Internet Society of Australia
A Chapter of the Internet Society
ACN 076 406 801
Annual General Meeting 6.00pm 25 November 1999 State Library of Victoria 328 Swanston Street, Melbourne An annual general meeting is required to be held by the Corporations Law and certain items of business must be transacted at the meeting. This memorandum explains the background to some of the items of business set out in the accompanying Notice of Meeting. 1. Accounts The 1999 Annual Report of the Society, which comprises the profit and loss account, the balance sheet, the report of the directors and of the auditors and the directors' statement will be available for inspection and discussion at the Annual General Meeting. 2. Election of Directors One-third of the twelve directors are required by the Articles of Association to resign each year. This year five directors resigned and only three candidates nominated for the vacant positions. A copy of the nomination list accompanies this memorandum. As a result there will be no election of directors at the Annual General Meeting. Under the Articles of Association of the Society, all of the candidates will be declared elected. 3. Auditors The auditors of the Society, Ernst & Young, have resigned and we have received a nomination in writing of Chris Booker, Chartered Accountant, to be appointed auditor of the Society. A copy of the nomination accompanies this memorandum. No other nominations have been received. The directors recommend that Chris Booker be appointed as auditor of the Society. 4. Other Business Members will be asked to approve the minutes of the previous Annual General Meeting and General Meeting, both of which took place on 17th December 1998. The minutes are available on the Society's web page: http://www.isoc-au.org.au/Organisation/mins/minsAGM98.html http://www.isoc-au.org.au/Organisation/mins/minsGM98.html 5. Special Business The attention of members is directed to the explanations of Resolutions 1-10 in the Notice of Annual General Meeting regarding amendments to the Articles of Association of the Society. (1) Article 5 - Categories of Membership The purpose of this amendment is to create additional categories of membership of the Society: associate membership and organisational membership. Associate members do not have the right to receive notices of or to attend and be heard at general meetings, nor can they vote at general meetings. Organisational membership is open to any incorporated body which uses the Internet in the course of its activities. If an organisation is not incorporated, it may nominate a representative to take ordinary membership. (2) Article 6 - Applications for Membership The purpose of these amendments is to provide as follows: (1) that an individual of 18 years or over may apply for ordinary or associate membership of the Society; and (2) that an organisation which is an incorporated body may apply for organisational membership of the Society. (3) Article 12 - Annual Subscription The purpose of these amendments is to provide that the amount of the annual subscription for each category of membership of the Society may be set by the directors. The directors have stated that they wish to be provided with this power so that they may waive the initial annual subscription of certain applicants for membership, in order to encourage membership growth. This is set out at 12.3. The new article 12.2 provides that the members may restrict the powers of the directors to determine the amount of the annual subscription by resolving in general meeting to cap that amount. (4) Article 16, Proposed Article 17 and Article 18 - Disciplining Members The purpose of these changes is to allow the Society to discipline members who wilfully refuse or neglect to comply with the Memorandum or Articles of Association of the Society, or who are guilty of conduct inappropriate for a member of the Society. The clause sets out a procedurally fair method of disciplining a member by entitling that member to appear before and be heard by the directors of the Society or by the members in general meeting. (5) Article 20 - Notice of General Meeting This article has been amended to provide that 21 days' notice of a general meeting must be given to the members of the Society entitled to receive that notice. The current article provides for 14 days' notice of a general meeting. The Company Law Review Act 1998 amended the Corporations Law by increasing the required notice period for general meetings to 21 days. This notice requirement under the Corporations Law overrides anything to the contrary in the Articles of the Society, and the amendment is proposed to achieve consistency between the Articles and the law. (6) Article 23 - Representation of Member This article has been amended to provide that both ordinary and organisational members may be represented at general meetings by a proxy or attorney, and further that organisational members may be represented by an appointed representative. (7) Article 24 - Meaning of "Member" These are consequential amendments in light of the introduction of organisational membership. (8) Article 37 - Appointment of Proxy This article has been amended to provide that only members entitled to attend and vote at general meetings may appoint a proxy. Associate members are not entitled to attend and vote at general meeting. (9) Article 44 - Directors' Qualifications This is a consequential amendment in light of the introduction of organisational membership. (10) Article 47 - Nomination for Election Again these are consequential amendments in light of the introduction of organisational membership.