13 January 2023
Board of Directors
Melbourne Football Club Limited (ACN 005 686 902)
Level 3 Mezzanine MCG Great Southern Stand
Brunton Avenue, Jolimont VIC 3002
NOTICE OF PROPOSED RESOLUTION AND MEMBERS’ STATEMENT PURSUANT TO SECTIONS 249N AND 249P OF THE CORPORATIONS ACT 2001 (CTH) We, the undersigned parties, being 100 members of Melbourne Football Club Limited (ACN 005 686 902) (the Club) entitled to vote at a general meeting of the Club, hereby:
1. provide notice of the following resolution that we propose to put forward at the Club’s 2022 annual general meeting (Resolution), in accordance with section 249N of the Corporations Act2001 (Cth) (Corporations Act); and
2. request that the Club give to all its members the enclosed statement provided by us, about the Resolution proposed to be moved at the 2022 annual general meeting, in accordance with section 249P of the Corporations Act.
“THAT for the purposes of section 136(1)(b) and 136(2) of the Corporations Act:
1. rule 3.4(e) of the Melbourne Football Club Limited’s constitution be deleted and replaced in its entirety with the following clause:
3.4(e) Subject to rules 3.4(b), (c) and (d) but without limiting the generality of rule 5.3 the Board must:
(i) conduct the nomination, ballot and election process in an open fair and transparent manner; and
(ii) provide written notice in accordance with clause 29 of the constitution to all Voting Members at least 7 days prior to the commencement of each nomination period.”
MEMBERS’ STATEMENT PURSUANT TO SECTION 249P OF THE CORPORATIONS ACT 2001 (CTH)
We are a group of Melbourne Football Club Members wanting to ensure that the process of electing the Board is conducted in an OPEN, FAIR and TRANSPARENT manner.
The Melbourne Football Club Board is a CLOSED BOARD.
- A CLOSED Board is not OPEN to new members.
- A CLOSED Board appoints its own.
- A CLOSED Board is contrary to a Member-oriented organisation.
- A CLOSED Board leads to poor succession planning.
Don’t let this happen to our Club...
OPEN UP the Melbourne Football Club Board to:
- A fair and equitable nomination process for Directors.
- Hold the Board accountable to the Club, not individuals.
- Ensure the Club’s on-field standards are matched by its off-field standards.
- Bring Club Members closer, don’t keep them away.
(1) Open, fair and transparent elections
Under the Club’s constitution, the Board can make, amend, or repeal election rules as it sees fit. All elections should be open, fair and transparent – embedding a culture of clear communication, accountability, and integrity.
Absolute discretion has resulted in confusing and obfuscating Election Rule changes, for example:
- In 2020, brand new election rules were changed less than 2 weeks after adoption. The revised set specifically restricted candidates’ communication with members.
- A third set, in November 2021, had to be changed to address further deficiencies in January 2022.
- Now, a fifth set of election rules is on the Club’s website.
(2) 7-days’ notice of director nomination period
Providing members 7-days’ notice of the nomination period is not only courteous - it’s best practice. We should not resort to an advertisement in the Herald Sun classifieds: just send an email to Members in good time.
End the practice of filling casual vacancies on the Board immediately before members are asked if they wish to nominate.
We are thrilled with the improved performance of our football departments after years of hard work. AFL, VFL and AFLW premierships in the last two years – how good is that! It is when we are great on the field that we should be great off the field.
No better time to make sure that the Club is set for sustained success, which is why we suggest these two simple changes to improve our corporate governance.
We commend the two changes in our proposed resolution to all Members – they can only make us stronger.