The 59th Annual General Meeting of the New South Wales Council for Civil Liberties (NSWCCL) will be held electronically at 6pm on Wednesday 26th October 2022, in accordance with Article 29(1) of the Constitution and as approved by the Committee.
The AGM will be broadcast online via Zoom video conferencing. The procedure for voting at the AGM is set out below.
Members can join us on zoom to catch up on the activities of NSWCCL over the last year, participate in the election of the NSWCCL Executive and Committee for 2022-23, and vote on the attached constitutional amendment which would permit NSWCCL to be eligible to make an application to Treasury to be listed as a deductible gift recipient (DGR).
The procedure for voting at the AGM and all other motions to be considered will be distributed with the Agenda and papers at least 14 days prior to the AGM so that members are ready to vote and to do so electronically.
AGM Business
- Confirm the minutes of the 2021 AGM.
- Receive the Executive’s reports on the year’s activities and financial position.
- Financial members will discuss and decide on a number of proposed NSWCCL policies (details will be distributed in a later notice and available on the event page).
- Financial members will elect the new Committee and Executive members to run NSWCCL for 2022/23.
Join us in making these decisions.
(Note only financial members of the NSWCCL are able to vote on any of the above issues or additional issues).
Notice of Special Resolution
The special resolution seeks AGM approval for amendments to the NSWCCL Constitution.
1. Proposed Special Resolution for AGM Consideration – Compliance with Treasury requirements
The NSWCCL Committee recommends that the AGM approves a resolution to amend the NSWCCL Constitution to comply with Treasury requirements for DGR listing. As part of that application and the requirement to be a not-for-profit organisation, certain clauses in the Constitution will require amendment to state that there will be no distribution to members, either in the course of the objects or on the winding up of NSWCCL.
The reasons for the proposed changes and the specific amendments are set out below.
It is the executive’s view that the changes required make no material change to the operation of the organisation and will simply approve the prospects of our application for DGR status.
2. Background
Although NSWCCL has been in operation since 1963, DGR status has never been obtained. It was believed that our political activities precluded us from obtaining that endorsement. The overall objective is to improve our financial standing by attracting funding to support and enhance the activities and influence of NSWCCL.
Currently, the NSWCCL income supports a small number of professional and administrative support staff, and the vast bulk of the work is done by volunteers. It would be an advantage if fundraising was on a tax-deductible basis. Currently, none of the various individual CCL bodies have DGR status, and therefore donations to them are not tax deductible. If NSWCCL achieves DGR status, it would be more attractive for individuals to donate to the civil liberties movement, and it would also enable donations from grant makers and philanthropic bodies that can only give funds to DGRs.
NSWCCL sought pro bono legal advice to:
- Confirm that CCL doesn’t fall within the existing categories and would have to be listed by name in the Income Tax Assessment Act.
- that a formal application needs to be made to Treasury.
- investigate the appropriate type of DGR, 1 or 2, which would provide us with the donations we want to attract.
- determine whether we should register as a charity with ACNC as a first step and you will also guide us through this process.
Written advice was received dated 24 June 2022. Following a further meeting between representatives of our pro bono firm and representatives of the NSWCCL executive, namely Josh Pallas, Stephen Blanks and Michelle Falstein, it was determined that NSWCCL should seek specific listing by the Treasury in the “other recipients” category under section 30-105, subdivision 30-B of the Income Tax Assessment Act 1997.
The advice received from our pro bono firm suggested that registration as an ACNC charity was an easier pathway to a successful application to Treasury for DGR status. However, ACNC registration is not mandatory to seek DGR endorsement. The proviso is that “if the entity is not an ACNC registered charity” it must explain why it is “unable to register as a charity”.
The Executive considered that for the following reasons, ACNC registration would not be sought prior to making an application to the Treasury:
- The objects of the Council would have to be amended to include “charitable purposes”.
- A perceived issue arises in having to satisfy the “benefit to public test” for ACNC registration. The NSWCCL legal structure and name infers its purposes are aimed at protecting the liberties of those living in NSW. However, the objects refer to persons in “Australia and its Territories”.
- NSWCCL is assured that there are no “disqualifying purposes” for ACNC registration, by way of its political activities. However, NSWCCL has advocated against recent regulations which allow the ACNC to deregister an organisation if it “reasonably believes” its members are likely to commit a summary offence. As a matter of principle, it is considered that NSWCCL should not seek ACNC endorsement.
The Executive, accepting the advice of the law firm engaged, recommends that to assist in an application to Treasury, the Constitution should be amended to provide amendments to the Constitution which prohibit distributions to members.
3. Justification for amending the not-for-profit clauses
NSWCCL must demonstrate that it is a not-for-profit organisation that does not operate for profit, personal gain or benefit of particular people. This should be proven through having particular not-for-profit clauses in the NSWCCL Constitution and NSWCCL being able to demonstrate it follows these not-for-profit clauses.
The suggested changes are uncontroversial and, in fact, reflect the way that the organisation has indeed operated. Most incorporated civil society organisations have similar rules which enable those organisations to comply with the requirements of DGR endorsement and receive the benefits that flow from that status. The changes bolster the existing good governance provisions in the Constitution.
4. Current Rules
The not-for-profit clauses that are currently in NSWCCL’s Constitution are as follows:
(1) Rule 32(1) – which requires the funds of NSWCCL to be used only in pursuance of the objects of the organisation;
32 Funds – Management
1) The funds of the Council shall be used in the pursuance of the objects of the Council in such manner as the Committee determines.
(2) Rule 32A 1)– which states that, in the winding up of NSWCCL, any surplus property of NSWCCL remaining after satisfaction of the organisation’s debts and liabilities shall be transferred to another organisation with similar objects.
32 A) 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.
5. Resolutions
RESOLVED THAT pursuant to Rule 37 of the Constitution of the NSW Council for Civil Liberties the AGM approves the following amendments:
(1) Rule 32 Funds – Management
Amend Rule 32 1) as follows:
1) The assets and funds of the Council shall be used solely in the pursuance of the objects of the Council in such manner as the Committee determines. However, no portion shall be distributed directly or indirectly to the members of the Council except as genuine compensation or services rendered or expenses incurred on behalf of the Council.
(2) Rule 32A –Distribution of property on winding up of the Council
Amend Rule 32A 1) as follows:
2) 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 purposes, and which is not carried on for the profit or gain of its individual members and has rules prohibiting the distribution of its assets and income to its members.
Introduce Rule 32A 3) as follows:
3) If the Council is endorsed as a deductible gift recipient by the Commissioner of Taxation or is specifically listed as a deductible gift recipient under Division 30 of the Income Tax Assessment Act 1997 and such status or listing is revoked or the Council is wound up, the Council must transfer to another organisation which is endorsed as a deductible gift recipient as determined by the members of the Council any surplus property of the Council representing:
- gifts of money or property made for the principal purpose of the Council;
- contributions made in relation to an eligible fundraising event held for the principal purpose of the Council; and
- money received by the Council because of such gifts and contributions.
6. Timing
Resolution: It is proposed that these amendments become operational as soon as practical after the conclusion of the 2022 AGM.
Nomination for Committee and Executive positions
Nomination forms for Committee or Executive positions can be downloaded 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 5pm 19 October 2022.
Instructions for participating in the AGM
- To access the NSWCCL Annual General Meeting via Zoom, please register in advance
Registration prior to the AGM is essential to protect the security of the meeting and validate your membership. - A Zoom link/information will be automatically sent to you when you register. Please retain this as it will be required to enter the AGM. If possible, please add the meeting details to your calendar.
- To access the meeting, you will need the Zoom link/information. Zoom is accessible via your computer, smartphone, or tablet.
- Please make sure you are familiar with Zoom prior to the AGM.
- On the date of the AGM, Members must log into the meeting using the Zoom link. It is recommended that Members log-in 10 minutes prior to the start of the AGM to ensure Members can be verified and enter the AGM without delay. A moderator will grant entry into the AGM meeting from the ‘waiting room’ just prior to the commencement of the meeting. Please be patient if this does not happen immediately.
- Members should use their full name when logging into the meeting via the Zoom link so that they may be appropriately addressed if the Member asks a question. Your name can be edited by logging into zoom.us and editing your profile's Display Name:
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Only eligible Members are able to vote at the AGM. To vote, the Chair will ask that you raise your hand virtually. To raise your hand virtually, click on "Reactions" at the bottom of the screen and click on the small icon in the shape of a hand.
- Members will be invited to ask questions at the conclusion of the presentation.
- To speak at the AGM the President will call your name and the moderator will unmute you. After your question is discussed, you will be muted again.
- This AGM will be run similar to a webinar therefore your microphone is automatically muted.
- Technical support cannot be provided to individual Members during the AGM; any questions or testing must be facilitated prior to the commencement of the meeting.
Questions prior to the AGM can be directed to the Secretary, Sarah Baker email: [email protected]
