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2019 AGM

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NOTICE OF 2019 ANNUAL GENERAL MEETING

 

The ANNUAL GENERAL MEETING of the TAMWORTH & DISTRICT CHAMBER OF COMMERCE AND INDUSTRY (Trading as Tamworth Business Chamber and Tamworth Junior Chamber) ACN 000 482 093 will be held:

 

on:                   Thursday, 21st November 2019

at:                    6pm

location:           Wests (West Leagues Club) Phillip Street, Tamworth NSW 2340

 

AGENDA

 

  1. Opening

 

  1. Apologies

 

  1. Member Presentations

 

  1. JobLink Plus

 

  1. Minutes of the previous AGM held on Tuesday 20th November 2018; business arising from the Minutes

 

  1. To receive and consider:

 

  1. The President's Report
  2. The Treasurer’s Report
  3. The Financial Statements
  4. The Auditor's Report

 

  1. To announce incoming Directors on the Board of Directors

 

  1. Special Business - Special Resolution to Amend the Constitution

 

  1. General Business

 

  1. Conclude Meeting

 

SPECIAL RESOLUTION

 

Notice is hereby given pursuant to section 249L(1) of the Corporations Act 2001 (Cth), that at the general meeting of members on 21 November 2019, it is intended that the following be proposed as a special resolution:

 

THAT the Constitution of the Tamworth & District Chamber of Commerce and Industry be amended as follows:

 

  1. Amend section 3.2, which currently reads: “In addition a candidate for membership shall be nominated by one Member in writing and shall sign and forward to the Secretary an application form to be determined by the Board.” To read:

 

“In addition a candidate for membership shall forward to the Chamber an application form to be determined by the Board.”

 

  1. Amend section 4.3, which currently reads: “Every applicant to be a Business Member must:… 4.3.2 submit a nomination form to the Chamber;” To read at 4.3.2:

 

“submit an application form to the Chamber; and”

 

  1. Amend section 10.1, which currently reads: “The Chamber must establish and maintain a register of Members specifying the name and postal or residential address of each person who is a Member, together with the date on which the Person became a Member.” To read:

 

“The Chamber must establish and maintain a register of Members specifying the name and postal, residential, or email address of each person who is a Member, together with the date on which the Person became a Member.”

 

  1. Amend section 16.2, which currently reads: “Each Director shall hold office for 2 years.” To read:

 

“Each Director shall hold office for 3 years.”

 

  1. Amend section 16.5, which currently reads: “Each Director of the Board is, subject to this Constitution, to hold office until the conclusion of the AGM following the date of the Director's election, but is eligible for re‑election.” To read:

 

Each Director of the Board is, subject to this Constitution, to hold office until the conclusion of the AGM 3 years following the date of the Director's election, but is eligible for re‑election.”

 

  1. Delete section 16.6 which currently reads: “The Directors to retire in any year shall (subject to the provision as to filling casual vacancies) be those who have been longest in office since their last election. As between persons who became Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.  In such case, the order for retirement shall be the order in which the names are withdrawn.”

 

  1. Section 16.7 becomes 16.6.

 

  1. Amend 18.8 which currently reads: “The quorum for Board meetings shall be a majority plus one of the total numbers of Directors at the time of the meeting.” To read:

 

“The quorum for Board meetings shall be 5 or more Directors in attendance at the meeting.”

 

  1. Amend 29.10 which currently reads: “A poll duly demanded or required in accordance with clause 28.8 on a matter other than the election of a Chairperson or the question of an adjournment must be taken when and in the manner the Chair directs.” To read:

 

“A poll duly demanded or required in accordance with clause 29.9 on a matter other than the election of a Chairperson or the question of an adjournment must be taken when and in the manner the Chair directs.”

 

  1. Amend 29.7 which currently reads: “If a meeting is adjourned pursuant to clause 28.6 and subsequently held…” To read:

 

“If a meeting is adjourned pursuant to clause 29.6 and subsequently held…”

 

  1. Amend 30.2.1 which currently reads: “minutes of a meeting of the Chamber or the Board are signed within a reasonable time after the meeting by the Chairperson of the meeting…” To read:

 

“minutes of a meeting of the Chamber or the Board are signed, either by hand or electronically, within a reasonable time after the meeting by the Chairperson of the meeting…”

 

  1. Amend 30.2.2 which currently reads: “minutes of the passing of a resolution without a meeting are signed by a Director within a reasonable time of the date on which the resolution is passed.” To read:

 

“minutes of the passing of a resolution without a meeting are signed, either by hand or electronically, by a Director within a reasonable time of the date on which the resolution is passed.”

 

  1. Insert Clause 38 as follows:

 

  • Not-for-profit

 

38.1                 Chamber must not distribute any income or assets directly or indirectly to its members, except as provided in clause 38.2.

 

38.2                 Clause 38.1 does not stop Chamber from doing the following things, provided they are done in good faith;

 

  • paying a member for goods or services they have provided or expenses they have properly incurred at fair and reasonable rates or rates more favourable to Chamber, or;

 

  • making a payment to a member in carrying out Chamber’s purpose(s).

 

 

EXPLANATORY MESSAGE TO MEMBERS

 

The amendment is suggested in order to facilitate more efficient operation of the board and the constitution for the benefit of its members.  It is furthermore necessary to amend some drafting errors contained in the original constitution ratified on 24 November 2016.  This Explanatory Message to Members nor any documents annexed to it are not to be taken in any way as affecting the wording of the proposed amendments to the Constitution, but is provided to inform members of what is proposed and to draw attention to particular matters.

 

 

 

PROXY VOTES

 

If you cannot attend, you may cast your vote on the above special resolution by appointing a proxy to vote on your behalf.  A proxy must be a Member who is entitled in their own right to vote at the AGM. If a member is entitled to cast 2 or more votes, the member may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Please email proxy appointments to executiveofficer@tamworth.org.au. Please note the right to vote by proxy applies only to the special resolution described above, and does not include the election of the board of directors.

 

For any inquiries please email: executiveofficer@tamworth.org.au or call the chamber office on (02) 6766 4810.

 

INFORMATION RELEVANT TO THE ANNUAL GENERAL MEETING

AND CHAMBER ORGANISATION

           

  1. Business Members may submit items of business and notices of motion which they wish to have included in the business of the AGM. All such items of business and notices of motion must be in writing and received by the Secretary at least 21 days prior to the date fixed for the AGM, that date being 31 October 2019.
  2. Nominations for election to the Board close 31 October 2019 (21 days prior to the date fixed for the AGM) and Board Nominations must be delivered to the Secretary on or before that day. Board Nominations must be in writing in the form prescribed by the Board and signed by at least 2 Business Members. (Clause 17.1 & 17.2)
  3. Each candidate for election shall be entitled to provide a business profile. (Clause 17.5.5)
  4. Should an election be required, a list of the candidates' names in alphabetical order, with the proposers' and seconders' names, shall be posted on the Chamber's website in a conspicuous place for at least 14 days immediately preceding the AGM. (Clause 17.5.1)
  5. Balloting lists shall be prepared (if necessary) containing the names of the candidates only in alphabetical order. Each member eligible to vote shall be entitled to vote for any number of such candidates not exceeding the number of vacancies. (Clause 17.5.4)
  6. The Election Committee shall as soon as practicable issue by post, electronic means or otherwise to each Business Member whose Membership Fees for the current financial year of the Chamber is paid, 1 ballot paper (and candidate's information) initialled by the Presiding Officer, together with an envelope (if required) addressed to the Election Committee. (Clause17.5.6)
  7. In the case of an electronic ballot (or for those voting electronically), the Election Committee will provide a specific, confidential and secure email address to which completed electronic ballot papers can be sent and retained under the control of the Election Committee. (Clause17.5.8)
  8. The ballot shall close 12 midday 2 days preceding the day of the AGM (on 19 November 2019 at 12pm).
  9. The Election Committee, together with such other scrutineers as may be appointed by the Board shall thereupon proceed to count the votes and shall report the result to the President who shall (at the AGM) declare the candidates who have received the largest number of votes duly elected Directors. (Clause 17.1.2 and Clause 17.5.1)

 

For any inquiries please email: executiveofficer@tamworth.org.au or call the chamber office on (02) 6766 4810.