2017 AGM - 8th of March 2017

[numchuks]

http://www.nmfc.com.au/news/2017-02-13/notice-of-agm

So the AGM has been set for the 8th of March this year.

Ben Buckley and Brian Walsh are re-elected unopposed (no information about Brian Walsh in the Directors information so would be interested to here more)

And looks like a number of changes to the constitution are proposed including an independent vetting committee of potential board nominees.

The proposed constitution doesn't seem to explain how the committee will be independent of the club, except that two members of it will not be board members. Doesn't seem to say how those two will be chosen or how they will be independent.

Thoughts on the changes ?

 

[giantroo]

http://www.nmfc.com.au/news/2017-02-13/notice-of-agm?camefrom=EMCL_1483606_57237494

NORTH MELBOURNE FOOTBALL CLUB LIMITED
ACN 006 468 962
NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an Annual General Meeting of North Melbourne Football Club Limited (“the Club”) will be held at 204-206 Arden Street, North Melbourne, Victoria on Wednesday, 8 March 2017 at 6:00pm (AEDT).

Business:

1. Director Election Results

In accordance with Rule 10.1(i) of the Club Constitution, at every General Meeting of the Club, one-third of the members of the Board (or, if their number is not an integral multiple of three, the number nearest one-third) shall retire and be eligible for re-election.

The members so retiring shall be the longest in office and in the case of equal seniority, the order of retirement shall in default of agreement be determined by lot. As such, directors Mr Benjamin Buckley and Mr Brian Walsh must retire at the 2016 Annual General Meeting. Each of Mr Benjamin Buckley and Mr Brian Walsh, being eligible, have offered themselves for re-election as Directors.

In accordance with Rule 10.1(c)(i) of the Club Constitution, nominations were sought for the two (2) Director positions which will become vacant on the day of the 2016 Annual General Meeting.

The request for nominations was published in the Herald Sun newspaper on 11 January 2017 and via the website of the Club at www.nmfc.com.au.

In response, complying nominations were received in respect of current Board members Mr Benjamin Buckley and Mr Brian Walsh.

Pursuant to Rule 10.1(d)(ii) of the Club Constitution, if the number of candidates does not exceed the number of vacancies on the Board to be filled at the relevant election, then those candidates shall be deemed to have been duly elected and will be declared duly elected without the need for an election to occur. Accordingly, each of Mr Benjamin Buckley and Mr Brian Walsh are duly reelected to the Board of the Club and no director elections will occur as part of the 2016 Annual General Meeting.

2. Amendment of the Club’s Constitution by special resolution

To consider and, if thought fit, to pass the following resolution as a special resolution (in accordance with section 136(2) of the Corporations Act 2001(C’th)):

“That with effect from the close of the Annual General Meeting, the Constitution of the Club be amended in the manner outlined in the Explanatory Memorandum and set out in the amended Constitution as tabled at the meeting and signed by the Chairman of the meeting for the purposes of identification”.

The Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting provides Members with information in relation to the proposed amendments to the Constitution and is designed to assist Members in making an informed decision regarding the special resolution to amend the Constitution as proposed.

3. Presentation of 2016 Directors’ Report, Financial Statements and Auditor’s Report Further Information

Under the Constitution of the Club, all Voting Members intending to vote must have been a Voting Member (as defined in the Constitution) for the 2016 Membership Year. All other categories of Club Members are entitled to attend but not vote.

All current Voting Members are entitled to attend and vote in person or by proxy or attorney, except in respect of Director elections. All other categories of Club Members are entitled to attend but not vote. A proxy must be appointed in writing on the form designated for that purpose, a copy which can be downloaded from the Club’s website www.nmfc.com.au or obtained from the Returning Officer, Mr Andrew Harris C/- the Club by telephone 1300 526 427 or by email to membership@nmfc.com.au.

Proxy forms must be completed and returned to the Returning Officer, Mr Andrew Harris, C/-Computershare by post at PO Box 2062, Melbourne, Victoria 8060 or by email to votingservices@computershare.com.au, no later than 48 hours prior to the holding of the 2016 Annual General Meeting.

Any person who intends to exercise the rights of a Member under power of attorney will be required to produce evidence of their appointment by the relevant Member prior to the 2016 Annual General Meeting.

All capitalised terms in this Notice of Meeting have the meaning given to those terms in the Constitution of Club.

Dated: 10 February 2017
By order of the Board

Chris Simmonds
Secretary

 

[giantroo]

EXPLANATORY MEMORANDUM

http://s.afl.com.au/staticfile/AFL ...Memorandum.pdf?camefrom=EMCL_1483606_57237495

 

[Gasometer]

4. Coffee Shop.

 

[goalieboy82]

for the AGM:

 

[shintemaster]

The proposed constitution doesn't seem to explain how the committee will be independent of the club, except that two members of it will not be board members. Doesn't seem to say how those two will be chosen or how they will be independent.

Thoughts on the changes ?

I'll volunteer for the panel .

I think this year is a benefit of the doubt one for the admin. They've done some very good work over the last decade sprinkled with a few missteps for mine. I'd like to see a year or so of a Buckley led board and what they can achieve.

Footy club boards are something nobody notices until things are going bad IMHO.

 

[Firestarter]

I'll volunteer for the panel .

I think this year is a benefit of the doubt one for the admin. They've done some very good work over the last decade sprinkled with a few missteps for mine. I'd like to see a year or so of a Buckley led board and what they can achieve.

Footy club boards are something nobody notices until things are going bad IMHO.

Bit of a thankless job.

 

[Zondor]

http://www.nmfc.com.au/news/2017-02-13/notice-of-agm

So the AGM has been set for the 8th of March this year.

Ben Buckley and Brian Walsh are re-elected unopposed (no information about Brian Walsh in the Directors information so would be interested to here more)

And looks like a number of changes to the constitution are proposed including an independent vetting committee of potential board nominees.

The proposed constitution doesn't seem to explain how the committee will be independent of the club, except that two members of it will not be board members. Doesn't seem to say how those two will be chosen or how they will be independent.

Thoughts on the changes ?

Independent Nominations Committee Various amendments are proposed to Rule 10.1 of the Constitution to introduce an Independent Nominations Committee (“INC”) and to describe the tasks and functions of the INC. The primary role of the INC will be to consider and assess nominations received for Members seeking to participate in a director election process at annual general meetings. Currently, any Voting Member is entitled to nominate for any available director position, regardless of their level of experience, skills, expertise or suitability for the role of director of the Club. If a director election occurs as part of an annual general meeting, due to the involvement of independent voting services (such as Computershare) together with the costs of printing and postage to Voting Members, a director election costs the Club between $20,000 and $30,000. As the Membership of the Club grows, so too does the cost of an election process. Accordingly, the Club is seeking to ensure that such cost and time is spent in circumstances where the nominee(s) for any available director roles have the necessary and essential skills and experience which would add to or complement the effectiveness of the Board, prior to their nomination being accepted. To ensure independence from the existing Board, the INC will be comprised of two members who are independent of the Board and one member who is a current director. As a further safety net for Members, the INC approval 2 requirements only apply to the annual director election processes at annual general meetings and is not required for any director elections which may occur at a properly convened extraordinary general meeting.

So this is being brought in as a potential money saver? Hmmm. I wonder if it is being proposed to protect the "Bhoys" Club? At least we can still call an Extraordinary General Meeting and boot the Turkeys out if need be. :stern look

 

[Tas]

"introduce an Independent Nominations Committee, whose tasks and functions will include considering and either approving or disapproving nominations received for director elections to occur at annual general meetings of the Club;"

I think the club needed to give details as to how the INC is formed, what scope do they have to disapprove of members, what appeal process exists either internally or externally.

Also, has someone run this past a real lawyer* because I am not sure how legally binding it is to deny members of a club to run as a director of the club? It is not like the club hasn't in the past made changes to our constitution which the ATO has deemed to render the club not an actual club and at risk of losing tax exempt status. Rights of members are the cornerstone of clubs being clubs, and not just being a regular corporation.

I think this has the potential to cause the club costly legal troubles if this is challenged by someone offended at being disapproved.

* By real lawyer, I mean someone who hasn't been previously giving us bad constitutional advice in the past.

"include provisions that provide the Board with the authority to appoint and remove as a director of the Club the person holding the position of CEO of the Club;"

What has Carl done wrong? :stern look

I approve, in fact, I do not think it is wise to have someone both the CEO and a director. I know it is done uncommonly, but it is typically only for exceptional individuals.

"remove the requirement to reappoint the auditor of the Club at each annual general meeting;"

Sounds reasonable.

"update various provisions in the Constitution in order to better take advantage of developments in technology and electronic communications, and to reflect recent developments in company practice generally."

Update various provisions? Is that legal talk? You should list every provision you desire to change with the proposed changes.

 

[LuvtheKangas]

4. Coffee Shop.

5. Decide who will be appointed the important task of showing Leigh Montagna around the facilities for his annual October visit.

 

[Kimbo]

And looks like a number of changes to the constitution are proposed including an independent vetting committee of potential board nominees.

The proposed constitution doesn't seem to explain how the committee will be independent of the club, except that two members of it will not be board members. Doesn't seem to say how those two will be chosen or how they will be independent.

Thoughts on the changes ?

We'd probably be well advised to scrutinise the "independent vetting committee". If that's just about ensuring no conflicts of interest or dodgy backgrounds, fine. But if it has some sort of effect of removing members' democractic power, then we need to be wary.

In short, would it be like the AFL's "independent" MRP etc.?

 

[Arden]

Independent Nominations Committee Various amendments are proposed to Rule 10.1 of the Constitution to introduce an Independent Nominations Committee (“INC”) and to describe the tasks and functions of the INC. The primary role of the INC will be to consider and assess nominations received for Members seeking to participate in a director election process at annual general meetings. Currently, any Voting Member is entitled to nominate for any available director position, regardless of their level of experience, skills, expertise or suitability for the role of director of the Club. If a director election occurs as part of an annual general meeting, due to the involvement of independent voting services (such as Computershare) together with the costs of printing and postage to Voting Members, a director election costs the Club between $20,000 and $30,000. As the Membership of the Club grows, so too does the cost of an election process. Accordingly, the Club is seeking to ensure that such cost and time is spent in circumstances where the nominee(s) for any available director roles have the necessary and essential skills and experience which would add to or complement the effectiveness of the Board, prior to their nomination being accepted. To ensure independence from the existing Board, the INC will be comprised of two members who are independent of the Board and one member who is a current director. As a further safety net for Members, the INC approval 2 requirements only apply to the annual director election processes at annual general meetings and is not required for any director elections which may occur at a properly convened extraordinary general meeting.

So this is being brought in as a potential money saver? Hmmm. I wonder if it is being proposed to protect the "Bhoys" Club? At least we can still call an Extraordinary General Meeting and boot the Turkeys out if need be. :stern look

You going to ask them why we abandoned our home guernsey?

 

[Orange Peanut]

You going to ask them why we abandoned our home guernsey?

I'd vote for Zondors on that ticket at an EGM, but can't see the INC vetting committee looking past the gimp mask if he tries to go the traditional route.

 

[shintemaster]

So this is being brought in as a potential money saver? Hmmm. I wonder if it is being proposed to protect the "Bhoys" Club? At least we can still call an Extraordinary General Meeting and boot the Turkeys out if need be. :stern look

I'm okay with this though. In practice most years the board gets a rubber stamp - no issue if we change things to save money in those years as long as it doesn't rule out change when needed.

 

[Kimbo]

I'm okay with this though. In practice most years the board gets a rubber stamp - no issue if we change things to save money in those years as long as it doesn't rule out change when needed.

We're assuming the independent committee costs nothing?

 

[Limerick]

"introduce an Independent Nominations Committee, whose tasks and functions will include considering and either approving or disapproving nominations received for director elections to occur at annual general meetings of the Club;"

Have real concerns with this. I would want to see the criteria by which the INC operates under AND have these decisions made
available to members. If this was in place in days gone by would Ron Joseph or Peter De Roach been approved?

 

[shintemaster]

We're assuming the independent committee costs nothing?

Just taking it at face value that it saves them a bunch of money (no comment on whether I think that is genuine or not). If it does and saves a whole lot of money wasted on unrealistic board applications I'm all for it. Whether all that is the case remains to be seen.

 

[gokangas]

Just taking it at face value that it saves them a bunch of money (no comment on whether I think that is genuine or not). If it does and saves a whole lot of money wasted on unrealistic board applications I'm all for it. Whether all that is the case remains to be seen.

I'm all for saving money but surely it is the right of any member of a club like ours to run for a board position. Ultimately it is the members who will decide if the person is suitable. Very concerned by this mooted constitutional change.

 

[Gorman2Geister]

We'd probably be well advised to scrutinise the "independent vetting committee". If that's just about ensuring no conflicts of interest or dodgy backgrounds, fine. But if it has some sort of effect of removing members' democractic power, then we need to be wary.

In short, would it be like the AFL's "independent" MRP etc.?

Maybe its remit should be confined to checking out nominee's photos and making the call...

 

[numchuks]

"introduce an Independent Nominations Committee, whose tasks and functions will include considering and either approving or disapproving nominations received for director elections to occur at annual general meetings of the Club;"

Have real concerns with this. I would want to see the criteria by which the INC operates under AND have these decisions made
available to members. If this was in place in days gone by would Ron Joseph or Peter De Roach been approved?

Doubt it.

 

[Lavy_Panther]

Putting my hand up for canteen coordinator this year. Runnning on a platform of 20c bags of red frogs. Wish me luck.

 

[RobZombie]

Putting my hand up for canteen coordinator this year. Runnning on a platform of 20c bags of red frogs. Wish me luck.

If you wanna bring some bagels and smoked meat I'm in.

 

[Firestarter]

If you wanna bring some bagels and smoked meat I'm in.

I'd love a baggel.

 

[Lavy_Panther]

If you wanna bring some bagels and smoked meat I'm in.

I reckon this is the perfect opportunity for Schwartz's to expand into the Australian market.

 

[giantroo]

Peter de Rauch believes proposed changes to North Melbourne’s constitution will lead to ‘dictatorship’
MICHAEL WARNER, Herald Sun
March 3, 2017 8:00pm
Subscriber only
FORMER North Melbourne director Peter de Rauch says proposed changes to the club constitution will lead to a “dictatorship”.

The Kangaroos are seeking approval to form an independent nominations committee to rule on the suitability of all future club directors.

The motion will be debated at the club’s annual general meeting at Arden St on Wednesday night.

To be adopted, the proposal requires a 75 per cent “yes’’ vote.

“If the resolution is passed, there will be a dictatorship at the club,” de Rauch said on Friday.

“North Melbourne members will have lost their right to nominate for election and possibly their right to vote if candidates are not accepted by the new committee.

“A small group could hold the power forever and the members will have no say.”

Former North Melbourne director Peter de Rauch is concerned about the proposed changes to the club’s constitution.
Carlton, Hawthorn, Essendon, Richmond and the AFL commission select board candidates using a similar process.

Kangaroos chairman Ben Buckley said the proposal was “about us being progressive, more responsible and a more sophisticated organisation in line with modern corporate standards”.

“I think you’ll find that this is considered common practice nowadays,” Buckley said.

“The committee’s main charter will be to ensure the board of the North Melbourne Football Club continues to be appropriately balanced with the right range of skills, experience, diversity and business acumen.

“We are all about enhancing the quality of the board. We want to encourage people with the appropriate skills sets to apply to join and this process is about identifying those who can help us grow the club further and contribute to our future.

Worth quoting this in this thread.