Notice of 2024 Annual General Meeting

Notice is given that the 2024 Annual General Meeting of AAC Falls Creek Inc will be held:

DATE: Tuesday, 21 May, 2024
VENUE: via Zoom videoconference and at Royal Brighton Yacht Club (253 Esplanade, Brighton)
TIME: 7:30 pm - Annual General Meeting to commence

This will also be a Special General Meeting to make some minor modifications to our Rules of Association.

RSVP by 19 May 2024 is essential

AGENDA

  1. Apologies
  2. Receive and adopt the minutes of the previous Annual General Meeting
  3. Business arising from the Minutes
  4. Correspondence
  5. Receive and adopt the Committee's Reports
  6. Receive and adopt the Profit And Loss Account and Balance Sheet as at 31 December 2023
  7. Proposed New Annual Subscription & Levy for 2025
  8. Receive and adopt the Auditor's Report
  9. Appoint an Auditor for 2024
  10. Election of the Committee
  11. Special Resolutions to change the Rules of Association
  12. A.A.C. Business
  13. General Business

Preparation and conduct of the meeting

  • To be admitted to the meeting, and to participate in the election if required, you must RSVP by email to This email address is being protected from spambots. You need JavaScript enabled to view it. by 5pm AEST Sunday 19th May. Prior to the AGM you will be sent a link to join the meeting, whether you intend to attend in person or via zoom.
  • The meeting will be kept as succinct as possible. We also need to make voting as uncomplicated as possible, while ensuring that it is done faithfully.
  • Therefore all proxies, items of general business must be submitted to the Chairperson at This email address is being protected from spambots. You need JavaScript enabled to view it. by 5pm AEST Sunday 19th May. Any proposed Motions must also be provided to the Chairperson by this date.
  • You are strongly encouraged to send any questions to the Chairperson by the same date. There will be an opportunity to submit some questions on the night but questions with notice will be more manageable with the technology.
  • Voting may be a bit laborious. Please be patient if votes need to be counted.

For Zoom attendees

  • 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.

For in person attendees

  • Please wait to be recognised by the chair before you speak. You will need to use a microphone so that you can be clearly heard by zoom attendees.

Eligibility

  • Only financial full members aged 18 and over may participate in the meeting. This includes nominating candidates for election, standing for election, voting in elections or on motions at the meeting, assigning or receiving proxies and speaking at the meeting.
  • For Proxies and Nomination forms to be valid, both nominator and nominee must be financial at the time of lodging.
  • Attendees must be financial by close of business on Monday 20th May. To be recognised as financial, any outstanding payments must be received in the club's bank account.

Election of committee members

The committee recommends that a total of 9 committee members be elected:

  • 3 executive members
  • 6 ordinary committee members.

At the committee meeting after the AGM, the committee elects members to specific positions. If a ballot is required, ballot papers will be sent to all who RSVP-ed. Completed ballot papers are to be to returned by 10pm AEST Sunday 19th May 2024. (If you RSVP after 16 May, you may not receive a ballot paper until 19 May and still need to return it by 10pm.) Results to be announced at the AGM or shortly thereafter.

If you are interested in serving on the committee, you can find out more by contacting the Chairperson or other committee members.

Nomination forms are available from the link below and must be returned by 5pm AEST Sunday 12th May 2024. If a ballot is required, you will be advised by Monday 13th May and asked to submit a short candidate statement by Thursday 16th May which will be included with ballot papers. 

At the time of this notice, all current committee members are intending to stand again this year, however some are considering retiring in 2025. 

Special Resolutions to modify the Rules of Association (our constitution)

  1. That the proposed changes to replace the provision for written polls at General Meetings with “counting of hands” be adopted
  2. That the proposed changes to improve Disciplinary hearings and appeals be adopted
  3. That the proposed changes to introduce a Conflict of Interest Register be adopted
  4. That the proposed changes to expand the Purposes of the club to explicitly include summer sports be adopted
  5. That the proposed changes to simplify wording on use of technology be adopted

An explanation of the proposed changes follows below.

Documents

 

Jenny Hughes (Secretary)
C/- ProAcct Advisors & Accountants Pty Ltd
PO Box 166 Heidelberg Vic 3084
Phone: (03) 9880-9600
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Explanation of Proposed Changes to Rules of Association

A. Summary

Incorporated Associations, of which Australian Alpine Club Falls Creek Inc is one, are governed by Victorian legislation and regulations. These are updated from time to time. There is also a set of model rules, the default constitution for incorporated associations. These reflect general good practice but clubs are free to modify them to suit their circumstances.
Ten years ago, when the regulations and model rules were last updated, we were compelled to change some of our rules to be consistent. Even where not compelled, we made some rules consistent with the model rules for the sake of simplicity.
In November 2023 the Victorian government confirmed changes to regulations for incorporated associations and changes to the model rules. Some of the model rules have changed for the better and we propose to change ours to match the improved versions
Changing the Rules can only be done at a Special General Meeting. This can coincide with the AGM with additional notice. A 75% majority is required to adopt changes to the Rules. There is also a fee (currently $413.40) from Consumer Affairs Victoria whenever we lodge changes to Rules. If changing one Rule, it makes sense to consider whether there are other beneficial changes at the same time. 

We propose making changes to

  1. Replace the provision for written polls at AGMs with “counting of hands” (and proxies). This would not change the need for secret ballots for elections.
  2. Improve provisions for disciplinary hearings and appeals, in particular to have appeals heard by an appointed subcommittee rather than general membership
  3. Introduce a Conflict of Interest Register
  4. Expand the Purposes of the club to explicitly include summer sports (eg cycling)
  5. Simplify wording on use of technology

The specific changes are detailed in aacfallscreek.com/pdf/AGM2024/Details_of_Proposed_Changes.pdf

The current Rules of Association can be found at aacfallscreek.com/xDocs/rules/Rules2021.pdf

B. Reasons for Proposed changes
1. Replace the provision for written polls at AGMs with “counting of hands” (and proxies)
The new model rules improve the provisions for running general meetings and elections with attendees using zoom etc. We identified the inadequacies the model rules about elections a few years ago and modified our rules to allow better procedures. Our rules are still generally better than those in the new model rules.
 
However, our Rule 46 talks about polls (written votes other than for an election) to be consistent with the old model rules. But the new model rules have changed this to just a count. It would be much simpler to have a count rather than require written votes. It would be very difficult to really conduct a written poll during an AGM except perhaps by SMS. Fortunately, the need for a poll rarely arises.
 
2. Disciplinary hearings and appeals
When we were compelled to add new provisions for disciplinary hearings and appeals to our rules, we adopted the model rules for those aspects with only minor changes. It always seemed problematic that all members were invited to vote at a disciplinary appeal meeting. The person appealing could probably round up supporters but it might be hard to get enough other members to participate and vote. It could be very hard to make a disciplinary ruling stick. Now the new model rules provide for an appeal subcommittee that is appointed. General members do not vote. There are also new provisions about procedural fairness.
 
We should update our rules to reflect the new model rules for disciplinary appeals, and also clarify that we can recover costs (eg extra cleaning or repairs) from a member without that being regarded as a fine.
 
The move to an appeal subcommittee would be a significant improvement and we should adopt the new model rule wording as far as feasible.
 
It would be a good opportunity to add some other grounds for disciplinary action. In particular breaching of the Equal Opportunity or Privacy policies. The club has legislated responsibilities in these areas but our disciplinary rules need to be broadened to support enforcement. E.g. Our Equal Opportunity Policy states
 
Members reasonably suspected of sexual harassment in these circumstances may be asked to terminate their stay. They may also be subject to disciplinary measures in accordance with the Rules of Association. This also applies to members whose guests sexually harass others.
 
Under our current Rules of Association, we would have to rely on “conduct prejudicial to the Association” to discipline someone for policy breaches.
 
It would also be good to clarify that recovering cost of extra cleaning or repairs is not included in the rule against fining members.
 
3. Conflict of Interest Register
It would be prudent to add the conflict of interest register provision from the new model rules. 
 
4. Expand the Purposes of the club to more explicitly cover cycling and other summer sports
There is a greater focus of ATO on non-profit status. In particular they are concerned about revenue from things not covered under the Purposes of the Association that form part of the Rules.  Explicitly adding summer alpine sports (incl cycling) to the Purposes section of the Rules of Association may strengthen our position with the proposed tax free status reporting.
 
5. Simplify wording on use of technology
While Rule 40 (Use of technology in a General Meeting) and Rule 68 (Use of technology in a Committee Meetingg) are not inconsistent with the new model rules, the new wording is a bit simpler. This is not a high priority but would be an improvement if we are changing the rules anyway
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