NOTICE OF GENERAL MEETING !!

[Eastern]

I received my notice in the mail today along with a brief note of explaination from John Gdansky and a proxy form. This meeting WILL take place at the Kingston City Hall (formerly Moorabbin Town Hall) at 7.00pm on Tuesday 23 October 2007.

THOSE WHO HAVE ALREADY SENT THEIR PROXY IN VIA THE SAINTS FOOTY FIRST GROUP SHOULD NOT, I REPEAT NOT SEND IN ANOTHER PROXY UNLESS THEY WISH TO CHANGE THEIR VOTE (THIS SOULD BE CLEARLY STATED ON THE TOP OF THE PROXY FORM) !!

[Solar]

eastern I must say that I thought the proxy form was a lot more professional then the one sent by SFF, but I can understand why the SFF was set up how it was.

Two days after my sisters wedding, I might still be drinking. Does my social club membership still get me cheap drinks the bar down at moorabin before I lug myself down to the AGM?

[chook23]

eastern I must say that I thought the proxy form was a lot more professional then the one sent by SFF, but I can understand why the SFF was set up how it was.

Two days after my sisters wedding, I might still be drinking. Does my social club membership still get me cheap drinks the bar down at moorabin before I lug myself down to the AGM?

??

[Mr Magic]

Eastern,
This is the EGM of SFF and not the AGM of the incumbents?

[chook23]

Eastern,
This is the EGM of SFF and not the AGM of the incumbents?

or is it a 2nd proxy form from SFF

think it is by Eastern's comments

[Solar]

Eastern,
This is the EGM of SFF and not the AGM of the incumbents?

or is it a 2nd proxy form from SFF

think it is by Eastern's comments

It's the announcement officially from Gdnanski with a seperate proxy form which allows you to appoint anyone to vote on your behalf or vote specifically on certain issues.

I would assume that this means that OCT 23 is on.

[Eastern]

Eastern,
This is the EGM of SFF and not the AGM of the incumbents?

This is the General Meeting that has been called by John Gdansky, a director of the club (The meeting that the SFF group want). The other EGM that Rod Butterss called (complete board spill) will be decided in the Federal Court on Wednesday. The AGM is normally in Feburary !!

[redwhite&blackblood]

Eastern,
This is the EGM of SFF and not the AGM of the incumbents?

or is it a 2nd proxy form from SFF

think it is by Eastern's comments

It is sent by John Gdanksi who is calling a EGM.

[Mr Magic]

Eastern,
This is the EGM of SFF and not the AGM of the incumbents?

or is it a 2nd proxy form from SFF

think it is by Eastern's comments

It's the announcement officially from Gdnanski with a seperate proxy form which allows you to appoint anyone to vote on your behalf or vote specifically on certain issues.

I would assume that this means that OCT 23 is on.

Only if they win in Court?

Who was it sent from? The Club or SFF?
What are the resolutions that are proposed?

[Eastern]

The proxy form that came with today's notice has come from a director of the club. It is a legal requirement. The SFF proxy forms were a case of political opportunism and getting in 1st !!

[Eastern]

The resolutions are exactly the same as those on the SFF material. The only difference is that this notice is the "OFFICIAL ST KILDA SAINTS" notice as required by law !!

[chook23]

The proxy form that came with today's notice has come from a director of the club. It is a legal requirement. The SFF proxy forms were a case of political opportunism and getting in 1st !!

so technically the first proxy form sent by SFF invalid

hennce the 2nd from director with clause on it then making first proxy valid

[Mr Magic]

The resolutions are exactly the same as those on the SFF material. The only difference is that this notice is the "OFFICIAL ST KILDA SAINTS" notice as required by law !!

Now I'm totally confused

Are you saying that Gdanski as 1 of 7 Directors of the St Kilda Football CLub has called a 'General Meeting' to put the resolutions to a 'popular vote'? And he is calling it (the meeting) on behalf of the Club? DOes he have that legal right?

Does that mean that any Director of St Kilda could call a meeting over anything they wanted whenever they wanted?

[Solar]

The resolutions are exactly the same as those on the SFF material. The only difference is that this notice is the "OFFICIAL ST KILDA SAINTS" notice as required by law !!

Now I'm totally confused

Are you saying that Gdanski as 1 of 7 Directors of the St Kilda Football CLub has called a 'General Meeting' to put the resolutions to a 'popular vote'? And he is calling it (the meeting) on behalf of the Club? DOes he have that legal right?

Does that mean that any Director of St Kilda could call a meeting over anything they wanted whenever they wanted?

I think this is what is being tested in court on wednesday. Whether he is allowed to call a EGM, and when it can be held.

[Mr Magic]

Solar, I thought SFF were going to Court to challenge the incumbents' right to call an AGM on November 26 and not to test the validity of their own meeting?

AAIK the incumbents are not defending or doing anything about the SFF legal challenge as they are not a party to it?

I'm really curious as to the mechanics of what Gdanski appears to have done today in that if it is correct it would seem that any single Director, whether he was supported by a majority of the Board or not, is actually able to remove and replace some or all of the Board in the 'name' of the Club?
Am I reading this correctly?

[Oh When the Saints]

Under the Club's constitution, any director of the club is permitted to call an Extraordinary General Meeting with a minimum of 21 days notice to all directors and members of the Club.

The original meeting St Kilda Footy First called for November 13th was shifted back to October 23rd, which still allows for the 21 days. This meeting was technically called by John Gdanski alone ... but was practically called on behalf of St Kilda Footy First.

The proxies sent out by St Kilda Footy First originally only allowed you to support SFF members - not the incumbents.

However, it is a legal requirement that all members receive proxies which allow them to vote for anyone - including the incumbents.

These are the official club proxies which must be sent out by the Director calling the EGM.

This is what has been received today.


These proxies allow you to appoint any of the current directors or challengers to vote on your behalf at the EGM on October 23rd.

If you fill out one of these proxies, it invalidates your previous proxy for St Kilda Footy First.

If however you do not fill out one of the "official" proxies, your proxy for St Kilda footy first still stands as a legal document allowing a nominee to represent you at the EGM.


That's how I understand it.

[Solar]

Solar, I thought SFF were going to Court to challenge the incumbents' right to call an AGM on November 26 and not to test the validity of their own meeting?

AAIK the incumbents are not defending or doing anything about the SFF legal challenge as they are not a party to it?

I'm really curious as to the mechanics of what Gdanski appears to have done today in that if it is correct it would seem that any single Director, whether he was supported by a majority of the Board or not, is actually able to remove and replace some or all of the Board in the 'name' of the Club?
Am I reading this correctly?

you right, re-reading it all makes better sense.

[Oh When the Saints]

The Court challenge I believe is about whether the meeting called by Rod Butterss under the Corporations Act "overrides" the EGM called by Director Gdansky under the Club's Constitution.

Basically about whether the EGM on the 23rd October can stand, or whether the full spill called by Butterss can stand ... or whether both can.

[Oh When the Saints]

I'm really curious as to the mechanics of what Gdanski appears to have done today in that if it is correct it would seem that any single Director, whether he was supported by a majority of the Board or not, is actually able to remove and replace some or all of the Board in the 'name' of the Club?
Am I reading this correctly?

Any director can call an Extraordinary General Meeting with 21 days notice to all members and directors.

Doesn't have to be an EGM to remove directors - could be an EGM for other reasons.

But single directors have the power to call EGM's.

[chook23]

No wonder he did not resign when he was double agent working behind thje scenes with SFF

I have long thought ethically he should have resigned when he started working with SFF on principal.

Thought it a snakes act.

Now I undertand .............but still a snake.


Still note Simon Grant will come on board if SFF win...not via a resolution
to members.

[spert]

Gdanski sounds to me like a trouble-maker and I would be worried if he was on any new St.Kilda board.

[saintspremiers]

No wonder he did not resign when he was double agent working behind thje scenes with SFF

I have long thought ethically he should have resigned when he started working with SFF on principal.

Thought it a snakes act.

Now I undertand .............but still a snake.


Still note Simon Grant will come on board if SFF win...not via a resolution
to members.

Gdanski is a snake eh???

Perhaps he is.....but isn't that what's required to conteract the boa constrictor, or should I say Butterss??

[chook23]

No wonder he did not resign when he was double agent working behind thje scenes with SFF

I have long thought ethically he should have resigned when he started working with SFF on principal.

Thought it a snakes act.

Now I undertand .............but still a snake.


Still note Simon Grant will come on board if SFF win...not via a resolution
to members.

Gdanski is a snake eh???

Perhaps he is.....but isn't that what's required to conteract the boa constrictor, or should I say Butterss??

It is not a comparison with RB


It is the principal of being on a board WHILST ACTIVLEY working behind the scenes with another group wanting to be.

Read what I said.

[The Peanut]

Electronically scanned - some errors may have occured:
----------------------------------------------------------------------------

Side A

NOTICE OF CALLING OF GENERAL MEETING OF THE
ST KILDA SAINTS FOOTBALL CLUB LTD A.C.N.005 174 836

I, John Gdanski, being a director of the St Kilda Saints Football Club Limited (the "Company"), hereby, pursuant to and in accordance with Article 23 of the Company's constitution, call a general meeting of the Company to be held at Kingston City Hall, 979 ? 985 Nepean Highway, Moorabbin (or at such other place as the Board shall otherwise direct) on Tuesday, 23 October 2007 commencing at 7.00 pm for the purposes of considering and, if thought fit, passing the following resolutions:

Removal of Directors

1. That (pursuant to Article 12.1 (b) of the Company's constitution) the following persons each be removed as a director of the Company:

(a) Rod Butterss
(b) Glen Casey
(c) Andrew Bassat
(d) Mark Kellett
(e) Ray King

2. That (pursuant to Article 12.1(b) of the Company's constitution) each, if any, of the persons who became directors of the Company on or after the date of this Notice (and prior to the commencement of the general meeting hereby called or any adjournment thereof) be removed as q director of the Company.
Appointment of Directors

3. That (pursuant to Article 12.1 (c) of the Company's constitution) Greg Westaway be appointed as a director of the Company.

4. That (pursuant to Article 12.1 (c) of the Company's constitution) Nathan Burke be appointed as a director of the Company.

5. That (pursuant to Article 12.1 (c) of the Company's constitution) Chris Brant be appointed as a director of the Company.

6. That (pursuant to Article 12.1 (c) of the Company's constitution) Andrew
Thompson?be appointed as a director of the Company

7. That (pursuant to Article 12,1 (c) of the Company's constitution) Dana Nelson be appointed as a director of the Company.

Date of Notice: (by hand 17th September) 2007

(Signature)
John Gdanski
Director

-----------------------------------------------------------

Side B


NOTES
1. Registration ? Registration for the meeting will commence 1 hour before the meeting. Proof of membership may be required.

2. Voting Rights ? If you are an Ordinary Member or a Life Member you have the right to cast one vote. Social Club Members (who are not also Ordinary Members) and Junior Members are not entitled to vote.

3. For the purposes of Article 12.1 (c) of the Company's constitution:

(a) Greg Westaway will be appointed in the place of Ray King.

(b) Nathan Burke will be appointed in the place of Rod Butterss.

(c) Chris Brant will be appointed in the place of Glen Casey

(d) Andrew Thompson will be appointed in the place of Mark Kellett.

(e) Dana Nelson will be appointed in the place of Andrew Bassat.

4. John Gdanski is a current director of the Company, He has advised that if resolutions 1 to 7 are not passed in the affirmative by members he will resign as a director with effect from the close of the general meeting.

5. The remaining director is Ross Levin and his term expires in 2009.

6. Proxies - As a Voting Member you have a right to appoint another person (whether a Member or not) as your proxy to attend and vote instead of you at the meeting. A proxy form accompanies this notice. To be valid it must be received by the Company not less than 48 hours before the time for holding the meeting, namely by 7.00pm on Sunday 21 October 2007. If the proxy is signed under power of attorney, the original or a certified copy of that power of attorney must also be received by the deadline for lodging the proxy form. Refer to the proxy form for details of how and where to lodge the proxy form.

[saintspremiers]

No wonder he did not resign when he was double agent working behind thje scenes with SFF

I have long thought ethically he should have resigned when he started working with SFF on principal.

Thought it a snakes act.

Now I undertand .............but still a snake.


Still note Simon Grant will come on board if SFF win...not via a resolution
to members.

Gdanski is a snake eh???

Perhaps he is.....but isn't that what's required to conteract the boa constrictor, or should I say Butterss??

It is not a comparison with RB


It is the principal of being on a board WHILST ACTIVLEY working behind the scenes with another group wanting to be.

Read what I said.

I never said you were comparing him with RB.

Read what I said.