2017 RACT Annual General Meeting.
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the 94th Annual General Meeting of Members
of The Royal Automobile Club of Tasmania Limited will be held at the RACT/RACV
Hobart Apartment Hotel, 154-156 Collins Street, Hobart TAS 7000 on Monday 20 November 2017 commencing at 5.00 pm.
1. To confirm the Minutes of the 93rd Annual General Meeting held on 9 November 2016.
2. To receive the Annual Report and Financial Statements for the 12 months ended 30 June 2017.
3. To elect 4 members to the Board in accordance with Clause 16 of the Constitution.
The following nominations have been received:
4 Crofton Court, Huonville, Tasmania 7109
(Chartered Accountant and Company Director)
8A Romilly Street, South Hobart, Tasmania 7004
124 Alexandra Road, Ulverstone, Tasmania 7315
Sharyn von Bertouch
1666 South Arm Road, Sandford, Tasmania 7020
148 Davey Street, Hobart, Tasmania 7000
281 Sandy Bay Rd, Sandy Bay, Tasmania 7005
*Denotes Retiring Member who is eligible for re-election.
In accordance with the Club's Constitution, a Ballot for the election of four (4) members to the Board will be conducted between 9 October 2017 and 12 noon, 13 November 2017.
4. To consider and if thought fit pass as an Ordinary Resolution:
That the resolution approved by members at the Club's 2014 Annual General Meeting in relation to Directors' fees be amended as follows:
"that the total Directors' fees payable will not be increased by the percentage change in average weekly ordinary time earnings unless the Directors at a Board meeting resolve that such increase can be afforded by the Club."
Currently Directors Fees are automatically increased by the percentage change in average weekly ordinary time earnings each November. The Board believe it is prudent for there to be scope to freeze Directors Fees in circumstances where the increases are not affordable for the Club.
5. Constitution Amendments
That the following be proposed, to amend the Club's Constitution, as Special Resolutions:
Definitions and Interpretations
That Clause 4 relating to the defined terms used within the Club's Constitution be amended so that the reference to Chairman is changed to Chairperson and that this change is reflected throughout the document.
That all references to 'member(s) of the Board' be removed and replaced where applicable with 'Director' in line with the definition of Director in Clause 4.
The Board believes that the terms Chairperson and Director are the contemporary method of describing the roles and that the Constitution should utilise these contemporary descriptions throughout.
Reduction of Officers
That Clause 11 relating to the Officers of the Club be amended so that the number of Officers is reduced and only the following Officers be referenced:
(i) A Chairperson
(ii) A Deputy Chairperson
The Board believes that it is contemporary practice for a single Deputy Chairperson to be appointed and for the Immediate Past President not to be classified as a formal Officer position.
Qualification for Directors
That Clause 12.3, relating to the Qualification for Directors of the Club, be amended so that the words "Subject to Clause 12.6" be added to the beginning of the clause.
This change is required to clarify that once a person has been appointed by the Directors to fill a casual vacancy in the members of the Board they remain qualified to act as a Director and are eligible for re-election notwithstanding that they may not have been a financial member of the Club for at least one year.
Removal of age limit
That Clause 12.5 relating to the Deemed Retirement of Directors of the Club due to reaching the age of 72 be deleted and left intentionally blank, and that in addition reference to Clause 12.5 in Clause 12.4 and reference to Directors reaching 72 years of age in Clause 12.6 be deleted.
In alignment with current legislation the Board believes that a Member's capability to be a Director of the Club is not, and should not be, defined by their age and that such provisions need to be removed.
Tenure of Directors
That in addition to the above change Clause 12.6 relating to the eligibility of Directors of the Club for re-election be amended so that such eligibility is dependent on the satisfaction of any By-Law that may limit such eligibility by adding the words "Subject to any By-Law to the contrary" to the beginning of the clause. In addition that Clause 14.1 be amended so that the Board shall have the power to make, alter and repeal an additional By-Law to regulate the tenure of Directors on the Board in order that Clause 12.6 can be effective.
Consistent with modern governance practices and assuming the proposed removal of the only limit on eligibility of Directors to stand for re-election within the Constitution is approved by Members, the Board intends to make a By-Law that will limit eligibility to stand for re-election based on duration of tenure. These Constitutional amendments are required for such a By-Law to be effective.
Requisition of General Meeting
That Clause 24.2 relating to Member's rights to requisition a general meeting of the Club be repealed and replaced with the following provisions:
24.2 Requisition General Meeting
The Board may at any time, and shall on the requisition of fifty members, in writing and physically signed by all relevant members, stating the business for which it is required, noting that the Board is not required to convene a meeting unless such business is limited to matters consistent with Clause 13.1, convene a General Meeting for any specific purpose. Such a meeting is to be called within two calendar months from the date of receipt of the requisition.
This Clause requires amendment in order to clarify to Members the requirements to requisition a general meeting of the Club and the business that such a meeting can undertake in order to be valid. It should be noted that Members' existing rights within the Constitution are not varied through the amendments proposed to this clause.
Appointment of Proxy
That an additional clause in relation to provisions on the appointment of a proxy be added to the Constitution as Clause 24.8 as follows:
24.8 Appointment of Proxy
(a) A member may appoint a proxy.
(b) Voting by proxy shall be permitted only when a poll is ordered or demanded but a proxy can, if he or she holds sufficient proxies, demand or join others in demanding a poll.
(c) (i) The instrument appointing a proxy shall be signed, or otherwise authenticated in a manner prescribed by the regulations, by the member entitled to attend and vote at the meeting and shall state his or her full name and address.
(ii) In this instrument the member shall state the name and address of his or her proxy or otherwise appoint the Chairman of the meeting as proxy. Failure to specifically name a proxy shall be deemed to be appointment of the Chairman of the meeting as a member's proxy.
(iii) The Board may prescribe by By-law a form of instrument forming a proxy.
(d) A form of appointment of proxy is valid if received by the Club at least forty-eight hours before the meeting at which the proxy is to be exercised. A proxy instrument is taken to be received by the Club when it is received at any of the following:
(i) the Club's registered office;
(ii) a fax number at the Club's registered office; or
(iii) a place, fax number or electronic address specified for the purpose in the notice of meeting.
In addition, a proxy instrument is taken to be received by the Club when delivered to it by any other manner prescribed in the Corporations Act or determined by the Board.
(e) A vote given in accordance with the terms of an instrument shall be valid notwithstanding the previous death or certified unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed unless notice in writing of such death, certified unsoundness of mind or revocation as aforesaid has been received by the Club at its registered office not later than forty-eight hours before the time appointed for the commencement of the meeting or adjourned meeting or the taking of a poll, as the case may be, at which the instrument is used.
(f) A proxy is automatically revoked by a later appointment of proxy being received or by the member attending the meeting.
The Club is required under the Corporations Act 2001 to allow Members to appoint a proxy in relation to general meetings of the Club. The additional clause confirms how Member's rights to appoint a proxy will be governed.
Removal of requirement to provide a Concise Version of the Annual Report
That Clause 27.3, relating to the requirements to provide a copy of the Club's Annual Report, be amended so that reference to a Concise Version of the Annual report be deleted.
No election to be sent a copy of the Concise Version of the Annual Report has ever been made by a Member as in all instances Members have elected to be provided with the full version of the Annual Report. As such the Board proposes to remove the right to elect to receive a concise version in order that the administrative burden of preparing such a version and having it audited will be removed.
A copy of the Constitution with the above proposed changes tracked is available here or by contacting the Company Secretary at the address below or via firstname.lastname@example.org and will be made available at the meeting.
6. General Business
7. Any Other Business that may be correctly brought before the meeting.
All members have the right to appoint a proxy to attend the AGM on their behalf who is not required to be a member of the Club. Please contact the Company Secretary on email@example.com or 6236 4329 for a proxy form to be sent to you. Please note that returned forms of proxy must be received at the below address more than 48 hours prior to the meeting.
The Royal Automobile Club of Tasmania Limited
179-191 Murray Street, Hobart,
Company Secretary/Returning Officer
9 October 2017