On 28th September 2007 St Kilda Footy First served a writ on incumbent board members; Rod Butterss, Ray King, Glen Casey, Mark Kellett and Andrew Bassat. The Federal Court on Wednesday 3rd October will effectively determine whether the EGM is held on October 23rd, Footy First's preferred date, or on November 26th. The court will also be asked to rule on whether any of the directors served with the notice can chair the EGM.
Notice of General Meeting by SKFF
John Gadinski has mailed out a notice for the General Meeting (EGM) on 23rd October to members. The venue is expected to be at the Kingston City Hall but the location is subject to review by the incumbent board. Although John Gadinski has joined forces with the challenging ticket 'St Kilda Footy First', he is still a member of the incumbent board ... A Federal court action on Wednesday is expected to decide whether both SKFF and Incumbent boards EGM's are both legal and necessary under the St Kilda constitution and who should chair the meetings. Accompanying the notice is a proxy form and although the content is similar to the one that was sent out in the St Kilda Footy First mail-out, it has a different look about it. There has been some rumours circulating that the original proxy form sent by SKFF may not be valid. This is not believed to be true and the new form is just a duplication copy to allow members the option to a change their preference for the EGM if required and for members who may have misplaced the first copy. WoM electronically scanned a copy of the notice (below) - please note that due to the process used some errors may have occurred. WoM Ed
Copy of Notice
Board EGM set for November 26th
From the St Kilda Board Statement:
The St Kilda board will continue to schedule its extraordinary general meeting for the end of November. The club's president Rod Butterss said "I don't know what he's calling for: all I know is that as a director and my fellow directors, we have a legal obligation to make sure that meeting is set down in a proper manner, for all members, not for just half a dozen people who want to throw a board out," Butterss said on SEN on Tuesday. "For all members of the club, and the important thing is that the process is open to all, it is fair, and that our members get the opportunity to understand that this is about safe change versus reckless change."
St Kilda Footy First set EGM 23rd October
From the St Kilda footy First Statement:
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."
Some clarification on calling the EGM
Supporter Interpretation
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 at 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 (Tuesday 25th Sept) 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 Post by 'Eastern' saintsational.com
THE CHALLENGING 'ST KILDA FOOTY FIRST' TICKET
Greg Westaway (Proposed President)
Chairman, Gregorys Transport, St Kilda Football Club Sponsor, Fellow Chartered Institute of Transport & Logistics, Centenary Medal from the Commonwealth for Services to the Road Transport Industry
Proposed Board Responsibilies:
President, Corporate Governance, Sponsorship & revenue, Strategy, Policy
Nathan Burke
5 year StK FC captain; triple best and fairest; Four-time All Australian; Member of Saints team of the century; 11 times Victorian representative; former Saints Assistant Coach, Executive and Senior Consultant; Mettle Group. Focus: Corporate Innovation, team building and leadership.
Proposed Board Responsibilies:
Football, Media commentator, Corporate Innovation, Coteries, Chair Footy Sub Committee, Sponsorship & revenue
Andrew Thompson, Investment advisor - ABN AMRO Morgans since 2004, PS 146 Compliant, ASIC approved in Securities, Saints Life Member, 220+ game player, Club Best and Fairest champion
Proposed Board Responsibilies:
Football, Coteries, Sponsorship & revenue
Chris Brant BBa (Acct.)(Hons) FCA, MAICD
Chief Financial Officer of Transurban Limited Former Managing Partner of Deloittes Asia Pacific, managing $1 billion business, Former member of Deloittes Global Board, Assurance and Advisory
Proposed Board Responsibilies:
Finance, Strategic Planning, Saints Advisory Committee, Sponsorship & revenue
Dana Nelson B.Sc. Master of Business Enterprise Managing Director, Delaware North Australia Ltd, Runs $165 million business in NZ and Australia, Manages over 3500 employees at venues including Telstra Dome, Southern Cross Station, Rod Laver Arena, a portfolio of airports & transport hubs & many others
Proposed Board Responsibilies:
Functions, events and Stadium matters, Coteries, St Kilda and the Community, Sponsorship & revenue
John Gdanski LLM; B.Ec; DipCom
Current Director, St Kilda Football Club, Partner and Founder, Fetter Gdanski Lawyers, Advisor to Victoria's largest property developers
Proposed Board Responsibilies:
Elite Training & Administration Facility, Legal matters, Moorabbin Reserve Lease, Sponsorship & revenue
Simon Grant B. Com., LLB., FCIS
Managing Director Kingfisher Financial Solutions P/L, Former Managing Director SAI Private, Former Senior Executive & Director Australian Unity Health Ltd, AU Funds Management Ltd, AU Retirement Villages Ltd & AU General Insurance Ltd, Manager, Fosters Brewing Group
Proposed Board Responsibilies:
Investment and Growth, Corporate Innovation, Membership
Sponsorship & revenue Mr Grant will be appointed as an additional director after the Footy First ticket is successful
PROPOSED 'ST KILDA FOOTY FIRST' FOOTBALL SUB COMMITTEE
Nathan Burke , Andrew Thompson , Mordy Bromberg QC , Michael Klim
SKFF representatives who have a desire to be involved on the sub-committee if the 'SKFF ticket' is elected.
- Source: St Kilda Footy First website: stkildafootyfirst.com
THE INCUMBENT ST KILDA FOOTBALL CLUB BOARD
Rod Butterss - President
Director of Ambit Group Pty Ltd, Director of Transition Group Pty Ltd, Director of various privately-held companies.
Ray King - Director Bachelor of Commerce
Chief Executive Officer of Mildara Blass Ltd for 17 years. Currently Chairman of McPhersons Limited, Space Time Research Pty Ltd.
Glen Casey - Vice President Bachelor of Business - Marketing/Economics, Graduate Diploma Business Administration, MBA.
Currently Principal - Transition Group, Chief Executive Officer of Nylex Limited for three years. Executive General Manager of Nylex Automotive for three years, Executive General Manager of Nylex Building for three years, Managing Director of Philip CN Systems, Senior Manager ICI Australia/Europe.
Ross Levin - Vice President Bachelor of Laws, Bachelor of Economics, Graduate Diploma Labour Law
18 years practising solicitor. Partner, Employment Law Group, PricewaterhouseCoopers Legal.
• Will be kept by the 'St Kilda Footy First' challenging ticket
John Gdanski - Director Bachelor of Laws, Bachelor of Economics, Masters of Law, Member of American Bar Association, Member of International Law Society, Diploma of Commercial Studies, Qualified Accountant.
Currently a Partner, Fetter Gdanski solicitors for 12 years. Worked at Freehill, Hollingdale & Page for four years and Clayton Utz for four year. Heavily involved in the construction industry.
• Part of the 'St Kilda Footy First' challenging ticket
Mark Kellett - Director Bachelor of Science
Managing Director, Gluck Forwarding Systems, Director, e-Fill. Represented St Kilda Football Club in 55 games. Also represented the Sydney Football Club and Footscray Football Club for a total of 155 VFL games.
Andrew Bassat - Director Bachelor of Science, Bachelor of Laws, Master of Business Administration
Formerly solicitor at Corrs Chambers Westgarth and Management Consultant at BoozAllen and Hamilton, Founder and
- Source: St Kilda Football Club Website (Board page): saints.com.au
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