ACN 006 468 962
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 2012 Annual General Meeting of North Melbourne Football Club Limited (“NMFC”) will be held in the Fencing Centre at AEGIS Park, 204 – 206 Arden Street, North Melbourne, Victoria on Tuesday, 19 March 2013 at 7.00pm.
Business:
1. Election of NMFC Directors
In accordance with Rule 21(e) of the Constitution of the NMFC, at the 2012 Annual General Meeting of the NMFC, the members of the Board who were not elected at either of the two (2) preceding annual general meetings of the NMFC shall retire and be eligible for re-election. As such, Mr Carl Dilena and Mr Geoff Lewis must retire at the 2012 Annual General Meeting. Each of Mr Dilena and Mr Lewis, being eligible, have offered themselves for re-election as Directors.
Director Brady Scanlon holds his current position as a Director of NMFC on a casual basis and, in accordance with clause 10.1(f) of the Constitution of the NMFC, is eligible to hold office until the day of the Annual General Meeting. Mr Scanlon, being eligible, has offered himself for re-election as a Director.
In accordance with Rule 10.1(c)(i) of the Constitution of the NMFC, nominations were sought for the three (3) Director positions which will become vacant on the day of the Annual General Meeting.
The request for nominations was published in the Herald Sun newspaper on 21 January 2013 and via the website of the NMFC at www.nmfc.com.au.
In response, complying nominations were received from current Board members Mr Dilena, Mr Lewis and Mr Scanlon.
Pursuant to Rule 10.1(d)(ii) of the NMFC 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 Dilena, Mr Lewis and Mr Scanlon are duly re-elected to the Board of NMFC and no director elections will occur as part of the 2012 Annual General Meeting.
2. Presentation of 2012 Directors’ Report, Financial Statements and Auditor’s Report
3. Reappointment of Grant Thornton Audit Pty Ltd as auditors
4. Notice of Motion – Constitution amendments
Pursuant to Section 249D(1) of the Corporations Act 2001, on the request of:
(a) Members with at least 5% of the votes that may be cast at the General Meeting; or
(b) at least 100 Members who are entitled to vote at the General Meeting;
the Board of the NMFC must call a General Meeting to consider and vote upon any motion described in such request.
A Notice of Motion signed by 112 Voting Members was served on the NMFC in January 2013 requiring the NMFC to hold a general meeting of the Club in order for the Voting Members of the NMFC to consider and, if seen fit to pass, the following resolution:
"That the NMFC Constitution be amended to require a membership vote on any actual or proposed obligation, contract, arrangement or understanding the purpose or outcome of which is to permit, allow or require the Club (whether permanent, temporarily or otherwise) to play or relocate more than 4 home games during any Premiership Season outside of the State of Victoria.”
The effect of the Motion, if approved by 75% or more of the Voting Members present and voting at the General Meeting (whether in person or by proxy), would be to amend Rule 9 of the Constitution of the NMFC as follows (with those words underscored being the amendments made by reason of this Motion):
9. APPROVAL OF MERGER OR INTERSTATE HOME GAME 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).
Interstate Home Game Relocation Proposal” means any actual or proposed obligation, contract, arrangement or understanding the purpose or outcome of which is to permit, allow or require the Club (whether permanently, temporarily or otherwise) to play or relocate more than 4 home games during any Premiership Season outside of the State of Victoria.
9.2 Approval requirements
The Club must not approve either any Merger Proposal or any Interstate Home Game Relocation Proposal unless:
(a) the Board has provided Members with full information about the Merger Proposal or the Interstate Home Game 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 Interstate Home Game 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 any other approved means are in support of the Merger Proposal or the Interstate Home Game Relocation Proposal, as the case may be.
Members should note that the above Motion and the proposed amendments to the Constitution of the NMFC are not endorsed by the Board.
All current Voting Members are entitled to attend and vote in person or by proxy or attorney. All other categories of NMFC 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 NMFC’s website www.nmfc.com.au or obtained from the Returning Officer, Mr Andrew Harris, C/- Computershare by telephone 1800 226 527 or by email at 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 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 meeting.
All capitalised terms in this Notice of Meeting have the meaning given to those terms in the Constitution of NMFC.
By order of the Board.
Chris Simmonds
Secretary
22 February 2013
Click here to download proxy form
Click here to download 2012 Financial Report
