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.