Notice is given that a Special General Meeting of AAC Falls Creek Inc will be held:
DATE: Tuesday, 13 April, 2021
VENUE: via Zoom videoconference
TIME: 7:30 pm – Special General Meeting to commence
RSVP by Friday 9 April 2021 is essential
2. Update the Rules of Association
Special Resolutions to be voted on
A. That the proposed changes to replace the term President with Chairperson be adopted
B. That the proposed changes to better support videoconference annual general meetings be adopted
C. That the proposed change to update the means of giving notice be adopted
D. That the proposed change to the example age for a progressive debenture/joining fee payment be adopted
Preparation and conduct of this special general meeting
• The meeting may only address items on this notice.
• If you will be attending the meeting, please prepare in advance. Install Zoom on your computer, tablet or phone and use Zoom’s facilities to test that your audio and video are working. If you have a headset with microphone, please use it to reduce background noise.
• Please keep your mic muted during the meeting unless the chairman recognises you to speak. The chairman or his assistant may mute you if necessary. We prefer having all cameras active during the meeting but you may be asked to “mute” cameras if there are difficulties.
Jenny Hughes (Secretary)
C/- ProAcct Advisors & Accountants Pty Ltd
PO Box 140 BALWYN VIC 3103
Phone: (03) 9880-9600
Note: The AGM is planned for Tue 18 May.
Explanation of Proposed Changes
Why do we need to change the Rules?
Elections for committee members have rarely been required. When the Rules of Association (aka the constitution) were updated in 2014 to comply with new legislation for Incorporated Associations, we simply adopted the default election procedure from the Model Rules provided by government. Our focus at the time was more on ensuring that our membership and debenture provisions were properly included in the new Rules.
In 2019 and 2020, however, the club was in the fortunate position of having more willing candidates than positions to fill. The election in 2019 showed some weaknesses in the procedure laid down in the rules. In 2020 the AGM was held as a video conference. It became clear that while the Rules allowed for members to attend the AGM and vote using technology, this was not well supported by some of the other rules pertaining to AGMs and elections.
The videoconference AGM was very successful, allowing members to participate who had previously been unable to attend in person. The Committee has determined that even after the pandemic has subsided, AGMs should encourage remote attendance. Accordingly the Rules should be revised to explicitly include measures that were beneficial in the running of an AGM that includes members attending via technology. After reflecting on the ballot process for videoconferences it became clear that further improvements to the process should be considered in future, such as the possibility of using preferential voting. The proposed rule changes address all these considerations and should be treated as a group.
While reviewing the Rules, some other minor items were identified that we would like to update.
Summary of the proposed changes
The specific changes proposed are detailed in aacfallscreek.com/pdf/SGM2021/Detail_of_Proposed_Changes.pdf .
The current Rules of Association can be found at aacfallscreek.com/xDocs/rules/rules2014.pdf .
Improve support for video conference AGMs
Rule 40 Use of technology
- Allow modified procedure where a video conference or similar is used for a meeting
Rule 43 Adjournment of general meeting
- Allow adjournment if there are serious technology problems
Rule 35 Annual General Meetings
- Allow election of committee and possibly some resolutions to be voted on before the AGM. Allow finalisation of results after the meeting closes.
- Allow a deadline for proxies prior to a meeting so proxy voting is efficient during a videoconference, including validation of the proxies
Rule 57 Nominations
- Allow for a deadline for nominations prior to the AGM so that a ballot can be organised if required
Rule 59 Ballot
- Allow for a ballot process other than the simplistic paper process that was in the model rules
- The new wording provides scope for a ballot to be held before the AGM, with announcement of the results at the AGM, or possibly soon after the AGM. There is also scope to move to preferential voting without mandating it
Rule 39 Proxies
- Allow for a situation where there is a direct ballot of members and proxy votes will not be used
Rule 46 Determining whether resolution carried
- Allow for electronic equivalent of a written poll in a videoconference
Other proposed changes
In revising the Rules, we also identified a number of minor changes that would be beneficial
- Use the term Chairperson rather than President (numerous occurrences throughout the Rules)
- Remove faxes as a means of giving notices and make allowance for direct electronic messaging such as SMS (Rule 80 Notice Requirements)
- Change an example of when junior membership payments may be due from 17 to 18 to reflect our current practice. It is only used as an example so this is not essential, but it would be clearer (Rule 12 Debentures)