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Saints News St Kilda FC: Governance Thread - Board and Committee

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I figure if our existence was actually in question, Bassat and co would just pay off the debt from his own pocket. But there is no rush for us to pay anything back (especially to the AFL) and we arent going to be removed from the league so there is no need for it.

Exactly. If anything we should be spending the absolute maximum we can on footy because on-field success drives everything else. Saving money on the footy department just makes it less likely we'll be break-even in future, not more likely.
 
I figure if our existence was actually in question, Bassat and co would just pay off the debt from his own pocket. But there is no rush for us to pay anything back (especially to the AFL) and we arent going to be removed from the league so there is no need for it.
I suspect we thought that of Lindsay Fox,Peter Summers, etc and every other wealthy president we have had. It's really never happened
 
how the club is not furious about these fixtures is mind-boggling. the big clubs will have a fairly even h/a fixture, but **** me, we have to go to SA and WA five times
Pretty sure they are.
They will most definitely be making some noise over it.

Of course, it could also be payback for Bassat’s comments earlier.
Stuff that, I’m glad he said what he did.
 
Pretty sure they are.
They will most definitely be making some noise over it.

Of course, it could also be payback for Bassat’s comments earlier.
Stuff that, I’m glad he said what he did.
Pretty sure the broadcasters and betting companies draw up the bulk of the fixture and the AFL just fill in the blanks.
 

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Re Bassat's tenure:

This question is often asked, so I'll try to put the answers in one place.

Am I right in saying that under the terms of the club constitution, Andrew Bassat's term as president must soon end?

Does AB have any appetite to continue as president?

If so, would the club consider rewriting the constitution? What are the chances that this will happen?

If he does step away, what is the most likely to replace him?

StFly's response [post #74]:

Extended to 2026 as technically could have been removed at last years AGM but was fully endorsed for a fourth term by all sitting members.

So for appetite, I'd say yes.
For rewriting, not required, as if board is unanimous, president can continue.


Saints Governance [post #75]

As best as we can understand the constitution: Bassat is in his final term, but may re-stand for his position on the board when it expires in 2026, if the rest of the board members are happy for him to do so.

He could then offer himself as a presidential candidate, as all sitting board members are eligible to do so.

Jack Rush is an example of somebody now in his fifth term on the board (instead of the three-term limit), as he has been endorsed by all sitting members of the board (the requisite to go beyond three terms) to continue each time his tenure has expired.


And also from Saints Governance [post #72]


OCTOBER 2024 UPDATE (this news is from last week but is being added for posterity to the thread)

St Kilda Football Club has appointed Michael Borsky KC to the club’s Board.

Borsky appointed to Saints’ Board of Directors


www.saints.com.au

Borsky appointed to Saints’ Board of Directors

Saints welcome Michael Borsky KC.
www.saints.com.au
www.saints.com.au

St Kilda Football Club has appointed Michael Borsky KC to the club’s Board.

Borsky’s legal reputation is first-class. As King's Counsel, he acts for and against government, leading corporations and major sporting clubs, in superior courts, Royal Commissions, tribunals and in a wide range of appeals.

The lifelong Saints fan is one of the country’s top litigators, but also has corporate experience in strategy and finance, having worked with McKinsey & Company, international management consultants, as well as in computer software engineering at Aladdin Knowledge Systems Ltd.

Borsky, whose appointment is subject to regulatory approvals, is a part-time member of the Australian Takeovers Panel and has served as a member of the National Competition Council and as a director of the St Kilda Legal Service, which provides pro bono assistance to vulnerable and disadvantaged members of the local community.

“We are delighted to welcome Michael to the Board of St Kilda Football Club,” President Andrew Bassat said. “Michael’s impressive professional history, paired with his great knowledge of and passion for the club will no doubt enhance our Board greatly.

This will take the current board to 10, the largest possible board we can have in accordance with our Constitution. This means there can be no more arbitrarily-appointed board members; unless a vacancy occurs (such as an early retirement), the only method to join the board will be via an AGM.

Existing Director Jason Blake is expected to submit himself for re-election (for his second term) in accordance with the rotational requirements under the Club’s rules.

Retiring Director Dean Anderson is not eligible to extend his stay on the board under ordinary requirements (having served his maximum of 3x3 year terms) but is eligible to extend his stay on the board if it is unanimously endorsed by all board members that he continues.



The last para about Dean Anderson seems to sum up the situation that would apply to AB.

Noting Andrew's comments in the recent Jackson Warne podcast, when the discussion arose about who wanted to nominate for the presidency, everyone else took 3 steps back, so he was left to take the role. Given the apparent lack of willingness of the other board members and the way in which he now embraces the role, I think Bassat will likely stay around to see the job through.
 
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 by clicking the link below, via 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 (or directly from this link). 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 is available by clicking the link below. 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.
 
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For full details of the Proposed changes to the Constitution, which will be voted on at the 2025 AGM as per the Notes above, please find them below, with a copy archived at this link.

=========================

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.
 

Apologies - I forgot to put this in from March 2025.
Sally's first term (Dec 2025-Dec 2028) will be formally ratified at this year's AGM.


-----

Sally Macindoe joins St Kilda Board of Directors​

Archived link to article
By saints.com.au
Mar 20, 2025, 10:17 am

250320-Sally-Macindoe.jpg


St Kilda Football Club is excited to welcome Sally Macindoe to its Board of Directors.

A highly respected planning and environment lawyer, Macindoe brings an impressive 35 years of experience helping clients navigate major development and infrastructure projects including within the government, education, and health sectors.

A consultant and former partner and Chairman of Norton Rose Fulbright Australia, Macindoe has held board positions at some of the country’s most well-known institutions. Most recently, she served as Vice President of the Melbourne Cricket Club and Chair of the MCC Foundation Limited, following her role as a director of the Melbourne Recital Centre.

A longtime Saints fan and mother of two, Macindoe is passionate about supporting women in sport and business. She co-leads the Victorian Chapter of the Minerva Network, a national initiative that mentors and empowers elite female athletes, and has previously been involved in St Kilda’s AFLW mentoring program.

St Kilda President Andrew Bassat welcomed Macindoe’s appointment.

“We are very pleased to have Sally join the Board of St Kilda Football Club,” Bassat said. “Her depth of experience and leadership will be an asset to both the board and the wider club.”

Macindoe said she was honoured to step into the role and was excited for what’s ahead.

“It’s a real privilege to be part of this club in such a meaningful way,” Macindoe said. “My family and I have been devoted Saints members for years and I can’t wait to contribute to the club’s journey as we push towards our next premiership.”
 
Good news that we’ve got the Bas dog until end of 2028 if my maths and interpretation is correct
My read is that it has to be approved by majority vote in December although I only skimmed through it.

Its the correct course of action in my view, it would get my vote.
 
Looks like we’ve paid off $1.5 million of outstanding debt which is a nice result.

Only three more years and we’ll have fully paid off the remaining $4.5 million.
I dont think we should be doing this

Inflation has kicked in so much i think we'd have been better off investing that money and finding revenue streams outside of football. Especially since we dont actually own the land moorabbin is on.

The debt is manageable. Its small. We should be instead finding ways to offset the moorabbin depreciation.
 
Rather than have a 4th and final for directors, I'd be happy with:

"from the end of a third consecutive term onwards, a director may be appointed for unlimited further 3 year terms but only with the unanimous approval of the Board and subject to election by Members at the Annual General Meeting at their 3 year term expiration".

Doesn't shackle the board from losing someone that is doing a good job and has the passion to continue that way....

or if they are not and need a nudge out then that two point criteria would be enough for the person to avoid being humiliated i reckon and leave of their own volition.
 
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I dont think we should be doing this

Inflation has kicked in so much i think we'd have been better off investing that money and finding revenue streams outside of football. Especially since we dont actually own the land moorabbin is on.

The debt is manageable. Its small. We should be instead finding ways to offset the moorabbin depreciation.

From memory the debt facility expires at the end of 2026 so maybe there’s pressure to start repaying it.
 
Re Bassat's tenure:

This question is often asked, so I'll try to put the answers in one place.



StFly's response [post #74]:

Extended to 2026 as technically could have been removed at last years AGM but was fully endorsed for a fourth term by all sitting members.

So for appetite, I'd say yes.
For rewriting, not required, as if board is unanimous, president can continue.


Saints Governance [post #75]

As best as we can understand the constitution: Bassat is in his final term, but may re-stand for his position on the board when it expires in 2026, if the rest of the board members are happy for him to do so.

He could then offer himself as a presidential candidate, as all sitting board members are eligible to do so.

Jack Rush is an example of somebody now in his fifth term on the board (instead of the three-term limit), as he has been endorsed by all sitting members of the board (the requisite to go beyond three terms) to continue each time his tenure has expired.


And also from Saints Governance [post #72]


OCTOBER 2024 UPDATE (this news is from last week but is being added for posterity to the thread)

St Kilda Football Club has appointed Michael Borsky KC to the club’s Board.

Borsky appointed to Saints’ Board of Directors


www.saints.com.au

Borsky appointed to Saints’ Board of Directors

Saints welcome Michael Borsky KC.
www.saints.com.au
www.saints.com.au

St Kilda Football Club has appointed Michael Borsky KC to the club’s Board.

Borsky’s legal reputation is first-class. As King's Counsel, he acts for and against government, leading corporations and major sporting clubs, in superior courts, Royal Commissions, tribunals and in a wide range of appeals.

The lifelong Saints fan is one of the country’s top litigators, but also has corporate experience in strategy and finance, having worked with McKinsey & Company, international management consultants, as well as in computer software engineering at Aladdin Knowledge Systems Ltd.

Borsky, whose appointment is subject to regulatory approvals, is a part-time member of the Australian Takeovers Panel and has served as a member of the National Competition Council and as a director of the St Kilda Legal Service, which provides pro bono assistance to vulnerable and disadvantaged members of the local community.

“We are delighted to welcome Michael to the Board of St Kilda Football Club,” President Andrew Bassat said. “Michael’s impressive professional history, paired with his great knowledge of and passion for the club will no doubt enhance our Board greatly.

This will take the current board to 10, the largest possible board we can have in accordance with our Constitution. This means there can be no more arbitrarily-appointed board members; unless a vacancy occurs (such as an early retirement), the only method to join the board will be via an AGM.

Existing Director Jason Blake is expected to submit himself for re-election (for his second term) in accordance with the rotational requirements under the Club’s rules.

Retiring Director Dean Anderson is not eligible to extend his stay on the board under ordinary requirements (having served his maximum of 3x3 year terms) but is eligible to extend his stay on the board if it is unanimously endorsed by all board members that he continues.



The last para about Dean Anderson seems to sum up the situation that would apply to AB.

Noting Andrew's comments in the recent Jackson Warne podcast, when the discussion arose about who wanted to nominate for the presidency, everyone else took 3 steps back, so he was left to take the role. Given the apparent lack of willingness of the other board members and the way in which he now embraces the role, I think Bassat will likely stay around to see the job through.
The consitution clearly states a president can't do more than 6 consecutive years without approval of members. He should never have been president in 2025 without a vote.
 
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The consitution clearly states a president can't do more than 6 consecutive years without approval of members. He should never have been president in 2025 without a vote.

This kinda just shows that you have misinterpreted really. It says no such thing as these terms are defined.

Director is a member of the board.
Member is a member of the company.
Voting member is a member that has rights to vote (ordinary and life members are here, also things like social club, junior).

President is a director.
President is a position elected by the board.
'Voting' members do not hold any scope whatsoever, to elect a president in any capacity as part of the company.
Andrew Basset was not up for re-election as a director.

Read the notices in the OP and you will see where a director gets listed as "is being appointed" or "is retiring" and you will then see gaps as directors and those up for re-election at the AGM per said notices of. This shjould currently anyway be netween 5 and 10 directors.

You're then looking at section 10 for president, vice and co appointing circumstances in constitution.

Keep in mind for upcoming AGM in December this year; constitution is up for amendment. This is also why READ THE NOTICE OF AGM if you intend to go and be a voting member to impact anything as far as the company is concerned.
 

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This kinda just shows that you have misinterpreted really. It says no such thing as these terms are defined.

Director is a member of the board.
Member is a member of the company.
Voting member is a member that has rights to vote (ordinary and life members are here, also things like social club, junior).

President is a director.
President is a position elected by the board.
'Voting' members do not hold any scope whatsoever, to elect a president in any capacity as part of the company.
Andrew Basset was not up for re-election as a director.

Read the notices in the OP and you will see where a director gets listed as "is being appointed" or "is retiring" and you will then see gaps as directors and those up for re-election at the AGM per said notices of. This shjould currently anyway be netween 5 and 10 directors.

You're then looking at section 10 for president, vice and co appointing circumstances in constitution.

Keep in mind for upcoming AGM in December this year; constitution is up for amendment. This is also why READ THE NOTICE OF AGM if you intend to go and be a voting member to impact anything as far as the company is concerned.
Yes it does.
10.3 The Board of Directors shall be constituted by the President, one or two Vice
Presidents and other Directors in office at the relevant time provided that the Board
does not consist of more than the maximum number of Directors determined by the
Board. The Board shall elect from amongst its number the President and one or two
Vice Presidents, provided, however, that a Director who has served as President for a
total of 6 consecutive years is not eligible for re-election as President at any time
during the 3 years immediately following the end of their tenure without the prior
approval of Members by special resolution.

They were hoping no one knew about it so they didn't do vote last year. However I mentioned this multiple times on the club's social media pages and I guess it made them realise that people knew and it forced their hand.
 
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Yes it does.
10.3 The Board of Directors shall be constituted by the President, one or two Vice
Presidents and other Directors in office at the relevant time provided that the Board
does not consist of more than the maximum number of Directors determined by the
Board. The Board shall elect from amongst its number the President and one or two
Vice Presidents, provided, however, that a Director who has served as President for a
total of 6 consecutive years is not eligible for re-election as President at any time
during the 3 years immediately following the end of their tenure without the prior
approval of Members by special resolution.


They were hoping no one knew about it so they didn't do vote last year. However I mentioned this multiple times on the club's social media pages and I guess it made them realise that people knew and it forced their hand.

A question if I may, we're you attending the 2024 AGM in person?
 
I dont think we should be doing this

Inflation has kicked in so much i think we'd have been better off investing that money and finding revenue streams outside of football. Especially since we dont actually own the land moorabbin is on.

The debt is manageable. Its small. We should be instead finding ways to offset the moorabbin depreciation.
That's a fair point, but the debt is a hammer that’s been used to bash us for a long time. I reckon it should be wiped out if it's possible to do both.
 
That's a fair point, but the debt is a hammer that’s been used to bash us for a long time. I reckon it should be wiped out if it's possible to do both.
i think we are going through a cycle of paying down a bit of the debt... turning on bad times on field... accumulating debt... then rinse and repeat

i think loading up on assets and keeping the debt at a manageable level is the quicker way of us getting out of the mess. worth noting RSEA park will depreciate so having income streams outside of footy for assets that appreciate is only going to help us. assets have increased in australia massively over the last 25 years. even in the last 5 since covid. we could quite quickly see the asset growth out pace our debt.

especially if we can build that asset pool high enough over 20 years that could put us in a position to buy out the land at moorabbin or buy our own land etc. or atleast use it as leverage to keep the lease low.
 
i think we are going through a cycle of paying down a bit of the debt... turning on bad times on field... accumulating debt... then rinse and repeat

i think loading up on assets and keeping the debt at a manageable level is the quicker way of us getting out of the mess. worth noting RSEA park will depreciate so having income streams outside of footy for assets that appreciate is only going to help us. assets have increased in australia massively over the last 25 years. even in the last 5 since covid. we could quite quickly see the asset growth out pace our debt.

especially if we can build that asset pool high enough over 20 years that could put us in a position to buy out the land at moorabbin or buy our own land etc. or atleast use it as leverage to keep the lease low.

It would be great if we had the good fortune of the dogs to get a massive valuable piece of land from the state government for free. Personally I think the club needs a large event/function space like Collingwoods glasshouse to make sure Linton street makes money.
 

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Saints News St Kilda FC: Governance Thread - Board and Committee

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