Some clarification on calling the EGM.
Moderators: Saintsational Administrators, Saintsational Moderators
Some clarification on calling the EGM.
A point of contention within the last few weeks has been to do with when the EGM will take place and the notice given to Butterss and co...
the Corporations Act, as stated by KB in the Butterss interview states that 60 days notice must be given.
However I was in discussion with n1ck earlier and we did some research and discovered that St.Kilda's constitution states that 21 days notice is required and as long as Footy First declares which guidelines they are calling the meeting by, then it is fine.
So if they specify that they are calling the meeting under the guidance of the club's constitution then they should be ok.
Footy First's website is also likely to post some updates in the next few hours as well.
Cheers.
the Corporations Act, as stated by KB in the Butterss interview states that 60 days notice must be given.
However I was in discussion with n1ck earlier and we did some research and discovered that St.Kilda's constitution states that 21 days notice is required and as long as Footy First declares which guidelines they are calling the meeting by, then it is fine.
So if they specify that they are calling the meeting under the guidance of the club's constitution then they should be ok.
Footy First's website is also likely to post some updates in the next few hours as well.
Cheers.
- saintbrat
- Saintsational Legend
- Posts: 44575
- Joined: Tue 09 Mar 2004 4:11pm
- Location: saints zone
- Has thanked: 6 times
- Been thanked: 188 times
what's the situation if it's an early AGM- does that require the 60 days?
StReNgTh ThRoUgH LoYaLtY
Rejoicing in hope, patient in tribulation, continuing steadfastly..!!
MEMBERSHIP 2014 31,134 Membership 2015 32,746 MEMBERSHIP 2016 - 38,101
MEMBERSHIP 2017 42,095 , Membership 2018 46,998
MEMBERSHIP 2019 43,106 http://saintsational.net/viewtopic.php? ... 9#p1816890
MEMBERSHIP 2020 48,588 http://saintsational.net/viewtopic.php?f=1&t=100107
Rejoicing in hope, patient in tribulation, continuing steadfastly..!!
MEMBERSHIP 2014 31,134 Membership 2015 32,746 MEMBERSHIP 2016 - 38,101
MEMBERSHIP 2017 42,095 , Membership 2018 46,998
MEMBERSHIP 2019 43,106 http://saintsational.net/viewtopic.php? ... 9#p1816890
MEMBERSHIP 2020 48,588 http://saintsational.net/viewtopic.php?f=1&t=100107
- Eastern
- Saintsational Legend
- Posts: 14357
- Joined: Tue 09 Mar 2004 1:46pm
- Location: 3132
- Been thanked: 1 time
Basically, what SFF and the current board are calling for are two seperate issues with two different sets of circumstances.
(1) An EGM was called by John Gdansky, a current director of St Kilda Saints Ltd with a resolution to remove five of the current directors and replace them with five different people (read Footy First Group). As this is a resolution and NOT a board spill, and it has been called by a current director, 21 days notice is legally required. The 23 October date for an EGM is therefore constitutionally and legally correct.
(2) A complete board spill of all 7 board positions was announced by Rod Butterss today. Part of any legal board spill is to allow any of the shareholders/members of the company to stand for the new board. Part of these requirements is to allow any potential board member time to produce and distribute material relating to the new board elections. The statutory time for this is 60 days
(3) Here is where it gets messy and becomes a legal bunfight. The EGM was nominated by John Gdansky for 23 October 2007. If this was legally put to the board then the EGM should go ahead a that time. Whether a complete board spill can legally occur whilst such a nomination is pending is and will be the subject of much legal debate.
Possible scenario;
That the EGM goes ahead on 23 October and the resolution by John Gdansky is passed. This would create a new board of Gdansky, Ross Levin and the Saints Footy First Group. This board could only be in place for a little over 1 month if the spill that was announced today is seen to be legal. There could then be a FULL Board election on 26 November 2007 where the compilation of the Board could change again. Surely this is unacceptable to (almost) every saints member/fan.
The more legally inclined minds out there might correct me if I am wrong here, but I think this info is 100% correct !!
(1) An EGM was called by John Gdansky, a current director of St Kilda Saints Ltd with a resolution to remove five of the current directors and replace them with five different people (read Footy First Group). As this is a resolution and NOT a board spill, and it has been called by a current director, 21 days notice is legally required. The 23 October date for an EGM is therefore constitutionally and legally correct.
(2) A complete board spill of all 7 board positions was announced by Rod Butterss today. Part of any legal board spill is to allow any of the shareholders/members of the company to stand for the new board. Part of these requirements is to allow any potential board member time to produce and distribute material relating to the new board elections. The statutory time for this is 60 days
(3) Here is where it gets messy and becomes a legal bunfight. The EGM was nominated by John Gdansky for 23 October 2007. If this was legally put to the board then the EGM should go ahead a that time. Whether a complete board spill can legally occur whilst such a nomination is pending is and will be the subject of much legal debate.
Possible scenario;
That the EGM goes ahead on 23 October and the resolution by John Gdansky is passed. This would create a new board of Gdansky, Ross Levin and the Saints Footy First Group. This board could only be in place for a little over 1 month if the spill that was announced today is seen to be legal. There could then be a FULL Board election on 26 November 2007 where the compilation of the Board could change again. Surely this is unacceptable to (almost) every saints member/fan.
The more legally inclined minds out there might correct me if I am wrong here, but I think this info is 100% correct !!
- Oh When the Saints
- Saintsational Legend
- Posts: 5621
- Joined: Wed 29 Mar 2006 4:25pm
- Location: QLD
- Contact:
Obviously a fairly specific area of the law, and I would imagine you would need copies of the club constitution and knowledge of the Corporations Act to work it out Eastern.
Will be interesting to see what legal advice comes out in the next few days. I would imagine SFF are in the box seat, and that the EGM is valid for 23rd October.
Assuming SFF are successful at that, does the current board's notice to call a full spill of all board positions in 60 days still stand? Or can that decision be overturned?
Will be interesting to see what legal advice comes out in the next few days. I would imagine SFF are in the box seat, and that the EGM is valid for 23rd October.
Assuming SFF are successful at that, does the current board's notice to call a full spill of all board positions in 60 days still stand? Or can that decision be overturned?
They should only play AFL games now when it's raining. Slow games of footy are so much better to watch.
- saintsRrising
- Saintsational Legend
- Posts: 30069
- Joined: Mon 15 Mar 2004 11:07am
- Location: Melbourne
- Has thanked: 707 times
- Been thanked: 1222 times
While I am only guessing...I would imagine that the Corporations Act will take precedence over the Constitution.
I am assuming the the Board has checked this out...and this is why they have gone this way.
Or at least they have chosen to put their eggs all into this basket as the EGM basket wasa guaranteed defeat for them.
Effectively the proxies are negated and ALL members will receive forms to vote for anyone that nominates to stand for the Board.
By Nov 26 they would be hoping that all players are signed (Maguire now done........and that a new sponosr wil have been landed etc..
I am assuming the the Board has checked this out...and this is why they have gone this way.
Or at least they have chosen to put their eggs all into this basket as the EGM basket wasa guaranteed defeat for them.
Effectively the proxies are negated and ALL members will receive forms to vote for anyone that nominates to stand for the Board.
By Nov 26 they would be hoping that all players are signed (Maguire now done........and that a new sponosr wil have been landed etc..
Flying the World in comfort thanks to FF Points....
- Eastern
- Saintsational Legend
- Posts: 14357
- Joined: Tue 09 Mar 2004 1:46pm
- Location: 3132
- Been thanked: 1 time
saintsRrising wrote:While I am only guessing...I would imagine that the Corporations Act will take precedence over the Constitution.
Correct. Problem being the two different situations are intertwined with both
I am assuming the the Board has checked this out...and this is why they have gone this way.
You would hope they have, or they have their board professional indemnity insurance up to date
Or at least they have chosen to put their eggs all into this basket as the EGM basket wasa guaranteed defeat for them.
9,000 proxies suggests correct again
Effectively the proxies are negated and ALL members will receive forms to vote for anyone that nominates to stand for the Board.
Yep, a whole new ball game
By Nov 26 they would be hoping that all players are signed (Maguire now done........and that a new sponosr wil have been landed etc..
Time. They want more than they have got
- saintsRrising
- Saintsational Legend
- Posts: 30069
- Joined: Mon 15 Mar 2004 11:07am
- Location: Melbourne
- Has thanked: 707 times
- Been thanked: 1222 times
For either date,,,,,,unless the Board can announce some stunning news.....you would think that the "popular" vote will go with NB and AT.
Also looking at FF's latest re;ease on this they believe that the EGM CAN go ahead....
Looks like a few lawyers (and Gdanski is one) wil be pouring over this fora few days looking for what should take precedence.
Also looking at FF's latest re;ease on this they believe that the EGM CAN go ahead....
Looks like a few lawyers (and Gdanski is one) wil be pouring over this fora few days looking for what should take precedence.
Flying the World in comfort thanks to FF Points....
-
- Club Player
- Posts: 147
- Joined: Sat 25 Aug 2007 7:20am
- Mr Magic
- Saintsational Legend
- Posts: 12720
- Joined: Fri 04 May 2007 9:38am
- Has thanked: 736 times
- Been thanked: 404 times
That's the only thing RB knows and understands - legal proceedings.Eastern wrote:I looks like the legal bunfight has begun. Gdansky has given Butterss until 12.00 Noon tomorrow (Thursday) to ratify the 23rd October EGM or he will instigate legal proceedings.
My thinking that this is only the tip of the iceberg !!
The cheek of him forcing SFF to take legal action!
No, no turmoil at this club
Lance or James??
There comes a point in every man's life when he has to say, "Enough is enough." For me, that time is now. I have been dealing with claims that I cheated and had an unfair advantage in <redacted>. Over the past three years, I have been subjected to a <redacted>investigation followed by <redacted> witch hunt. The toll this has taken on my family, and my work for <redacted>and on me leads me to where I am today – finished with this nonsense. (Oops just got a spontaneous errection <unredacted>)
There comes a point in every man's life when he has to say, "Enough is enough." For me, that time is now. I have been dealing with claims that I cheated and had an unfair advantage in <redacted>. Over the past three years, I have been subjected to a <redacted>investigation followed by <redacted> witch hunt. The toll this has taken on my family, and my work for <redacted>and on me leads me to where I am today – finished with this nonsense. (Oops just got a spontaneous errection <unredacted>)
Umm it is their decision to take legal action.Mr Magic wrote:That's the only thing RB knows and understands - legal proceedings.Eastern wrote:I looks like the legal bunfight has begun. Gdansky has given Butterss until 12.00 Noon tomorrow (Thursday) to ratify the 23rd October EGM or he will instigate legal proceedings.
My thinking that this is only the tip of the iceberg !!
The cheek of him forcing SFF to take legal action!
They could wait until the November Meeting if they wished.
Wonder who will fund the legal proceedings? If the FSS win will the guarantee that they wont seek rembursement from the club?
After all it is they who are threatening legal proceedings not the club ATM.
Lance or James??
There comes a point in every man's life when he has to say, "Enough is enough." For me, that time is now. I have been dealing with claims that I cheated and had an unfair advantage in <redacted>. Over the past three years, I have been subjected to a <redacted>investigation followed by <redacted> witch hunt. The toll this has taken on my family, and my work for <redacted>and on me leads me to where I am today – finished with this nonsense. (Oops just got a spontaneous errection <unredacted>)
There comes a point in every man's life when he has to say, "Enough is enough." For me, that time is now. I have been dealing with claims that I cheated and had an unfair advantage in <redacted>. Over the past three years, I have been subjected to a <redacted>investigation followed by <redacted> witch hunt. The toll this has taken on my family, and my work for <redacted>and on me leads me to where I am today – finished with this nonsense. (Oops just got a spontaneous errection <unredacted>)
- Mr Magic
- Saintsational Legend
- Posts: 12720
- Joined: Fri 04 May 2007 9:38am
- Has thanked: 736 times
- Been thanked: 404 times
No Joffaboy,joffaboy wrote:Umm it is their decision to take legal action.Mr Magic wrote:That's the only thing RB knows and understands - legal proceedings.Eastern wrote:I looks like the legal bunfight has begun. Gdansky has given Butterss until 12.00 Noon tomorrow (Thursday) to ratify the 23rd October EGM or he will instigate legal proceedings.
My thinking that this is only the tip of the iceberg !!
The cheek of him forcing SFF to take legal action!
They could wait until the November Meeting if they wished.
Wonder who will fund the legal proceedings? If the FSS win will the guarantee that they wont seek rembursement from the club?
After all it is they who are threatening legal proceedings not the club ATM.
It's RB's fault.
If he did the 'right' thing and 'slunk away' there would be no need for SFF to resort to using 'legal means' to get what they want.
Afterall, why should RB be entitled to fight for what he obviously believes is best for the Saints?
Oh, I forgot, he's not there for the good of the Saints , only for his ego!
What do they say about sarcasm?
This is getting real messy. I can't really see, with the overwhelming proxy support, why SFF wouldn't wait until the later date rather than take messy legal action.
It seems they have it in the bag anyway.
This is getting real messy. I can't really see, with the overwhelming proxy support, why SFF wouldn't wait until the later date rather than take messy legal action.
It seems they have it in the bag anyway.
Poster formerly known as SENsaintsational. More wisdom. More knowledge. Less name.
- Mr Magic
- Saintsational Legend
- Posts: 12720
- Joined: Fri 04 May 2007 9:38am
- Has thanked: 736 times
- Been thanked: 404 times
I agree with you Sensaintsational.SENsaintsational wrote:What do they say about sarcasm?
This is getting real messy. I can't really see, with the overwhelming proxy support, why SFF wouldn't wait until the later date rather than take messy legal action.
It seems they have it in the bag anyway.
I just found it interesting that for days we have had vasious posters repeatedly tell us that one of RB's failings is his use of 'legal action' to 'solve' problems. Not that it is a legitimate tool.
I have no issue with SFF using legal action, just with the apparent hypocrisy of those who would castigate their opponents for using similar tactics.
Many on here wanted a challenge to the incumbent Board. What did they expect would happen if the incumbents didn't 'roll over'?
IMO if SFF had appraoched RB and explained to him that they were ready to campaign against him and 'can we not sort it out with some sort of compromise that will benefit everyone concerned but especially the Club', maybe we wouldn't be in this position today. Maybe we would have had a combined Board of 11 people, with RB as President, GW as VP and RB to stand down in a pre-ordained timeframe.
But no, they 'rolled the dice' with a take no prisoners attitude and the result is where we find ourselves today.
Now dont start using logic MM. It has no place when it comes to the emotive cheersquading on Saintsational.
Remember everything the current board does is wrong, but when the SFF use the exact same tactic, they have every right to.
Fair Dinkum, the hypocricy is astounding. And this is why I am enjoying holding a mirror up to the Westaway Cheersquad, and probably why I am copping such a vitroilic response.
People dont like to see the truth portrayed I suppose.
Oh my it is difficult to be the moral compass of the forum, but somebody has to do it
Remember everything the current board does is wrong, but when the SFF use the exact same tactic, they have every right to.
Fair Dinkum, the hypocricy is astounding. And this is why I am enjoying holding a mirror up to the Westaway Cheersquad, and probably why I am copping such a vitroilic response.
People dont like to see the truth portrayed I suppose.
Oh my it is difficult to be the moral compass of the forum, but somebody has to do it
Lance or James??
There comes a point in every man's life when he has to say, "Enough is enough." For me, that time is now. I have been dealing with claims that I cheated and had an unfair advantage in <redacted>. Over the past three years, I have been subjected to a <redacted>investigation followed by <redacted> witch hunt. The toll this has taken on my family, and my work for <redacted>and on me leads me to where I am today – finished with this nonsense. (Oops just got a spontaneous errection <unredacted>)
There comes a point in every man's life when he has to say, "Enough is enough." For me, that time is now. I have been dealing with claims that I cheated and had an unfair advantage in <redacted>. Over the past three years, I have been subjected to a <redacted>investigation followed by <redacted> witch hunt. The toll this has taken on my family, and my work for <redacted>and on me leads me to where I am today – finished with this nonsense. (Oops just got a spontaneous errection <unredacted>)
- saintsRrising
- Saintsational Legend
- Posts: 30069
- Joined: Mon 15 Mar 2004 11:07am
- Location: Melbourne
- Has thanked: 707 times
- Been thanked: 1222 times
- Mr Magic
- Saintsational Legend
- Posts: 12720
- Joined: Fri 04 May 2007 9:38am
- Has thanked: 736 times
- Been thanked: 404 times
That's not acceprable to SFF and since it is being proposed by RB it therefore must be wrong.saintsRrising wrote:Playing Devil's Advocate for a minute.......
With all Board positions spilled....what is wrong with waiting for a full election?
In all seriousness, I'm sure it is being proposed by RB and the incumbents because it gives them a better chance (however small) to either derail the SFF challenge or force them into compromising.
SFF have stated on a number of occassions that they have absolutely no interest in compromising with RB so they are forced into either waiting or , I suppose, mounting a legal challenge to the incumbents' decision.
- n1ck
- Saintsational Legend
- Posts: 9870
- Joined: Sun 08 Aug 2004 2:28am
- Location: Clarinda
- Has thanked: 78 times
- Been thanked: 90 times
Burke and Thompson reject Butterss and Co – 23 October meeting stands
Current St Kilda President Rod Butterss and his group continue to try and create confusion in an attempt to delay the Board challenge and the inevitable departure of directors Kellett, Butterss, King, Bassett and Casey.
The latest news is current President Rod Butterss’ bizarre call for St Kilda Footy First (SKFF) ticket members Nathan Burke and Andrew Thompson to join the current board unopposed.
This is a far cry from an early comment by the current President that SKFF had merely included Burke and Thompson on the ticket, lead by Greg Westaway, to gain votes based on emotions of members.
Further, the current President even questioned what skills the talented duo would bring to a board.
Today, however, it would appear Butterss has done another backflip and not only endorsed Burke and Thompson but wants the two former players on his side.
Both Burke and Thompson flatly rejected joining Butterss’ board and again gave their 100% endorsement to the unified SKFF ticket.
“I am absolutely committed to the St Kilda Footy First ticket, in fact, there has never been any discussion to the contrary,â€
Current St Kilda President Rod Butterss and his group continue to try and create confusion in an attempt to delay the Board challenge and the inevitable departure of directors Kellett, Butterss, King, Bassett and Casey.
The latest news is current President Rod Butterss’ bizarre call for St Kilda Footy First (SKFF) ticket members Nathan Burke and Andrew Thompson to join the current board unopposed.
This is a far cry from an early comment by the current President that SKFF had merely included Burke and Thompson on the ticket, lead by Greg Westaway, to gain votes based on emotions of members.
Further, the current President even questioned what skills the talented duo would bring to a board.
Today, however, it would appear Butterss has done another backflip and not only endorsed Burke and Thompson but wants the two former players on his side.
Both Burke and Thompson flatly rejected joining Butterss’ board and again gave their 100% endorsement to the unified SKFF ticket.
“I am absolutely committed to the St Kilda Footy First ticket, in fact, there has never been any discussion to the contrary,â€
-
- Saintsational Legend
- Posts: 25303
- Joined: Tue 01 Feb 2005 4:25pm
- Location: Trump Tower
- Has thanked: 142 times
- Been thanked: 284 times
- Mr Magic
- Saintsational Legend
- Posts: 12720
- Joined: Fri 04 May 2007 9:38am
- Has thanked: 736 times
- Been thanked: 404 times
Nick, I'm assuming what you posted was either a 'press release' from SFF or a news article?
Either way it contains an absolute untruth in paragraph 2.
I have heard RB twice, yesterday on SEN and today on 927 make the offer for NB and AT TO BE ELECTED UNOPPOSED at his proposed AGM on November 26.
At no time did he ask them to join his ticket.
He expressly said that all Board positions were to be spilled, including his own, and that only NB nad AT should be elected unopposed. He further said that the members should decide the makeup of all other board positions.
To claim/infer that the offer being rejected by NB and AT is to join RB's existing board is, IMO, mischievious. They are in fact rejecting his offer to be elected unopposed to the Board that will be elected by the members.
Whilst paragraphs 3 and 4 are factually correct it appears to me that this 'media release' is designed to do exactly what SFF is accusing Rb of doing - conveying a false impression of what the offer was.
IMO the reason is so that NB and AT can deflect any forthcoming criticism for not accepting being elected by the members on a board that may not be made up entirely of SFF people.
Either way it contains an absolute untruth in paragraph 2.
I have heard RB twice, yesterday on SEN and today on 927 make the offer for NB and AT TO BE ELECTED UNOPPOSED at his proposed AGM on November 26.
At no time did he ask them to join his ticket.
He expressly said that all Board positions were to be spilled, including his own, and that only NB nad AT should be elected unopposed. He further said that the members should decide the makeup of all other board positions.
To claim/infer that the offer being rejected by NB and AT is to join RB's existing board is, IMO, mischievious. They are in fact rejecting his offer to be elected unopposed to the Board that will be elected by the members.
Whilst paragraphs 3 and 4 are factually correct it appears to me that this 'media release' is designed to do exactly what SFF is accusing Rb of doing - conveying a false impression of what the offer was.
IMO the reason is so that NB and AT can deflect any forthcoming criticism for not accepting being elected by the members on a board that may not be made up entirely of SFF people.
-
- Club Player
- Posts: 147
- Joined: Sat 25 Aug 2007 7:20am
MM , have you haerd of the phrase "BOARD UNITY" RB keep saying how vital it is...but what he proposes is guaranteed to lead to disunity at board level...
do YOU personally think it would be a good idea to have a hotch potch of directors with different views, goals etc ...OR for the members to pick one united group of RB and his group , or GW and his group?
do YOU personally think it would be a good idea to have a hotch potch of directors with different views, goals etc ...OR for the members to pick one united group of RB and his group , or GW and his group?