HAWTHORN FOOTBALL CLUB LIMITED
NOTICE OF THE 106TH ANNUAL GENERAL MEETING

The 106th Annual General Meeting of the Hawthorn Football Club Limited (“Club”) will be held at the Hawthorn Town Hall, 360 Burwood Road, Hawthorn on Monday, 8 December 2008.  The meeting will commence at 7.00 pm.

The purpose of the Annual General Meeting is to consider the following motions proposed by the Club:

Terry Dillon / Secretary
22 October, 2008

BUSINESS

PART A - SPECIAL BUSINESS (SPECIAL RESOLUTIONS)

1.    Amendment to Constitution - Limiting Tenure of the President and Directors

To consider, and if thought fit, pass the following resolution as a special resolution:

That a new rule 6.2(c) be inserted directly after rule 6.2(b) as follows:

6.2(c)    Notwithstanding Rule 6.2(b):

(i)    the tenure of a director cannot exceed nine years unless:

(A)    the director was appointed other than at an annual general meeting in which case the tenure will cease nine years from the annual general meeting following the director’s appointment; or

(B)    there exists a director who at the time of the introduction of this rule has already exceeded a tenure of nine years, in which case the director will be entitled to be elected for one further term of three years from the next annual general meeting at which the director would otherwise have been due for re-election;

(ii)    the tenure of the President cannot exceed six years from the date he or she was appointed to that position save if the President was appointed other than at an annual general meeting in which case the tenure will cease six years from the annual general meeting following the President’s appointment

provided a director can subsequently be appointed as President of the Club in which case the tenure of that person shall be the aggregate of the tenure served in each capacity under Rule 6.2(c)(i) and (ii).

Explanatory Note

Under the Constitution of the Club there is no limit on the length of time that the President and Directors may serve on the Board of the Club, save that in accordance with rule 6.2(b) of the Constitution, every three years their position falls vacant and they must offer themselves up for re-election.

To ensure compliance with sound corporate governance principles, the Board has proposed that the maximum tenure for Directors shall not exceed nine years and the maximum tenure of the President shall not exceed six years.

This will ensure that the Board is continually revitalised and continues to receive the benefit of fresh thinking and injection of new ideas.

The Board recommends that members vote in favour of this resolution.

PART B - ORDINARY BUSINESS

2.    Annual Financial, Directors’ and Auditors’ Reports

To receive and consider the Annual Financial, Directors’ and Auditor’s reports.

3.    Re-election of President

That Jeffrey Kennett, the President of the Club, retiring by rotation in accordance with the Constitution, being eligible and has nominated to be re-elected as the President of the Club.

As no other nominations have been received for this position Mr Kennett will be elected unopposed

4.    Re-election of Directors

(a)    That Bruce Growcott, a Director of the Club, retiring by rotation in accordance with the Constitution, being eligible and has nominated to be re-elected as a Director of the Club .

(b)    That Martin Ralston, a Director of the Club, retiring by rotation in accordance with the Constitution, being eligible and has nominated to be re-elected as a Director of the Club.

As no other nominations have been received for these positions Messrs Growcott and Ralston will be elected unopposed.

5.    Presentation of Life Memberships

The presentation of Life Memberships.

6.    Presentation of Club Awards and Trophies

The presentation of Club Awards and Trophies.


At the conclusion of the meeting, all members are invited to join the Board and staff for refreshments at the Glenferrie Hotel, 324 Burwood Road, Hawthorn.