NSWCCL Annual General Meeting 2018

The 55th Annual General Meeting of the NSW Council for Civil Liberties (NSWCCL) will be held at 6pm, Thursday 25thOctober 2018 in the City of Sydney Council Chamber at Sydney Town Hall. 

Members are encouraged to come along to the Sydney Town Hall and participate in this important general meeting of the Council.

AGM Business 

  • Confirm the minutes of the 2017 AGM. 
  • Receive the Executive’s report on the year’s activities and financial position.  
  • Financial members will discuss and decide on proposed special resolutions updating the NSWCCL Constitution.  (See below for details of the resolutions.) 
  • Financial members will discuss and decide on a number of proposed NSWCCL policies (click here for details).
  • Financial members will elect the new Committee and Executive members to run NSWCCL for 2018/19. 

Join us in making these decisions and stay for a drink and catch-up with other members after the formal business.

Nomination for Committee and Executive positions 

Nomination forms for Committee or Executive positions can be found on the NSWCCL website by clicking here. Nominees for Committee or Executive positions must have been financial members of NSWCCL for at least 3 months prior to the AGM. Nominations must be returned to the Secretary by the 18th October 2018 with signatures from both the candidate and the sponsoring member. 

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Proposed Special Resolutions for AGM Consideration 

The NSWCCL Committee recommends that the AGM approves 5 resolutions to amend the NSWCCL constitution to modernize certain provisions to be consistent with the amendments to the Model Constitution made under the Associations Incorporation Act. These amendments will:

  • limit the term of Executive officer appointments to no more than 4 consecutive years in any one office,
  • allow attendance at AGMs by approved communications technology,
  • allow for electronic as well as postal ballots,
  • include a winding up clause, and
  • require nominations to the Executive or Committee positions to have the support of two members, rather than the current one. 

The proposed changes are set out below:

1. Executive Officers’ Renewal – limited tenure provision

The proposed amendment will limit the tenure of Officers of the Council to a maximum of 4 consecutive one-year terms. The provision will apply from the 2019 AGM and will apply to current officers so that current officers will not be eligible to re-nominate for their current officer position at the 2019 AGM if their tenure in that office has reached or exceeded 4 consecutive terms.

Currently our constitution does not limit the number of consecutive terms for either ordinary members or Officers of the Council. This amendment, if approved, will align NSWCCL’s constitution with the requirement in schedule 1 of the Associations Incorporation Act 2009 (NSW) that the maximum number of consecutive terms for Officers of Committees be specified in constitutions. 

In 2012 the AGM recognised that the lack of any restriction on the number of terms an officer could be re-elected had generated problems for Executive effectiveness and approved a renewal policy in the form of a Diversity and Renewal Protocol which, among other changes, specified a maximum term of 7-10 years as generally desirable.

This protocol has not been sufficiently effective. NSWCCL’s urgent need for a fully functioning and effective executive will be assisted by a formal rule with a shorter term more in line with contemporary good governance principles and practice. 

The proposed amendment allows considerable flexibility. Executive officers can be elected for more than one 4-year term for the same position – as long as they are not consecutive terms and they can be elected to any other Executive Officer position. 

It is worth noting that 3-5 years has been the norm for length of tenure for Presidents for most of NSWCCL’s history (up to 2000).  Of the 10 presidents, 5 were for 3 years, 2 for 4 years, 2 for 5 years and 1 for 1 year.

Resolution to be moved by Dr Lesley Lynch VP NSWCCL

RESOLVED THAT pursuant to Rule 37 of the Constitution of the NSW Council for Civil Liberties the AGM approves the following amendments:

Rules 13.2 and 13.3

  • Amend rule 13.2 to apply only to each ‘Ordinary Member’ of the Committee rather than ‘each member’ of the Committee, to read as follows:

‘Each Ordinary Committee Member shall, subject to these Rules, hold office until conclusion of the Annual General Meeting following the date of the Ordinary Committee Member’s election, but is eligible for re-election.’

  • Insert new rule 13.3

‘Each Officer of the Council shall, subject to these Rules, hold office until conclusion of the Annual General Meeting following the date of the Officer’s election, but is eligible for re-election, provided that such Officer’s maximum term of office is limited to 4 consecutive annual terms in any one office.’

 

2. Increase number of members required to support Committee or Executive nominations

Currently the NSWCCL Constitution requires nomination of candidates for election as Officers or Ordinary Committee Members to be signed by one member of the Council and accompanied by the consent in writing of the candidate. This proposal will amend the Constitution to require two signatures for the nomination of both Officers and Ordinary Committee Members.

This will align our constitution with the model constitution. Schedule 1 of the Associations Incorporation Act 2009 (NSW) specifies that nominations for both ordinary members and officers should be signed by two members of the association.

While it is a little more inconvenient than NSWCCL’s current requirement of a single signatory, it will introduce a sensible and needed check in the nomination process. It will encourage discussion about the appropriateness of nominations in the context of what skills, experience and commitment is needed for the effective functioning of the Council. 

The previous additional inconvenience of getting two signatures from members is much diminished by the availability of electronic transfer of the signed nomination form.

Resolution to be moved by Therese Cochrane Secretary NSWCCL

RESOLVED THAT pursuant to Rule 37 of the Constitution of the NSW Council for Civil Liberties the AGM approves the following amendments: 

Rule 17.2

  • Amend ‘signed by a memberof the Council’ to ‘signed by two membersof the Council’, to read as follows:

’17.2 Nominations of candidates for election as Officers or Ordinary Committee Members shall be made in writing and signed by two members of the Council and accompanied by the written consent of the candidate and shall be delivered to the Secretary not less than 7 days before the date fixed for the Annual General Meeting.’  

 

3. Allow attendance at General Meetings by approved communications technology

The NSWCCL constitution allows members to be present at Executive or Committee meetings in person or ‘by any communications technology approved by the Committee’. There is no similar provision in relation to attendance at general meetings. This proposal will extend that provision to attendance at General Meetings including the AGM.

This provision is now easier to provide either by voice or video and enables easier attendance by members outside Sydney or who are away at the time of AGMs/general meetings.

The model constitution is not specific on this provision for general meetings but it does provide for general meetings being held at more than one venue and members participating by approved communications technology.

Resolution to be moved by Therese Cochrane Secretary NSWCCL

RESOLVED THAT pursuant to Rule 37 of the Constitution of the NSW Council for Civil Liberties the AGM approves the following amendments:

Rule 29.1 

  • Amend Rule 29.1 by the insertion of ‘and will include members who are present either in person or by any communications technology approved by the Committee’after ‘general meeting’, to read as follows:

‘25 members shall constitute a quorum for a general meeting and will include members who are present either in person or by any communications technology approved by the Committee.’

  • Amend Rule 29.3 by the insertion of and will include members who are present either in person or by any communications technology approved by the Committee’after ‘quorum’, to read as follows:

‘If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting the members present being not less than 15 shall constitute a quorum and will include members who are present either in person or by any communications technology approved by the Committee.’

  • Insert a new rule 29.14 as follows:

‘A member of the Council who participates in a general meeting using communications technology approved by the Committee is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

 

4. Insert winding up provision

The model constitution includes a provision that requires all assets to be transferred to an organisation with similar aims when an association is wound up.  The NSWCCL constitution has no reference to this. The wording suggested below is the same wording as contained in the model constitution.

Resolution to be moved by Therese Cochrane Secretary NSWCCL

RESOLVED THAT pursuant to Rule 37 of the Constitution of the NSW Council for Civil Liberties the AGM approves the following amendments:

Rule 32A

  • Inserta new rule 32A:

‘Distribution of property on winding up of the Council

(1)   Subject to the Act and the Regulations, in a winding up of the Council, any surplus property of the Council is to be transferred to another organisation with similar objects and which is not carried on for the profit or gain of its individual members.

(2)   In this rule, a reference to the surplus property of the Council is a reference to that property of the Council remaining after satisfaction of the debts and liabilities of the Council and the costs, charges and expenses of the winding up of the Council.

 

5. Allow for electronic as well as postal ballots

Rule 39 only allows for postal ballots to determine issues or proposals. It is proposed to update this to allow for electronic ballots. Please note that the prohibition on proxies at general meetings (rule 29(4)) remains in force.

Resolution to be moved by Therese Cochrane Secretary NSWCCL

RESOLVED THAT pursuant to Rule 37 of the Constitution of the NSW Council for Civil Liberties the AGM approves the following amendments:

Rule 39

  • Amend rule 39:

Insert “or electronic” after ‘postal’ in the rule, to read as follows:

‘The Council may hold a postal or electronic ballot conducted in accordance with the Associations Incorporation Regulation 2016to determine any issue or proposal (other than an appeal under rule 12).’

  • Amend the title of the rule to read “Ballots”.

 

WHEN
October 25, 2018 at 6pm - 9pm
WHERE
City of Sydney Council Chamber, Sydney Town Hall
Sydney 2000
Australia
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