As you may be aware there is a Special General Meeting on Wednesday 26 October to consider proposed amendments to the Club’s Constitution.
The Board is asking all voting members to have their say regarding the proposed changes to the Constitution, by appointing a proxy or attending the SGM in person. The changes proposed are based on your feedback and we are now encouraging you to support these changes by voting ‘yes’ by proxy in favour of the resolution.
Any change to the Constitution requires a 75% or greater ‘yes’ vote from all votes received. Proposing changes to a Constitution is a time consuming and costly exercise. The 75% threshold is high and purposefully difficult to achieve. It is therefore important that all members who are interested register their proxy vote as your say is important in determining the outcome.
If the 75% threshold is achieved, all changes will be accepted and the Constitution updated. If the 75% threshold is not achieved, the existing Constitution will be retained without change.
When the matter of Constitutional reform was raised, the Board put together a working group to undertake consultation and gather feedback on your views on the changes you would like made to the Constitution. All changes proposed are reflective of your feedback.
A link to the proxy form is contained within this email, as is your member number (which you will need to vote). Please note the only way you can register a proxy is by completing this form and submitting it online. You cannot register proxy votes for other members by attending the meeting on their behalf.
Last week you may have received a letter and / or an email from Peter Lawrence opposing the changes to the Club’s Constitution. Following this correspondence there has been confusion from some members about aspects of the proposed changes. As such, the following clarifications are provided:
- Director and President Tenure Limits
There has been a misconception that the proposed changes to the Constitution increase the powers of the existing Board. This is not correct, and in fact the changes place greater restrictions on the Board than presently exist within the Constitution.
The current Constitution has no limits at all for Director and President tenures. Currently, Directors and the President can potentially remain in these roles indefinitely. In line with best practice company governance, the proposed changes introduce set director tenure limits that see board members and the President mandatorily retired from the Board after a maximum of nine years in those roles. It is important to note that all Directors will still be required to stand for re-election every 3-years.
Feedback during the member engagement process indicated this was a well supported and balanced proposal.
- Elected directors
The correspondence implies that existing MFC directors are not currently elected by the members. This is not correct. MFC’s existing Constitution requires all directors, including those that are appointed as casual vacancies, to submit themselves for election at an AGM. There is no proposed change to this section of the Constitution.
Every director on the Club Board has been voted in by the members, and seven of the eight directors have participated in a contested election in the past 18 months.
- Nominations required for a prospective director
MFC’s existing Constitution requires two members to nominate a potential board candidate.
The proposed changes increase this to 20 members. Director elections are important and ensuring that each candidate has the reasonable support of the membership is considered prudent.
It is important to note that this requirement applies to all potential candidates – including existing directors who wish to re-nominate for election.
The changes proposed reflect your feedback and are for the long term betterment of the Club. We encourage you to ensure your voice is heard and you take the time to appoint a proxy for the SGM.
