the Board wide ranging discretion as to who can be made a Life Member, it is preferable to have premiership players mentioned specifically so that the high esteem in which they are held is properly expressed.

http://s.afl.com.au/staticfile/AFL%20Tenant/Richmond/Images/RFCAGMpages.pdf?camefrom=EMCL_1967524_80108751

Offline WilliamPowell

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Hmmm

"Oh yes I am a dreamer, I still see us flying high!"

from the song "Don't Walk Away" by Pat Benatar 1988 (Wide Awake In Dreamland)

Offline YellowandBlackBlood

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Wouldn't it be easier if they just made it 1000 members which IMHO is a fair number?
OER. Calling it as it is since 2004.

Offline RedanTiger

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I will be voting "NO" to these changes and appeal for proxy votes in support.
Members can PM me if they are willing to grant me their proxies.

Resolution1 (A)
The board reasoning for this change are that:
1) 100 members is too low a threshold, and
2) calling an EGM is expensive for the company.

1) With this change over 2,500 will be required for an EGM.
To repeat what I wrote last year:

Resolution 1
It is proposed that the requirement to call an EGM be raised from 100 members to 5% of members in line with 249D of the Corporations Act.

Comparisons to other public companies are misleading.
Richmond as a member-based entity gives each member one vote (in fact multiple membership may only allow one vote).
In a public company, shareholders with 5% the shares can requisition an EGM. Thus a single investor, company or institution can call an EGM.

In terms of comparison:
A quorum for an AGM is 100 members.
A quorum for an EGM is 200 members.
The TOTAL votes on the 2011 Constitutional changes was 190 votes. 


2) Note that even the board has admitted that an EGM has NEVER, in 133 years, been called under the 100 member threshold.
So it follows that the claimed expense of an EGM has NEVER been incurred in 133 years.

The closest we got to an EGM was in 2004 when a serious resolution to spill the board at an EGM was proposed.
At that time (IIRC) President Clinton Casey saw the writing on the wall and spilled the board for an election at the AGM, effectively having an AGM replace the mooted EGM.
   
In regards to the argument that a member resolution at the AGM can result in a director being removed.
Last year, Resolution 6 changed this ability of members to place resolutions on the AGM agenda.

As I wrote at the time:
Resolution 6
This largely performs some “housekeeping” on phraseology in the Constitution.

It does however, significantly alter the rights of members to receive notice or place resolutions on the AGM agenda.
Currently a resolution can be placed on the agenda by 10 members with 14 days notice.
This will be expanded (under Corporation Act 249N) to require 5% or 100 members with 2 months notice.
249O further says, the resolution is to be considered at the next general meeting that occurs more than 2 months after the notice is given.
"The only difference is one of timing" indeed. 

Note that the Corporations Act requires 5% OR 100 members for member resolutions.
Presumably the next change will be to make the threshold 5% in line with EGM requirements.
 
It is interesting to note that the club has called Richmond Football Club a "company", rather than a "club" in it's reasoning.

Resolution 1 (B)
Section (b) of this clause entitles single VFL/AFL premiership players to Life Membership rather than the previous "multiple premierships".
This means that, if Lennon had kicked the goal and won a VFL premiership this year, a number of players would have become Life Members including Beasley, Darley, Ballard, Coffield, Silvestro and Wood.

I do not understand but surely the board did not intend to include VFL premierships.
Why they didn't simply change the "VFL/AFL" to simply AFL while redrafting I do not understand.   

Section (c) of this clause removes the entitlement of VFL/AFL players who have played over 100 senior VFL/AFL matches to Life Membership.
Since it was 37 years between AFL premierships, this means that players like Maurice Rioli, Free, Knights, Gale (!), Naish, Campbell, Richardson and Deledio would NOT be entitled to automatic Life Membership.

Rather a glaring change and a slap in the face when you compare them to the above mentioned Beasley, Ballard etc.
 
As said above I will be voting "NO" and appeal for proxies in support.
Bask in the joy of the premiership but be aware of ALL that is happening around the club.
Particularly in relation to permanent changes to the Constitution enacted in this brief, but hopefully longer, premiership glow. 
   

Offline WilliamPowell

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My issue with the EGM is very simple

It was put forward last year, it could heavily defeated. Therefore, IMHO it is done and dusted

I voted for the change last year as (again just my view) that 100 signatures is too low when you have 70k members

However, last year the debate was heated (Redan Tiger can vouch for it), a vote was taken and as I said it was heavily defeated

It should not be raised again 12 months later.

Re the life membership one. My understanding it says VFL/AFL because our previous GF wins were in the VFL era and to capture the likes of say Freame, Mount it needs to read VFL as well

"Oh yes I am a dreamer, I still see us flying high!"

from the song "Don't Walk Away" by Pat Benatar 1988 (Wide Awake In Dreamland)

Offline RedanTiger

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However, last year the debate was heated (Redan Tiger can vouch for it), a vote was taken and as I said it was heavily defeated

Re the life membership one. My understanding it says VFL/AFL because our previous GF wins were in the VFL era and to capture the likes of say Freame, Mount it needs to read VFL as well

I don't know if I would say "it was heavily defeated".
We were only told by Malcolm Speed, as the acting chair, that Resolution 1 failed.
Do you have other info WP?

I understand the VFL/AFL in that context but it does seem all premiership players will be Life Members.
http://www.richmondfc.com.au/news/2017-08-24/life-honour-for-wa-tigers
If we are granting Life Memberships to former VFL premiership players then why have it in the constitution?
Simply cover off the old VFL players as they're doing and write only AFL going forward.
The way this is worded IMO means VFL AND AFL players will get them for premierships going forwards.

The insult (IMO) to Rioli, Free, Richardson, Knights, Deledio etc  still holds true with the deletion of the 100 games clause.
IMO this is another example (multiple proxy forms, By-Laws etc) of the sloppiness displayed by senior administration in performing their most important role.

Offline WilliamPowell

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I don't know if I would say "it was heavily defeated".
We were only told by Malcolm Speed, as the acting chair, that Resolution 1 failed.
Do you have other info WP?


No other info I thought they read out the numbers???

Though my recollection of the night was there weren't many hands in the air when they said "all those in favour"

But it doesn't really matter; I still think it is poor of them to raise it again 12 months after it got defeated. No need for it

"Oh yes I am a dreamer, I still see us flying high!"

from the song "Don't Walk Away" by Pat Benatar 1988 (Wide Awake In Dreamland)

Offline RedanTiger

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Yep.
To quote the Age today this "looks overly opportunistic" when Richmond has won it's first premiership in 37 years.
Suppose it's a regular part of the entire political scene nowadays, worldwide.

Was thinking last night that after following Richmond for over fifty years I had the glorious bliss of enjoying winning the big prize, sitting back basking in the afterglow, and then Broad and the Board just pee all over it.

Jerks.

Offline Diocletian

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Sorry but if either of those things were enough to ruin the flag in your eyes then I can only laugh at you....
If you disagree with a fanatic, they will automatically assume you are a competing flavor of fanatic.

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Online one-eyed

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Tigers to sink teeth into constitution changes

afl.com.au
23 November 2017


RICHMOND will seek to remove a clause in its constitution that allows 100 members to call an extraordinary general meeting 12 months after staring down an unsuccessful board challenge.

Members last year voted to maintain their right to call an EGM with only 100 signatures, rejecting a proposed change to increase that number to five per cent of voting members.

The Tigers will put the proposal to members again at the annual general meeting on December 11, which promises to be a more festive event following a remarkable premiership season. 

In a letter to members, the board argued 100 signatures was too low a threshold and calling an EGM was an expensive exercise.

"The removal of the 100 member rule does not diminish the existing right of 100 members to raise concerns about the club by requesting that a resolution be placed on the agenda for the club's annual general meeting," the club wrote.

"Five per cent of members will more properly represent a fair cross section of the club's membership and be indicative of the wish of members to have club funds spent in holding and conducting such a meeting.

"As its name suggests, an 'extraordinary' general meeting should be held only when a matter is so 'extraordinary' that it cannot wait until the annual general meeting."

Under the proposed change, more than 3,700 eligible members would have been required to force an EGM, with the Tigers' membership now at a record 75,777.

The board will also propose that all premiership players – regardless of games played with the club – be made life members.

http://www.afl.com.au/news/2017-11-23/tigers-to-sink-teeth-into-constitution-changes

Offline Yeahright

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Sorry but if either of those things were enough to ruin the flag in your eyes then I can only laugh at you....

Beat me to it

Offline Knighter

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Sneaky seppo is trying again!

We already knocked this back last year they have no stuffen mandate to go again.

Me thinks someone is getting delusions of grandeur

Offline Slipper

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I'm not sure I understand what this is all about.

100 members being able to call and EGM does seem an extraordinarily low number when you are looking at a membership base the size of ours. I have no idea what an appropriate number would be, although the idea of a percentage seems reasonable enough to account for fluctuations in membership. I am not suggesting it should be 5%, it might be .1% or 1% or whatever. But I think it should be more than 100 people.

With regard to the life membership for players, I support the club's sentiment that premiership players should be specifically mentioned in the constitution for the reason outlined. I get the concern raised about why include specific mention of the VFL premiership in this, but to leave that term out is a bit denigrating to our VFL premiership players of years gone by in my opinion. The wording of the clause seems pretty clumsy, but I assume (or maybe hope) they have had a legal expert draft it to ensure it achieves the desired result.

BTW, I am not a lawyer, a bush lawyer, or a doctor.



Offline RedanTiger

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With regard to the life membership for players, I support the club's sentiment that premiership players should be specifically mentioned in the constitution for the reason outlined. I get the concern raised about why include specific mention of the VFL premiership in this, but to leave that term out is a bit denigrating to our VFL premiership players of years gone by in my opinion. The wording of the clause seems pretty clumsy, but I assume (or maybe hope) they have had a legal expert draft it to ensure it achieves the desired result.

BTW, I am not a lawyer, a bush lawyer, or a doctor.
I also agree with the sentiment to reward single premiership players and for past (VFL) winners this is being done without this change as the link in my previous post shows.
You have not mentioned removing the Life Membership rights of players like Rioli, Knights, Campbell, Richardson and Deledio for over 100 games. 

Offline (•))(©™

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Hilarious
“I can’t believe it, 1.20 to go, you’re three points up and there is nobody at the back end of the square for a quick kick in for the opposition.

“I just can’t believe my eyes.

“It’s poor leadership and it’s poor coaching from the Richmond Football Club.”