Pride Constitution Draft

Document: Draft company constitution for Pride of our Footscray Ltd Author: Mat O’Keefe (original draft) Reviewer: Maggie O’Keefe (tracked changes and comments, 29 September 2025) Effective Date (stated): 22 October 2025 Status: DRAFT — not yet adopted. Contains unresolved reviewer comments.

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Key Facts

• The constitution names the entity as “Pride of our Footscray Ltd (A.C.N. 618 613 095)”, described as an unlisted Australian public company, limited by shares, registered 5 May 2017 — source: Section 1
• ⚠️ UNVERIFIED: This ACN (618 613 095) differs from the ABN on the wiki’s entity page (33 621 811 372, implying ACN 621 811 372). These may be two separate entities (holding company + operating subsidiary). Requires ASIC register verification.
• ~200 shareholders hold 662 shares, all Class A with equal voting and dividend rights (1 vote per share) — source: Sections 1, 4
• Mat O’Keefe designated “Remaining Founder” with entrenched rights: right to remain director while holding shares, right to appoint up to 2 directors, board quorum requires his presence or his appointee — source: Sections 11, 12
• Monique Anderson designated “Pillar Member” (Maggie’s amendment from “Key Employee”), entitled to remain director while holding shares, director since 1 September 2025 — source: Section 11.4
• Board composition: 3–7 directors, independent directors appointed by shareholder resolution with nomination + seconding process, non-founder/non-pillar directors up for election every 2 years — source: Section 12
• Share classes defined: Class A (voting + dividend), Non-Voting (dividend only), other classes at board discretion — source: Section 4
• Share transfer at holder’s discretion; company reserves buy-back right for shareholder misconduct (requires majority shareholder vote) — source: Sections 4, 6
• 75% drag-along provision: if 75% of shareholders agree to sell, all must sell on same terms — source: Section 4.3
• Dividends at board discretion, subject to all creditors and employee entitlements being fully paid, profit in relevant FY, and consistency with vision — source: Section 8
• Annual reporting obligations: financial statements, venue activities, community/arts engagement summary, workforce profile including award wages and super — source: Section 9
• Dispute resolution: mediation → arbitration → litigation, following Resolution Institute Mediation Rules — source: Section 10
• Reserved matters (require consent of majority of Original Shares AND Remaining Founder): amend constitution, issue new shares, sell substantial assets/IP, change company name/brand/vision, appoint or remove directors — source: Section 11.1
• Special resolutions require 75% of votes: adopt/modify/repeal constitution, change company name, convert company type, reduce share capital, wind up — source: Section 7.4
• Corporations Act 2001 (Cth) applies where constitution is silent — source: Section 13

Purpose and Vision (Section 2)

The constitution articulates the company’s purpose as establishing “hospitality, art and entertainment venues through dedicated operating subsidiaries.” The vision statement commits to: LGBTIQ+ community celebration, arts promotion, fair treatment of workers (award wages and super), fair supplier payments, diversity and inclusion (all pre-Effective Date shareholders signed a diversity pledge), responsible alcohol service, and transparent shareholder governance.

Maggie O’Keefe’s Review Comments (Unresolved)

Maggie O’Keefe provided tracked changes and comments on 29 September 2025. Key unresolved issues:

1. “wages” → “rates” for performers/contractors — accepted terminology correction (Section 2)
2. “good” → “reasonable” time for supplier payments — suggested change (Section 2)
3. Section 4.2(a) formatting — questions whether buy-back reservation should be a sub-bullet or paragraph (Section 4)
4. Dividends section ordering — suggests moving dividends before Shareholder Benefits, or adding cross-reference to Section 8 (Section 5)
5. “Key Employee” → “Pillar Member” — terminology change for Monique Anderson’s constitutional designation (Section 11.4)
6. “Original Shares” ambiguity — asks whether consent is required from holders of Original Shares or from Original Shareholders themselves (Section 11.1) — legally significant distinction
7. Buy-back inconsistency — Section 6.2 requires shareholder vote for misconduct buy-back, but Section 7.4(d) exempts misconduct buy-backs from special resolution requirement. Maggie flags this as inconsistent (Sections 6.2, 7.4)
8. Board vacancy process — asks how vacancies are determined (currently 3 of 7 seats filled = 4 vacancies), whether minimum board size triggers vacancy, and suggests fitness-to-serve checks for nominees (Section 12.6)
9. Founder acknowledgment — questions necessity of Shane Bridges and Mitchell Boothby mention in constitution (Section 11) — suggests it may be more appropriate elsewhere
10. Hyphen consistency — “buy-back” vs “buy back” inconsistent throughout (Section 7.4)

Relationship to Corporate Structure Issues

This constitution draft is relevant to several active governance discussions:

• Corporate Structure Breach — The constitution describes the entity as already being an “unlisted Australian public company.” If accurate, the s 113(1) Pty Ltd shareholder cap may not apply to the shareholding entity. Requires ASIC verification.
• Corporate Structure Reform — The constitution’s governance model (founder veto rights, reserved matters, board appointment powers) would need to be reconciled with co-operative conversion, where one-member-one-vote governance applies and no individual can hold >20%.
• Shareholder Structure and Rights — The constitution defines shareholder rights (voting, dividends, benefits, transfer, drag-along) that are currently undocumented in practice. Adoption would close the “undefined shareholder rights” gap.
• Board Composition and Meetings — The constitution formalises board structure (3–7, quorum, appointment process, 2-year terms) that currently operates informally.

Related Pages

• Mat O’Keefe — designated “Remaining Founder” with entrenched governance rights
• Monique Anderson — designated “Pillar Member” with entrenched director rights
• Maggie O’Keefe — reviewed draft constitution, legal/governance perspective
• Shareholder Structure and Rights — constitution defines share classes and voting rights
• Board Composition and Meetings — constitution formalises board structure and appointment
• Corporate Structure Breach — constitution’s entity description may affect breach analysis
• Corporate Structure Reform — constitution’s founder rights conflict with co-operative model
• Co-operative Conversion Pathway — founder veto and reserved matters must be addressed in conversion
• Governance Gaps and Risks — constitution addresses several identified gaps
• Community Ownership Narrative — constitution’s purpose/vision supports community framing