Internet Society of Australia
A Chapter of the Internet Society
ACN 076 406 801
A member of the Society entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the member. A proxy need not be a member (see Proxy Form).
The third Annual General Meeting of the members of the Society will be held at the State Library of Victoria, 328 Swanston St, Melbourne, Victoria at 6:00 pm on Thursday 25th November 1999. The meeting-room is the Library Board Lounge on Level 3, accessible via Entrance 4 in Latrobe St. Please see the Explanatory Memorandum for more information on the items below.
The Annual General Meeting of the members of the Society will be held for the purpose of:
Considering and, if thought fit, passing the following resolutions as special resolutions:
(1) That the Articles of Association of the Society are altered by
substituting the following new Article for Article 5.1 and inserting
new Article 5.3:
5.1 The categories of membership are:
(1) ordinary members;
(2) associate members; and
(3) organisational members.
5.3 Despite anything in these articles to the contrary, an associate
member:
(1) has no right to receive notices of or to attend and be heard at
any general meeting; and
(2) has no right to vote at any general meeting.
(2) That the Articles of Association of the Society are altered by
substituting the following new Article for Article 6.1 and
inserting new Articles 6.2 and 6.3:
6.1 Any individual who is not less than 18 years of age at the date of
application may apply for ordinary membership or associate membership
of the Society.
6.2 Any organisation being an incorporated body which uses the Internet
in the course of its activities may apply for organisational
membership of the Society.
6.3 An application by any person or organisation who or which has
previously been expelled from membership of the Society may be
allowed by the directors on and subject to any terms and conditions
they see fit.
(3) That the Articles of Association of the Society are altered by
substituting the following new Article 12:
12.1 Subject to 12.2, the annual subscription payable by each category of
members is such sum as is set by the directors.
12.2 The members may in general meeting resolve to cap the amount of the
annual subscription for any category of member.
12.3 The directors may waive the initial annual subscription for a member
in their discretion.
12.4 All annual subscriptions are due and payable in advance on 1 July in
each year.
12.5 If a person or organisation applies for membership of the Society
during the month of January to June inclusive, the directors may
reduce the annual subscription payable by the applicant in such
manner as they think fit.
(4) That the Articles of Association of the Society are altered by
substituting the following new Article for Article 16.1, and
inserting new Articles 17 and 18.2:
16.1 A member ceases to be a member:
(1) for a member who is a person, on the death of the member;
(2) if the member resigns in accordance with article 14; or
(3) if the member is expelled in accordance with article 17.
17 Disciplining Members
17.1 If any member:
(1) wilfully refuses or neglects to comply with the provisions of the
memorandum of association or these articles; or
(2) engages in conduct that, in the opinion of the directors, is
unbecoming of a member or is prejudicial to the interest of the
Society;
the directors may resolve to censure, suspend or expel the member from
the Society and, in the case of a resolution for expulsion, the member
is expelled and the member's name must be removed from the register of
members.
17.2 At least 14 days before the meeting of the directors at which a
resolution of the nature referred to in article 17.1 is to be
decided the Secretary must give to the member notice:
(1) of the meeting;
(2) of what is alleged against the member;
(3) of the intended resolution; and
(4) that the directors may deal with the matter if the member does not
appear.
17.3 At the meeting referred to in 17.2 and before the matter is
decided the member may:
(1) give orally or in writing any explanation the member thinks fit;
and
(2) call a maximum of three witnesses in the member's defence.
17.4 At the meeting referred to in 17.2, a member is not entitled to be
represented unless the directors decide otherwise, except for an
organisational member, which may be represented by its nominated
representative.
17.5 If at the meeting referred to in 17.2 the directors find against the
member, prior to any penalty being imposed, the member may address
the directors on the matter of a penalty.
17.6 The decision reached at the meeting referred to in 17.2, and the
reasons for the decision, will be incorporated in the minutes of the
meeting.
17.7 Except as required by rule 17.6, all communications and
representations at the meeting are confidential and no legal
action may be brought in respect of those communications or
representations.
17.8 A member may, by notice in writing lodged with the Secretary at
least 24 hours before the time for holding the meeting referred to
in 17.2, elect to have the issue dealt with by the Society in
general meeting and in that event, a general meeting of the Society
must be called for that purpose.
17.9 If at the general meeting referred to in clause 17.8, a resolution
to censure, suspend or expel a member is passed by a majority of 2/3
of those present and voting (and the vote must be taken by secret
ballot), the member concerned must be punished in the manner
resolved and in the case of a resolution for expulsion the member's
name must be removed from the register of members.
18.2 No member who resigns or has been expelled shall have any claim for
a refund of subscriptions paid.
(5) That the Articles of Association of the Society are altered by
substituting the following new Article for Article 20.1:
20.1 Subject to the provisions of the Law as to short notice, at least
21 days' notice of a general meeting must be given in writing to
those persons who are entitled to receive notices from the Society.
(6) That the Articles of Association of the Society are altered by
substituting the following new Articles for Article 23.1:
23.1 An ordinary member who is entitled to attend and cast a vote at the
meeting of the Society's members may appoint a person as the
member's proxy to attend and vote for the member at the meeting.
The proxy need not be a member.
23.2 An organisational member may appoint an individual as a
representative to exercise all or any of the powers the
organisational member may exercise:
(1) at meetings of the Society's members;
(2) at meetings of creditors or debenture holders; or
(3) relating to resolutions to be passed without meetings.
The appointment may be a standing one.
23.3 The appointment of a representative of an organisational member
may set out restrictions on the representative's powers. If the
appointment is to be by reference to a position held, the
appointment must identify the position.
23.4 An organisational member may appoint more than 1 representative
but only 1 representative may exercise the organisation's powers
at any one time.
23.5 Unless otherwise specified in the appointment, the
representative may exercise, on the organisational member's
behalf, all of the powers that the member could exercise at a
meeting or in voting on a resolution.
(7) That the Articles of Association of the Society are altered by
amending Article 24.1:
Existing Article:
24.1 For the purpose of ascertaining:
(1) a quorum at a general meeting required by these articles; and
(2) the person entitled to vote at a general meeting or join in
demanding a poll,
"member" means:
(a) any ordinary member, being an individual, who is present in
person or by proxy or attorney and who is entitled to vote.
At the end of (a), delete the full stop and replace with `; or' and add:
(b) the nominated representative, proxy or attorney of an
organisational member.
(8) That the Articles of Association of the Society are altered by
amending Article 37.1:
Existing article:
37.1 A member may appoint 1 proxy. A proxy need not be a member.
Amend to read:
37.1 A member entitled to attend and vote at a general meeting of the
Society may appoint 1 proxy. A proxy need not be a member.
(9) That the Articles of Association of the Society are altered by
amending Article 44.1:
Existing article:
44.1 No person may be a director unless that person is a member of the
Society.
Amend to read:
44.1 No person may be a director unless that person is an ordinary member
or nominated representative of an organisational member of the
Society.
(10) That the Articles of Association of the Society are altered by
substituting the following new Articles for Articles 47.1 and 47.2:
47.1 Each candidate for election as a director must:
(1) be proposed by an ordinary member or an organisational member;
and
(2) be seconded by another member, being an ordinary member or
organisational member,
both of which members must be current financial members of the
Society at the time of nomination.
47.2 An ordinary member or an organisational member may not propose more
than one person as a candidate but may second more than one
nomination.
George Fong
Honorary Secretary, ISOC-AU