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.
Honorary Secretary, ISOC-AU