There is currently a great deal of confusion in the Western Australian football family in relation to Football West’s announcement on Friday 29th of November that the Annual General Meeting will be held on Wednesday 18th of December. This announcement appeared to be made at the very last minute and many wondered why a meeting would be held so close ego Christmas, a time when it may be difficult for members to attend.
In the Football West constitution it states that under section 4.3a that “Notice of a meeting of Members must be given according to article 18 and the Corporations Act.” Article 18 refers to how members will be advised of the General meeting.
Football West has given 20 days notice for the AGM which according to the Corporations Act and having checked with ASIC is one day shy of the 21 days required.
The Corporations Act reads as follows:
(1) Subject to subsection (2), at least 21 days notice must be given of a meeting of a company’s members. However, if a company has a constitution, it may specify a longer minimum period of notice.
Calling meetings on shorter notice
(2) A company may call on shorter notice:
(a) an AGM, if all the members entitled to attend and vote at the AGM agree beforehand; and
(b) any other general meeting, if members with at least 95% of the votes that may be cast at the meeting agree beforehand.
A company cannot call an AGM or other general meeting on shorter notice if it is a meeting of the kind referred to in subsection (3) or (4).
Subsections 3 and 4 refer to the removing of or appointment of a company director or the removing of an auditor. As football west advised ‘there are no Directors due to retire from their positions, there will be no requirement for elections,’ so this is not applicable.
Not The Footy Show has enquired of a number of people we assume are “members,” as they are on the Standing Committees as to whether such a vote was taken and we have been advised, not to their knowledge.
For those unsure as to who members are, according to the constitution the membership should belong to:
(i) two Zone Representatives elected from each Zone designated in the By-laws as a “Metropolitan Zone” and one Zone Representative elected from each Zone designated in the By-laws as a “Regional Zone”; and (ii) the chair of each Standing Committee,
It is hard to know who these representatives are as the Standings committees have not been updated on the website for a very long time. One would have also thought that those selected for membership would be listed on the website, but that information is not available either.
In order to be a member those selected should have done the following:
Before admission as a Member, a person invited by the Directors to apply for membership must sign an application agreeing to be bound by: (i) this Constitution; (ii) the By-laws; (iii) the Statutes and Regulations; and (iv) the Grievance Procedure and the dispute resolution process set out in article 8.2; (A) while a Member; and (B) after ceasing to be a Member, in respect of disputes relating to a matter arising while they were a Member. (b) Subject to article 3.2, on receipt by the Secretary of the signed application, the applicant becomes a Member.
It would be interesting to know if the newly elected Zone Reps and Standing Committee members are aware of this, and who if any of them has been asked to be members and when they signed the relevant application. With the elections for the Zone Reps and Standing Committees being delayed this process may too have been delayed. Of course to sign such a document after the AGM has been announced carries severe penalties, so we are sure that no one would do that.
One thing that was gleaned from a conversation with the Australian Securities and Investments Commission is that this information should be readily available to all clubs and players paying fees. Every club should be aware who the ‘members’ are who have the power to shape the organisation.
Of course if the new representatives on the standing committees and zone reps have not voted on the AGM being inside the 21 day period then Football West are acting outside of the Corporations Act. If these same representatives have not been invited or submitted applications the Quorum for the meeting to go ahead will be easier to achieve as the requirement is ‘60% by number of those persons who are Members and who are entitled to vote are a quorum at a general meeting.’
What would be helpful to clubs and players would be a list of members with voting rights.
Hopefully this clarifies how things are supposed to function if anyone has concerns relating to these issues they would be wise to contact Football West or the Australian Securities and Investments Commission.