ACN 006 468 962
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 2013 Annual General Meeting of North Melbourne Football Club Limited (“Club”) will be held in the Fencing Centre at AEGIS Park, 204 – 206 Arden Street, North Melbourne, Victoria on Wednesday, 12 March 2014 at 7:00pm.
Business:
1. Election of Club Directors
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 James Brayshaw and Mr Mark Brayshaw must retire at the 2013 Annual General Meeting. Each of Mr James Brayshaw and Mr Mark Brayshaw, being eligible, have offered themselves for re-election as Directors.
Director Mr Benjamin Buckley holds his current position as a Director of the Club on a casual basis and, in accordance with clause 10.1(f) of the Club Constitution, is eligible to hold office until the day of the Annual General Meeting. Mr Buckley, being eligible, has offered himself for re-election.
In accordance with Rule 10.1(c)(i) of the Club Constitution, nominations were sought for the three (3) Director positions which will become vacant on the day of the 2013 Annual General Meeting. The request for nominations was published in the Herald Sun newspaper on 15 January 2014 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 James Brayshaw, Mr Mark Brayshaw and Mr Benjamin Buckley.
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 James Brayshaw, Mr Mark Brayshaw and Mr Benjamin Buckley are duly re-elected to the Board of the Club and no director elections will occur as part of the 2013 Annual General Meeting.
2. Presentation of 2013 Directors’ Report, Financial Statements and Auditor’s Report
3. Reappointment of Grant Thornton Audit Pty Ltd as auditors
4. Amendment to the Club Constitution
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 (Cth):
“That with effect from the close of 2013 Annual General Meeting, the Constitution of the Club be amended to require a special resolution on any actual or proposed contract, arrangement or understanding the purpose or outcome of which will result in or require the Club to relocate from its Melbourne base to a location outside of the State of Victoria”.
The effect of the resolution, if approved by 75% or more of the Voting Members present at the 2013 Annual General Meeting (whether in person, by proxy or by attorney acting under power of attorney) would be to amend Rule 9 of the Club Constitution as follows (with those words underscored being the amendments made by this resolution):
9. APPROVAL OF MERGER OR INTERSTATE RELOCATION
9.1 Definitions
In this Rule 9:
“Merger Proposal” means any actual or proposed contract, arrangement or understanding the purpose of which is to merge or join the Club, or footballers employed, supported or controlled by the Club with any other club, team or entity (except an entity owned or controlled by the Club).
“Relocation Proposal” means any actual or proposed contract, arrangement or understanding the purpose or outcome of which will result in or require the Club to relocate from its Melbourne base to a location outside of the State of Victoria.
9.2 Approval requirements
The Club must not approve any Merger Proposal or any Relocation Proposal unless:
(a) the Board has provided Members with full information about the Merger Proposal or the Relocation Proposal (as the case may be); and
(b) the Board has convened a general meeting of the Club at which the Merger Proposal or the Relocation Proposal (as the case may be) is voted on by the Voting Members; and
(c) at least 75% of the total votes cast by Voting Members at the meeting personally or by proxy or attorney acting under power of attorney are in support of the Merger Proposal or the Relocation Proposal (as the case may be).
5. Presentation of Special Services Awards
Voting by proxy or by attorney acting under power of attorney is not permitted in respect of Director elections.
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 C/- Computershare to voting.services@computershare.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 voting.services@computershare.com.au, no later than 48 hours prior to the holding of the 2013 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 2013 Annual General Meeting.
All capitalised terms in this Notice of Meeting have the meaning given to those terms in the Constitution of Club.
By order of the Board.
Chris Simmonds
Secretary
14 February 2014
Click here to download proxy form
Click here to view the amended constitution in full
