Some clarification on calling the EGM.

[HarveysDeciple]

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.

[bungiton]

looks like Dodgy rod might just get snookered back
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I'm sorry, you've gone through all the trouble to find out what this actually says and it really is quite insignificant.

[saintbrat]

what's the situation if it's an early AGM- does that require the 60 days?
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http://www.saintsational.com/forum/viewtopic.php?t=57621

[Eastern]

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 !!

[Oh When the Saints]

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?
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[Eastern]

The problem is that the times and the dates overlap. That is why I think it is going to get very messy with the only winners being the lawyers !!

[saintsRrising]

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..
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[Eastern]

[saintsRrising]

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.
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http://www.youtube.com/watch?v=guWsgyIFbB4

[4theluvoftheclub]

If the 23rd meeting is held, and SFF wins, they become "the company" and would leaglly call off the second meeting.

Or if not, I have been told by a lawyer that the new SFF board can use the SFF proxies given to Westaway and Burke to outvote anyone who puts their name up.

[Eastern]

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 !!

[Mr Magic]

[joffaboy]

No, no turmoil at this club
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Not Jack Spratt or Little Johnny Horner.
Who's that chap who always has a grin ?
Joffa Boy, Joffa Boy, please come in !"

[joffaboy]

[Mr Magic]

[SENsaintsational]

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.

[Mr Magic]

[joffaboy]

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
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Who's that peeping round the corner?
Not Jack Spratt or Little Johnny Horner.
Who's that chap who always has a grin ?
Joffa Boy, Joffa Boy, please come in !"

[Eastern]

[saintsRrising]

Playing Devil's Advocate for a minute.......


With all Board positions spilled....what is wrong with waiting for a full election?
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http://www.youtube.com/watch?v=guWsgyIFbB4

[Mr Magic]

[n1ck]

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,” Burke said.

“We don’t need a hotchpotch of the Butterss five and SKFF members. We need unity.

“I can safely say too that Andrew Thompson has never indicated he would entertain being part of the current board and stands firmly behind St Kilda First.

“A 60 second conversation between Thommo (Andrew Thompson) and the current President last week ended quickly when Thommo said he simply wasn’t interested in joining his board.

“This is simply another tactic to delay the process, confuse the public and leave members without the power of going to a vote.”

John Gdanski, the current director who issued the Notice of EGM last week, tonight served a legal letter to the Butterss-Five demanding the group confirms the 23 October meeting along with the validity of the proxy and appoints an independent chairperson by midday Thursday 27 September.

Mr Gdanski said his Notice of EGM, served on Tuesday 18 September to the Club and individual directors in both soft and hard copy, was perfectly legal.

“Mr Butterss need only review Paragraph 12.1(B) of the St Kilda Constitution to see this is a different process from Section 203 (D) of the Corporation Law,” he said.

“The Corporation Law process requires 60 days but the method used by me requires 21 days plus 3 days postage.
“I did in fact give 35 days instead of the legal 24 to give the current board an extra week preparation time.

“Mr Butterss himself called on the challenge to be dealt with quickly but since he has been made aware of many proxy forms are mounting in favour of SKFF he has tried to use legal maneuvering to delay the inevitable.”

On Monday 24 September, SKFF commenced issuing St Kilda members with the relevant documents for the 23 October meeting to go ahead. Members will receive these in the next few days.
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yet we fight all through the night.
While the 'bergs are melting and the sea is rising
I dont know so I ask him why.
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[saintspremiers]

Thanks Nick......RB should take up gymnastics.....he's great at doing backflips!
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[Mr Magic]

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.

[4theluvoftheclub]

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?