RE: Annual General Meeting
Notice is hereby given that the Annual General Meeting of South Melbourne Hellas Club Ltd will be held as follows:
Wednesday 23rd of March 2016
25 Albert Road Drive
Albert Park VIC 3206
It is intended to propose three Special Resolutions at the AGM providing for the amendment of the South Melbourne Hellas Club Ltd Articles of Association (now called the Constitution). Pursuant to Section 249L(1)(c) of the Corporations Act 2001, Notice is hereby given that three Special Resolutions will be proposed. The Special Resolutions are as follows:
A. That Article 2 of the Articles of Association of South Melbourne Hellas Club Ltd be amended
i. to delete the following words:
- “The Committee” means the members for the time being of the Committee hereby constituted (deleted words)
ii. To insert in place of the deleted words, the following words:
- “The Board” means the members for the time being of the Board hereby constituted
B. To replace the word “Committee” wherever it appears in the Articles of Association with the word “Board”.
C. That article 36 of the Articles of Association of South Melbourne Hellas Club be repealed and replaced with the following:
- “36(i) The Board of the Club shall be comprised of no more than eleven and no less than seven members, such number being determined by the Directors from time to time and which shall include at least one female Director at all times;
- (ii) The Board shall consist of the President and such other office holders as the Board shall deem appropriate from time to time.”
The agenda shall be as follows:
- Confirmation of Minutes of the previous Annual General Meeting;
- Finance Report and presentation of Audited Accounts of the Club;
- President’s Report -: Tabling of the following documents
a. Lease of Exclusive Areas of Lakeside Stadiu
b. Licence for Non – Exclusive Areas of Lakeside Stadium
c. Capital Funding Agreement
- Appointment of Auditors and determination of their remuneration;
- Consider and vote upon the three proposed Special Resolutions
- Any other business of which due notice shall have been given.
Explanatory Note relating to the proposed Special Resolution:
As all members are aware, South Melbourne Football Club Ltd (SMFC) adopted a new Constitution following the 2009 AGM as required by FFV.
For many years now, the Club has operated with the same Board of Directors having been elected to the Boards of both South Melbourne Hellas Club Ltd (SMHC) and South Melbourne Football Club (SMFC).
The Board of SMHC proposes the three Special Resolutions because it considers it is best for the club that the provisions of its Constitution in respect of the number of directors be consistent with the provisions of the SMFC Constitution. It is also of the view that it is important and appropriate to update these provisions of its Constitution to reflect modern practice, as provided in the new South Melbourne Football Club Ltd Constitution and also to reflect the Club’s current operational needs, the manner in which it has operated in recent years and how it proposes to continue to be operated and governed.
We urge all members to support and adopt these Special Resolutions which will assist the orderly and efficient conduct of the Club’s business.
If you seek a copy of the 2015 Audited Financial Accounts prior to the Annual General Meeting, you can download a copy from our website www.smfc.com.au or email the club at email@example.com or contact the club on (03) 9645 9797 and ask for a copy to be posted out to you.