Does the Swans constitution...

[chammond]

Originally posted by Charlie
I'm not sure that ownership or control, per se, are being transferred.

'Control' would imply that the entire board is elected, and that's not the intention.

Hmm . . . I'm not sure that 'control' necessarily has anything to do with an entirely elected board (just ask Rupert Murdoch), but I certainly agree that what's being mooted at present won't change the 'ownership' of the Swans.

I was really just mulling over some of the more obvious obstacles facing the AFL and the Swans before the club could be returned to the members.

[chammond]

Originally posted by swansrock4eva
As of the end of 2002, there was no constituion, according to Richard Colless. There may have been other charters etc, but there was no constitution itself.

Yeah, I think you might be caught in a semantic debate here.

A public company must have some fundamental document describing it's reason for being, but that document might be called 'Articles', or 'Memorandum', or 'Model Rules', or just plain 'Rules', (or something else, I guess)

But a Constitution by any other name would smell as sweet . . . . . . .

[Country Member]

Based on a bit of basic research (as oppossed to guesswork and/or wishful thinking which almost seems compulsory on this thread):
- the Club's legal structure is as a public company limited by guarantee called Sydney Swans Limited;
- the Club, like all other legal entities, has a constitution as required by law (I think the remarks attributed to Richard Colless may have been in the context that the present constitutionis out of date and needs updating, particularly regarding the classes of members aand their rights);
- the AFL is currently the only "member" of the Club that has a voting right, and thus "controls" the Club (although as far as I am aware they have not exercised any control during the period of the Colless-lead administration);
- no person or body "owns" the Club: there is no share capital and the Club is thus not owned by shareholders in a corporate sense. The club is owned by ALL who support it emotionally and financially;
- current "members" are essentially season ticket holders who benefit from cut-price admission prices to games;
- directors are required at law to act in the interests of the organisation as a whole. This talk of havinf an elected director represent the interests of Melbourne or Sydney members is just a waste of time;
- executives (such as MBH and TM) are quite entitled to be directors of the organisation they work for. This is not a conflict of interest per se.
I hope this is of interest to this discussion.

[chammond]

Originally posted by Country Member
Based on a bit of basic research (as oppossed to guesswork and/or wishful thinking which almost seems compulsory on this thread):

Not sure why you felt the need for that sneer, particularly since it applies to most of what you've written

- the Club's legal structure is as a public company limited by guarantee called Sydney Swans Limited;

We already knew that, thanks.

- the Club, like all other legal entities, has a constitution as required by law (I think the remarks attributed to Richard Colless may have been in the context that the present constitutionis out of date and needs updating, particularly regarding the classes of members aand their rights);

This statement is incorrect.

I own three companies, none of which has a Constitution.

A person is a "legal entity". I do not have a Constitution. Am I breaking the law?

- the AFL is currently the only "member" of the Club that has a voting right, and thus "controls" the Club (although as far as I am aware they have not exercised any control during the period of the Colless-lead administration);

This doesn't make sense. You've already said that the Sydney Swans is a corporate entity, so how can it have 'members'? And if there are no shareholders, how can there be 'voting rights'?

- no person or body "owns" the Club: there is no share capital and the Club is thus not owned by shareholders in a corporate sense. The club is owned by ALL who support it emotionally and financially;

Rubbish. The Sydney Swans is an operating business, not some intangible concept. And if you really think that you own a share of the Swans . . . . try and sell it.

- directors are required at law to act in the interests of the organisation as a whole. This talk of havinf an elected director represent the interests of Melbourne or Sydney members is just a waste of time;

No it's not. The two concepts are not incompatible. Having board members who represent minority interests (or majority interests, for that matter) is common in the business world. That doesn't necessarily prevent them from meeting their fiduciary obligations.


Apart from that, I agree with everything you said.

[Tiz]

Originally posted by chammond
I own three companies, none of which has a Constitution.

A person is a "legal entity". I do not have a Constitution. Am I breaking the law?

dennis denuto could tell you

[Country Member]

chammond: some good comments but I don't necessarily agree. Some of your retorts seem to lack a bit of knowledge regarding public companies limited by guarantee, and the concept of members as opposed to shareholders. Anyway, lets hope all these areas are clarified if this thing proceeds.
I'm sure, based on your tone, that you do indeed have a constitution!

[ROK Lobster]

Originally posted by chammond

I own three companies, none of which has a Constitution.

All 3 do per section 134 of the Corporations Act 2001.

[chammond]

Originally posted by Country Member
chammond: some good comments but I don't necessarily agree. Some of your retorts seem to lack a bit of knowledge regarding public companies limited by guarantee, and the concept of members as opposed to shareholders. Anyway, lets hope all these areas are clarified if this thing proceeds.
I'm sure, based on your tone, that you do indeed have a constitution!

Touche!

[chammond]

Originally posted by ROK Lobster
All 3 do per section 134 of the Corporations Act 2001.

Well I'm not a practising lawyer, so I'm not going to run the risk of being seen to give legal advice.

However, if you read sections 134, 135, 198E, and 201F of that Act, I think you will see that a Constitution is not a requirement, but an option.

[Country Member]

Not a requirement for PRIVATE (proprietary) companies but required for PUBLIC companies (such as SSL).

[swansrock4eva]

I thought the definition of a public company was one that listed shares on the market though? Or is that just in science-based companies?

[Country Member]

There are different categories of public company, including those limited by guarantee (that is, most "not for profit"/charitable organisations) and which don't have shares/shareholders, and those that issue shares, which can then become listed on the stock exchange etc or remain unlisted.

[NMWBloods]

Originally posted by swansrock4eva
I thought the definition of a public company was one that listed shares on the market though? Or is that just in science-based companies?

To be listed on the stock exchange you need to be a public company, but you don't need to list to be public.