Among other things, the changes:
1. Recognise the role of the Nominations Committee which Committee was established by the board in 2011. Such committees are widely regarded as ‘best practice’ in corporate governance. The current members of the Nominations Committee are Emmett Dunne, Michael Green, Maurice O'Shannassy and Henrietta Rothschild.
In the context of board elections, the Nominations Committee will -
• interview candidates;
• answer questions that the candidate has concerning the role of director;
• assess the candidate’s qualifications as set out on the candidate’s CV and in light of the director skills matrix which has been set by the board;
• inform the candidate about the requirements of the role including:
- the legal requirements of all gaming and liquor licensing authorities, the Australian Securities and Investments Commission and the Club’s directors and officers indemnity insurer;
- the time commitment expected and the schedule of meetings for the board and the committees of the board;
- all relevant policies of the board including corporate governance principles addressing conflicts of interest and duty such as involvement with sponsors;
- and may make recommendations to the board concerning the candidates.
2. Provide for an increase in the number of words in the candidate's statement to members.
3. Clarify the duties of the Returning Officer.
RICHMOND FOOTBALL CLUB LIMITED BY-LAWS - CONDUCT OF ELECTIONS FOR THE BOARD
1. Introduction
1.1 These by-laws are made pursuant to Clause 12 of the Constitution.
1.2 The object of these by-laws is to regulate and provide for certain matters related to the conduct of an election for directors of the Board not otherwise provided in the Constitution.
1.3 These by-laws shall be read subject to the Constitution and, to the extent that any provision of the by-laws is inconsistent with the Constitution, that provision shall be of no effect.
1.4 These by-laws will be made available on the Club's website.
1.5 Any person who nominates as a candidate for election as a director must be provided with a copy of these by-laws as soon as practicable after that person’s nomination is delivered to the Company Secretary in accordance with the Constitution and before the person meets with the Nominations Committee.
2 Candidate's Permitted Election Material
2.1 In order to qualify as Permitted Election Material for purposes of the Constitution, each candidate's campaign information must meet the following requirements and be accepted by the Returning Officer:
(a) be submitted to the Returning Officer not later than the date the Officer specifies and the Returning Officer is not obligated to accept or distribute any information submitted after that date; and
(b) not exceed 500 words for a single distribution to members; and
(c) in the Returning Officer's opinion, contain no information that is untrue, misleading or scandalous or is disparaging of the Club or any individual. If a candidate requests, the Returning Officer will provide a ruling as to whether a draft of the candidate's information is permissible under this by-law and any decision of the Returning Officer is final; and
(d) any other requirement that the Returning Officer determines from time to time.
2.2 The Permitted Election Material will be distributed in any way determined by the Returning Officer and, if the Material is printed, candidates must bear an equal share of any costs associated with printing it. The candidate's share of costs must be paid to the Club before the candidate’s Permitted Election Material is distributed.
2.3 The Returning Officer will also make known to all the candidates whether any other information qualifies as Permitted Election Material and whether the candidate can distribute that information or make it available to members of the Club whether by mail, by advertisement, by electronic means or by using social media.
2.4 The Returning Officer shall cause a copy of each candidate's Permitted Election Material to be posted to each member eligible to vote or displayed on the website where electronic voting is used. If distributed by post, the Permitted Election Material of more than one candidate may be posted together and may also be posted with the ballot.
2.5 The conduct or results of the election shall not be invalidated or otherwise called into question by reason of any matter related to the distribution of any candidate's Permitted Election Material, including the non-delivery of any Material or by reason of any ruling made by the Returning Officer in relation to any campaign information or Permitted Election Material.
2.6 Distribution of Permitted Election Material under these by-laws does not entitle any candidate to examine or to obtain the Register of Members or any part of that Register. The Returning Officer will have exclusive control of the Register of Members for election purposes and, if the Returning Officer should provide the Register to one candidate, it must be made available on a consistent basis to all candidates.
2.7 Each candidate must agree to be bound by these by-laws and by any decision of the Returning Officer.
3. Method of counting votes
3.1 Any ballot cast which indicates a preference for a number of candidates greater than the number of vacancies for which the election is being conducted shall be invalid and shall not be counted. However, if any such ballot indicates a clear order of preference among candidates (for example by consecutive numbering) the Returning Officer may decide to count the ballot as a vote only for so many of the candidates as there are vacancies, in accordance with the order of preference indicated.
3.2 The Returning Officer is solely responsible for ruling on the validity of any ballot and the Officer's decision shall be final.
3.3 A ballot which indicates a preference for a number of candidates less than the number of vacancies for which the election is being held shall be a valid vote for each of those candidates for whom a preference is indicated.
3.4 Subject to by-law 3.1, each valid vote cast shall be counted as one vote for each candidate for which a preference is indicated.
3.5 At the discretion of the Returning Officer, the voting may be conducted electronically or by other means.
3.6 If voting papers are used by the Returning Officer and a voting paper is forwarded to the Returning Officer by way of facsimile and the original of that voting paper is also forwarded to the Returning Officer, then only one of them shall be included in the count.
3.7 After all valid votes have been counted, the candidates shall be declared elected in order of the number of votes received, commencing with the candidate receiving the highest number of votes, until all vacancies have been filled.
4. Nominations Committee
4.1 Each candidate for director is required to provide to the Nominations Committee any relevant information requested by that Committee and, if further requested by the Nominations Committee, to meet with them no later than the day before the date for withdrawing nominations set pursuant to the Constitution. At the request of the candidate, a meeting with the Nominations Committee may take place before the deadline for nominations.
4.2 After receiving the report of the Nominations Committee, the Board may make a recommendation to members about the candidates.
