Annual General Meeting
Thursday 18th December 2025 at 10:30am
RSEA Park, 32-60 Linton Street, Moorabbin
St Kilda Saints Football Club Limited
A.C.N. 005 174 836
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of St Kilda Saints Football Club Limited (the “Company”) will be held by way of a meeting on Thursday 18th December 2025 at 10:30am at RSEA Park, 32-60 Linton Street, Moorabbin, to conduct the following business:
Ordinary Business
1. Financial and related reports - To receive and consider the annual financial report of the Company and the reports of the Directors and of the Auditor for the year ended 31 October 2025.
2. Election of Directors – To elect 3 Directors of the Company – In accordance with Article 10.2A of the Company’s Constitution:
(a) Ms. Jennifer Douglas will retire by rotation and, being eligible, will offer herself for re-election for a further term; and
(b) Mr. Adam Hilton will retire by rotation and, being eligible, will offer himself for re-election for a further term; and
(c) Ms. Sally Macindoe, who was nominated by the Board, being eligible, will offer herself for election.
Please note that there will be 3 vacancies on the Board to be filled and the only nominations received in accordance with the Company’s Constitution were those of Ms. Douglas, Mr. Hilton, and Ms. Macindoe. In accordance with Article 12.2(c) of the Company’s Constitution, as the number of candidates nominated does not exceed the number of vacancies, Ms. Douglas, Mr. Hilton, and Ms. Macindoe will be deemed to have been duly re-elected or elected, as the case may be, and will be declared duly re-elected or elected at the Annual General Meeting.
3. Amendment of the Company’s Constitution – To consider and, if thought fit, pass the following resolution as a special resolution:
“That the amendments to the Company’s Constitution, as shown and marked up on the copy of the Company’s Constitution tabled at the Annual General Meeting, be approved.”
By order of the Board.
Benjamin Daley
Secretary
27 November 2025
NOTES
1. Constitution - clean and marked up copies of the constitution are available to view at saints.com.au/policies or by telephoning the Company’s office at 03 9967 4388.
2. Annual Financial Report - The Annual Report (including auditor’s report and directors’ report) will be accessible at www.saints.com.au under: Policies and Reports. In addition, members may choose to receive free-of-charge the report electronically (email or fax) or in hard copy. If you wish to be sent a copy, please email reception@saints.com.au or telephone 03 9967 4388 during normal business hours.
3. 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.
4. 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 10.30am on Tuesday 16 December 2025. 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
EXPLANATORY NOTES, COMMENTARY AND RECOMMENDATIONS
The Board of the St Kilda Saints Football Club Ltd has conducted a detailed review of the Club’s Constitution to ensure it reflects contemporary governance standards, aligns with practices across AFL clubs, and supports the Club’s long-term stability, particularly in the context that a review of the Constitution has not occurred in 13 years.
Independent law firm Arnold Bloch Leibler (ABL) advised on the review, benchmarked the Club’s rules against other AFL club constitutions and against best practice governance principles, and prepared the draft amendments based on Club instructions.
The proposed changes relate predominantly to modernisations (such as the facilitation of electronic voting and meetings), clarifications and technical refinements.
In addition, there is a proposed change to term limits for directors and the President (Items 4 and 5 below) which may be of particular interest to some members.
The proposal is to introduce stricter term limits on directors (removing their current ability to be re-elected to serve an unlimited number of consecutive terms), while bringing the term limit of the President into line with that applicable to all other directors (removing the current six-year cap which applies only to the President).
These changes would bring the Club more into line with other AFL clubs and industry practice, according to the independent review.
A more detailed explanation of the key items of proposed amendment are set out below for the information of members.
The full text of the proposed amendments is also included for the consideration of interested members, in the form of a markup to the existing Constitution.
Members are being asked to consider and if thought fit approve the amendments by special resolution at the 2025 Annual General Meeting.
In order to be passed, the special resolution will need the support of 75% of the votes cast.
ITEM 1 – Membership Structure and Rights
Current Status: The Constitution contains both Voting and Non-Voting Member categories, including Ordinary, Life, Junior, Honorary, Social Club and Gaming Members. A “Temporary Member” category exists but is no longer used.
Recommendation: Modernise and simplify Member categories as follows:
· Remove Temporary Member category (no longer used).
· Clarify Junior Member rights—Junior Members may attend and speak at AGMs but not vote.
· Retain and clarify all other categories without reducing any member rights.
These changes ensure the Constitution reflects current practice without altering Member rights.
ITEM 2 – Member Meetings, Voting & Technology
Current Status: The current Constitution does not reflect modern meeting practices such as audio-visual attendance or electronic voting. Postal ballots are referenced but not expressly integrated with modern systems.
Recommendation: Introduce modern rules that:
· Confirm Members can attend meetings in person or via audio-visual technology.
· Allow for electronic voting.
· Confirm a quorum of 25 Voting Members, whether attending in person, electronically, or by proxy.
These changes improve accessibility and participation without changing the substance of Member rights.
ITEM 3 – Member Discipline and Conduct
Current Status: The Constitution allows expulsion on certain grounds but does not deal expressly with behaviours such as harassment or discrimination.
Recommendation: Provide grounds for disciplinary action including:
· Breach of the Constitution or Club policies
· Discrimination, harassment or abusive behaviour
· Conduct harmful to the Club or its Members
The existing “show cause” protections for Members remain unchanged. These updates bring the Club in line with modern AFL integrity standards.
ITEM 4 – Director Terms & Term Limits
Current Status: Directors currently may be re-elected to serve an unlimited number of consecutive terms, with the approval of their fellow directors. This is no longer considered best governance practice (in the AFL or more broadly).
Recommendation: Introduce stricter director term limits, capping the maximum permitted tenure:
· Maximum three consecutive terms (~9 years)
· Option for a fourth and final consecutive term only in exceptional circumstances (with the unanimous approval of the Board), and subject to election by Members at the Annual General Meeting.
This reform will improve Board renewal, succession planning and independence—core modern governance expectations across AFL clubs.
ITEM 5 – President & Vice-President Provisions
Current Status: The President is currently limited to a tenure of six years, and is elected separately to the Chair. This is out of line with most other AFL clubs, which allow for Presidents/Chairs to serve the same tenure as other directors.
Recommendation: Remove the shorter cap on the tenure of President and modernise and clarify leadership arrangements:
· President and Vice-President(s) to be elected by the Board from among Directors.
· The President’s tenure is not to be subject to a “six-year cap”, but his or her tenure will be limited in the same way as that of all other directors.
These changes align St Kilda with industry practice and strengthen stability and continuity of leadership.
ITEM 6 – Board Powers, Committees & Delegations
Current Status: The Constitution does not expressly empower the Board to make by-laws or establish committees, although these practices occur in modern clubs.
Recommendation: Strengthen governance tools by:
· Giving the Board express power to make, amend and repeal policies, rules, standards and by-laws
· Providing explicit power to create committees and delegate powers
· Clarifying protections for third parties and procedural validity
These are contemporary requirements for good governance and align with AFL club norms.
ITEM 7 – Technical, Administrative & Modernisation Amendments
Current Status: Legacy drafting, outdated terminology, and cross-referencing errors create ambiguity for Members and the Club.
Recommendation: Adopt modernised, simplified drafting to:
· Update definitions and align with the Corporations Act
· Clarify notification, meeting, and administrative provisions
· Improve readability and usability
· Remove redundant or obsolete language
· Ensure consistency across the document
These amendments improve clarity without altering rights or powers.
Note: A copy of the Constitution marked-up to show every proposed change is available to view at saints.com.au/policies or for inspection by Members at the registered office of the Company. A copy will be provided to any Member on written request to the Company Secretary.
