Just a few amendments to the Club's constitution
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Explanatory memorandum for proposed amendments to the Richmond Football Club Limited ConstitutionThe directors of the Richmond Football Club recommend that the proposed amendments to the Articles of Association of the Club as presented in the accompanying marked-up version of that document be adopted at the 20 December 2006 Annual General Meeting.
To assist in understanding the proposed amendments, following is an explanation of the significant proposed changes.
1 The Articles of Association have been renamed the Constitution to reflect changes in the Corporations Act 2001 and to modernise the document. Consequential changes have been made throughout the document and all references to "article" have been changed to "clause". In this memorandum, we use the term "clause" when referring to a part of the Constitution.
For ease of reference, an index has been inserted.
2 In clause 2:2.1 The definition of Associate Member has been deleted as there is no such membership category. Consequential changes have been made throughout the document.
2.2 Definitions for Chief Executive Officer and Company Secretary have been included and are used throughout the document in place of the historic terms General Manager and Secretary, respectively.
3 In clause 3:3.1 Clause 3.1.3 is added to give the Board flexibility to establish new membership categories from time to time. This change reflects what has been happening in practice as it is unduly cumbersome to amend the Constitution each time that a new membership category is established or eliminated.
3.2 Clause 3.3.2 now reflects the established criteria by which persons are elevated to Life Member status.
3.3 Clauses 3.9 and 3.10 are 'deleted because they are no longer of any effect.
4 In clause 4.1.1, the amendment reflects the fact that some membership categories allow installment payments (eg, the Rolling Tiger) and full payment is not necessarily received by 31 August in each year.
5 In clause 6:5.1 Under the Corporations Act, notice need be given only 21 days before the Annual General Meeting and clause 6.1.1 is changed accordingly.
5.2 The form of proxy in clause 6.3.2(a) has been moved to annexure A.
5.3 In clause 6.6, clarifying amendments have been made with respect to the quorum requirements.
6 In clause 8:6.1 Throughout the Constitution, persons who serve on the Board will be referred to as directors and the term "members" will apply only to members of the Club. This eliminates confusion and accords with common business practice.
6.2 For cost savings
(a) The Board believes that the documents for the election of directors should be mailed at the same time as the documents for the Annual General Meeting. This is not possible under the current Articles so the amendments to clause 8.2.2(e) are intended to achieve this result.
(b) The Board believes that a suitably qualified individual other than the appointed auditor of the Club should be able to act as returning officer for the election. The amendment to clause 8.2.4 is intended to achieve this result.
6.3 The new term "Permitted Election Material" has been inserted in clause 8.2.2(e) to refer to the campaign material which candidates can include in the mail-out to members.
6.4 Clause 8.2.7 is amended to allow electronic and other forms of voting.
7 In clause 11:7.1 The amendment to clause 11.1 is to document the current process which makes the President an additional member of all Board committees.
7.2 Clause 11.4.1 is amended to reflect the current (and historic) make-up of the Cricket Committee.
7.3 Clause 11.4.3 is deleted as the Football Director has not, in recent times, been a member of the Cricket Committee.
8 In clause 15:8.1 Clause 15.1 is amended to reflect the current situation regarding patrons.
8.2 The term of President and the term of Vice President, respectively, are clarified in clause 15.2 and clause 15.3.
8.3 The restriction on the Chief Executive Officer or Company Secretary serving as a director is deleted in clause 15.4.
9 In clause 16.2(d), the Board is given power to require a member to pay for damages to the Club and the disciplinary fine is increased from $20 to $100.
