Football > Richmond Rant
Proposed 2017 RFC Constitution amendments - New EGM & Life membership criteria
one-eyed:
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
WilliamPowell:
Hmmm
YellowandBlackBlood:
Wouldn't it be easier if they just made it 1000 members which IMHO is a fair number?
RedanTiger:
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.
WilliamPowell:
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
Navigation
[0] Message Index
[#] Next page
Go to full version