Amendments to the Club Constitution

The Board & Management of the Footscray Football Club Limited (trading as the Western Bulldogs) (the Club) has undertaken a review of the Club Constitution. The purpose of this review was to implement changes to progress the values of the Club, update the Constitution for the recent divestment of the Club’s gaming activities and modernise the Constitution to ensure the Club can continue to operate effectively in the current environment. 

Pursuant to section 26.1 of the Constitution, the Club may modify its Constitution by a 75% majority of votes recorded either in person, by proxy, by attorney or by representative at an Annual General Meeting or an Extraordinary General Meeting called for that purpose in accordance with the Corporations Act. 

These proposed changes are summarised below: 

1. Update references to the women’s league to reflect the AFLW and VFLW competitions (previously included in the Constitution as NWL) and to generally promote diversity and inclusivity; 

2. Recognise the Traditional Owners of the lands upon which the Club plays and trains; 

3. Removal of all references to the now divested gaming operations; 

4. Amend the eligibility criteria for bestowing Life Membership; 

5. Expand the defined categories of members to include AFL members with club support; 

6. Include a more definitive maximum term for all Directors. 

7. General governance improvements.

 

Summary of proposed changes as followed:

1. Update wording to reflect AFLW and VFLW competitions and promote diversity & inclusivity 

Wording to describe the AFLW/VFLW programs and teams has been updated throughout from “NWL” to “AFLW/VFLW” to appropriately reflect the establishment of the women’s competitions and to ensure equal recognition of our AFLW and AFL players.

Further changes provide for gender neutrality language by ensuring that the language used in the Constitution is inclusive and reflects the Club’s values and that of today’s society. As such, all instances of ‘his’ and ‘her’ are proposed to be replaced with ‘their’ to encompass all genders. And “Chairman” is replaced with “Chairperson” 

2. Recognising First Nations Peoples 

The proposed change to the Constitution formally acknowledges the Traditional Owners of the lands upon which the Club plays and honours the contribution of the First Nations Peoples to the formation, development, and celebration of the game and the contribution to the broader community within the Club's objects. 

The proposed change was considered and approved by the Club’s Reconciliation Action Plan working group. 

3. Removal of all references to gaming venues due to the divestment of the Club’s gaming operations in November 2021 

Given the Club divested itself of its gaming operations in 2021, references in the Constitution to gaming activities are redundant because they relate to activities that the Club no longer engages in. 

4. Amendment to criteria for Life Members

Life Membership of any organisation is an outstanding honour to receive to reflect exceptional and noteworthy service to that organisation. Over the time of our existence as a Club, Life Membership has been awarded to players, coaches, staff members, administrators, patrons, members and volunteers. 

  • The Board and Executive have reviewed our Life Membership criteria with particular considerations including:
  • The appropriate eligibility criteria for our AFLW players given existing criteria for our AFL players;
  • The 10-year threshold for non-players achieving Life Membership being a far lower threshold than the AFL industry standard; and
  • The consistency of determining Life Membership in the context of “outstanding or exceptional service”, which doesn’t require a minimum service length.
  • There remains the discretion for Life Membership to be awarded for outstanding or exceptional service, as alternate eligibility. 

5. Expansion of voting members

Under the current reading of the Constitution, only members classed as an “ordinary member” obtain the right to vote. The proposed change now updates the constitution to be in line with modern and current practices and extends voting rights to AFL Members with Club support – whose membership fee is split between the AFL and the Club. 

6. Include a maximum term for all Directors 

  • The previous version of the Constitution provides that Member elected Directors can serve a maximum term of 9 years (3 x 3 year appointments). However, there is no maximum term noted for Board appointed Directors currently.
  • The amendments propose that Directors can cumulatively serve a maximum of 9 years on the Board but may serve a further 2 year extension if the Chairperson believes it is necessary for the purposes of that Director’s involvement in a current or future Board initiative. 
  • The maximum term also applies to the President except that any time served as either an Elected Director or an Appointed Director will not count towards their time spent as President for the purposes of calculating their time in office. 

7. General governance improvements / Minor improvements and modernization 

The following are some of the key changes being proposed:

  • The amended Constitution allows the Club to hold hybrid meetings, being general meetings conducted from a physical location in combination with participation from other physical or virtual locations via electronic facilities. The chairperson of the hybrid meeting must be satisfied that adequate facilities are available throughout the hybrid meeting to ensure that members attending are able to participate in the business for which the hybrid meeting has been convened, regardless of the means of their participation.
  • The introduction of updated indemnity and insurance Clauses. The updated indemnification clause and new insurance and liability clauses operate to provide more robust protection for the officers of the Club and reflect the modern, prescriptive approach to addressing the application of the Corporations Act restrictions regarding the extent to which a company’s officers can be indemnified by the company for which they act.
  • Miscellaneous other drafting enhancements and modernisations have been proposed to improve clarity and consistency of terminology and to ensure the Club can continue to operate effectively for current times.