Tenacious Tiges said:
I got one by snail mail.
Suggest you contact Computershare and/or the club to check email lodgement.
The return addresses (fax and post) are for Computershare.
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IMPORTANT // Please look after your loved ones, yourself and be kind to others. If you are feeling that the world is too hard to handle there is always help - I implore you not to hesitate in contacting one of these wonderful organisations Lifeline and Beyond Blue ... and I'm sure reaching out to our PRE community we will find a way to help. T.
Proposed Constitution Changes
- Thread starter joegarra
- Start date
I got one by snail mail.
Suggest you contact Computershare and/or the club to check email lodgement.
The return addresses (fax and post) are for Computershare.
Getting back to the proposed constitution changes:
. Any change requires a 3/4 majority vote, under the constitution;
. It appears that members may declare their vote, resolution by resolution;
. It is not clear whether a member may move to have a proposed resolution amended- notably resolution one at clause 6.4.1 and clause 22 (delete);
. To vote against the resolutions in their entirety would mean that elected members' terms would remain unlimited (including the president by merely being
appointed, not elected, as such), thereby maintaining the immunity of O'Neal and O'Shannassy who already enjoy tenures of 11 and 12 years respectively.
Hope that there are legal smarts among the members attending the AGM on 14.12.16.
. Any change requires a 3/4 majority vote, under the constitution;
. It appears that members may declare their vote, resolution by resolution;
. It is not clear whether a member may move to have a proposed resolution amended- notably resolution one at clause 6.4.1 and clause 22 (delete);
. To vote against the resolutions in their entirety would mean that elected members' terms would remain unlimited (including the president by merely being
appointed, not elected, as such), thereby maintaining the immunity of O'Neal and O'Shannassy who already enjoy tenures of 11 and 12 years respectively.
Hope that there are legal smarts among the members attending the AGM on 14.12.16.
tigervin said:
Here come the trolls.
Joined today and posted 3 times, all of which just muddy the waters.
. Your boss screwed up the form. WHERE does it "appear" members may declare their vote resolution by resolution? The proxy form lists ONE option for ALL changes. There cannot be a valid vote on resolution 3 if 2 fails.
. an amendment is the same as a new resolution. Barred under 6.1.4 without 14 days notice - to be extended to 2 months under the changes.
. NO director term is unlimited. ALL can be spilled via an EGM or members resolution. The elected ones can be voted off. The president is now in her second APPOINTED term and thus must face election next time.
No need for legal smarts or to worry about anybody trying to create confusion.
Vote AGAINST on ALL resolutions.
RedanTiger said:
Darn I miss texasredsockshoe or something with the "FFS lines", club trolls imo on queue just like the board challenge period.
I just get the impression (call it a hunch) the club views people on forum sites as easily steered lambs. tsk tsk tsk
There is now a troll with 4 posts asking you to fill out a copy of the proxy form in his favour.
Do not fall for it. Only give your proxy to someone you know (even if it's only a handle on here) and trust.
The form he provides is a copy of the "annexure" from the end of the Proposed Changes document viewable on the club website under "club".
BUT.....
There is now a new, improved, totally different proxy form available for download at the same spot on the club website.
It now asks for the address of your nominee, gives you the power to get your proxy to vote how you want or not and, if you choose this power, whether you vote against the resolutions one-by-one and also wants a witness signature.
Obviously the proxies aren't flowing the way they expected.
Time to roll out the trolls and try to disrupt and confuse.
These people actually get paid good money for their work and we called it as soon as we saw the original form.
What a clusterf@#k!
Vote AGAINST ALL resolutions.
Tell them to go back and try again.
Do not fall for it. Only give your proxy to someone you know (even if it's only a handle on here) and trust.
The form he provides is a copy of the "annexure" from the end of the Proposed Changes document viewable on the club website under "club".
BUT.....
There is now a new, improved, totally different proxy form available for download at the same spot on the club website.
It now asks for the address of your nominee, gives you the power to get your proxy to vote how you want or not and, if you choose this power, whether you vote against the resolutions one-by-one and also wants a witness signature.
Obviously the proxies aren't flowing the way they expected.
Time to roll out the trolls and try to disrupt and confuse.
These people actually get paid good money for their work and we called it as soon as we saw the original form.
What a clusterf@#k!
Vote AGAINST ALL resolutions.
Tell them to go back and try again.
Question experts, can my wife witness my signature on my proxy and I witness her signature on her proxy or does the witness have to be a completely independent person?
Tenacious Tiges said:
I asked my lawyer the same question and the reply was that any adult can witness, and they don't have to be a member.
OldTiger67 said:
not picking a fight here, BUT your lawyer friend would have had to read the RFC Constitution to give a correct answer
Trust he / she did
The more I think about it, the more I'm convinced the proposed changes disenfranchise members and give more power to the Board. I can only hope that the Board realises how deep the resentment is and withdraws the proposals on the night. It is preferable to be leading a united membership than having a significant number off side!
taztiger4 said:
My lawyer certainly read the RFC Constitution, and is very familiar with the relevant company requirements regarding AGMs and constitutional matters. Also, as solicitors seem always to do, another solicitors opinion was sought and the same answer given. I asked these questions as I did not want votes to be invalidated due to some trivial technicality.
Thank you for your question and the opportunity to clarify - there is too much unqualified commentary floating around at the moment.
We now have a new proxy form indicating that there will be a vote on at least 5 and possibly 6 resolutions.
Before proxy lodgement closes on Monday, I want to add this post which I hope helps those voting on Resolutions in the Proxy Form or at the meeting.
At this stage if you are heartily sick of my posts please click over or "ignore".
In reviewing my posts about these changes I have realised that these posts have been spread over different threads.
My earlier post in this thread is not very clear.
I have thus written the following to show MY opinion on ALL the Resolutions in one relevant spot.
Note they are only MY opinion.
The board has proposed further constitutional changes this 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.
Resolution 2
This changes aspects of director’s terms.
It limits directors to three terms or nine years.
However it also allows for a President to serve a further TWO terms if elected in their third term.
It also says that any term where a director has replaced a retiring director shall be disregarded in the term limits.
This means that the first terms of ALL directors excepting Chadwick are disregarded.
Resolution 3
Is an alternative to Resolution 2 that reverts to the original Constitution while cleaning up clauses.
This retains the current intent of clauses in the Constitution and just "cleans" it up by removing clauses that were either left blank or have became redundant with the 2011 changes.
My personal attitude is that there is nothing in this change for members. Why then vote for it?
I would prefer there be a “messy” constitution to act as a spur to the board to propose term limits and do clean up at the same time in the future.
Resolution 4
Makes changes with regard to Election By-Laws implanting their enforcement in the Constitution.
Election by-laws can be changed at any time by the board.
The Constitution can only be changed by ¾ of the membership voting at a meeting.
The last changes to Election By-Laws were made in September this year. These changes mainly related to the use of electronic media in promoting candidates.
Many seem unworkable like the inability to use the club name, images or logos. There is also a prohibition on having a direct link to the voting site but this has been broken in an approved article on the club website and on candidate websites.
Resolution 5
Allows board meetings and votes to be done via technology.
This primarily adds the phrase (whether in person or via technology) after the word present when referring to the monthly board meetings.
It further allows board voting (circular resolutions) by technology.
This means that directors do not have to attend meetings in person or indeed even be in the same city, state or country.
To refer back to the “Tigers propose change to board elections” report in 2011, March said:
“The club board has been in regular contact with Sydney-based Mark Nelson and James Carnegie, successful in investment management and venture capital respectively, and has sounded them out about possible involvement ''down the track'', as March put it. ''I think they have an inclination to get involved at some time in the future.''
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.
I urge all members to vote AGAINST all these Resolutions.
Before proxy lodgement closes on Monday, I want to add this post which I hope helps those voting on Resolutions in the Proxy Form or at the meeting.
At this stage if you are heartily sick of my posts please click over or "ignore".
In reviewing my posts about these changes I have realised that these posts have been spread over different threads.
My earlier post in this thread is not very clear.
I have thus written the following to show MY opinion on ALL the Resolutions in one relevant spot.
Note they are only MY opinion.
The board has proposed further constitutional changes this 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.
Resolution 2
This changes aspects of director’s terms.
It limits directors to three terms or nine years.
However it also allows for a President to serve a further TWO terms if elected in their third term.
It also says that any term where a director has replaced a retiring director shall be disregarded in the term limits.
This means that the first terms of ALL directors excepting Chadwick are disregarded.
Resolution 3
Is an alternative to Resolution 2 that reverts to the original Constitution while cleaning up clauses.
This retains the current intent of clauses in the Constitution and just "cleans" it up by removing clauses that were either left blank or have became redundant with the 2011 changes.
My personal attitude is that there is nothing in this change for members. Why then vote for it?
I would prefer there be a “messy” constitution to act as a spur to the board to propose term limits and do clean up at the same time in the future.
Resolution 4
Makes changes with regard to Election By-Laws implanting their enforcement in the Constitution.
Election by-laws can be changed at any time by the board.
The Constitution can only be changed by ¾ of the membership voting at a meeting.
The last changes to Election By-Laws were made in September this year. These changes mainly related to the use of electronic media in promoting candidates.
Many seem unworkable like the inability to use the club name, images or logos. There is also a prohibition on having a direct link to the voting site but this has been broken in an approved article on the club website and on candidate websites.
Resolution 5
Allows board meetings and votes to be done via technology.
This primarily adds the phrase (whether in person or via technology) after the word present when referring to the monthly board meetings.
It further allows board voting (circular resolutions) by technology.
This means that directors do not have to attend meetings in person or indeed even be in the same city, state or country.
To refer back to the “Tigers propose change to board elections” report in 2011, March said:
“The club board has been in regular contact with Sydney-based Mark Nelson and James Carnegie, successful in investment management and venture capital respectively, and has sounded them out about possible involvement ''down the track'', as March put it. ''I think they have an inclination to get involved at some time in the future.''
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.
I urge all members to vote AGAINST all these Resolutions.
