Notice of a Special Meeting of Members
A special Meeting of Members (SMM) will be held immediately after this year’s AMM in order for our Members to vote on proposed changes to the Society’s Rules.
Members will have the opportunity to ask questions during the SMM and more information on the standing orders for the conduct of the meeting can be found by clicking here.
To view the proposed rule changes in more detail, click here.
Motion 1: Board Leadership – Appointment of Chair and Vice-Chair
In order to ensure the board functions effectively, the role of a director must be both balancing and challenging.
The board composition should be of the correct size and have the best mix of skills and experience in order to ensure the continued success of the society.
Motion 1 is proposing a number of changes in relation to the role of chair of the board, namely:
(a) To establish the role of Chair of the Board.
- To delete Rule 10.18
- To adopt proposed new Rules 10.18 (A), 10.18 (E), 10.18 (G) and 10.18 (H)
(b) To add a provision to create the role of Vice-Chair of the Board.
- To adopt proposed Rules 10.18 (B), 10.18 (F)
(c) To add a provision stating that the Board shall appoint an elected Director to act as its Chair unless no elected Director wishes to serve as the Chair or in the Board’s opinion no elected Director has the skills and experience required to serve as Chair.
- To adopt proposed Rule 10.18 (C)
(d) To add a provision stating that if the Chair is an appointed Director, the Vice-Chair must be an elected Director.
- To adopt proposed Rule 10.18 (D)
Motion 2: Attendance
(a) To remove the redundant provision relating to the Chief Executive and Members of the Management Executive attending Meetings of the Board.
- To delete Rule 10.24.
(b) To amend the provision precluding the Chief Executive from chairing Meetings of the Board by extending that prohibition to all executive Directors.
- To delete Rule 10.26.
- To adopt proposed Rule 10.26.
Motion 3: Changes to composition of the board of directors
(a) To increase the potential number of Directors from 9 to 11
- To delete 10.1.1 (A) and (B)
- To adopt proposed Rule 10.1(b) To add a provision authorising the Board to appoint two members of the executive management as Directors.
- To delete Rule 10.1.2
- To adopt proposed Rule 10.1 (b)
- To delete Rule 10.19 (h) and Rule 10.19 (i)
- To adopt proposed Rule 10.19 (h)
(c) To add a provision authorising the Board to appoint up to 3 professional external Directors.
- To delete Rule 10.1.3
- To adopt proposed Rule 10.1 (c)
(d) To add a provision stating that the Board may appoint a Director to fill any temporary vacancy created by the absence of candidates for election who satisfy the Board’s selection criteria 10.19(k)(i) and (ii).
To adopt proposed Rule 10.19(p)
Motion 4: Directors’ terms
(a) To reduce the maximum term elected Directors may serve from 12 to 9 years, subject to re-election every 3 years.
- To delete Rules 10.6 (A) and 10.6 (B)
- To adopt proposed Rule 10.6
- To replace Rule 10.8 with proposed Rule 10.8
(b) To increase the maximum term appointed Directors may serve to 9 years, subject to annual review by the Board.
- To replace Rules 10.7 and 10.9 with proposed Rules 10.7 and 10.9
(c) To add a provision confirming that executive Directors are not subject to the maximum terms provided for elected Directors and appointed Directors.
- To adopt proposed Rule 10.9A.
Motion 5: Termination of membership
To add a provision enabling the Board to expel a Member where that Member has acted in a manner that is detrimental to the Society’s interests, good standing or values.
- To replace current Rule 6.2 with proposed Rules 6.2 (A) and 6.2 (B)
Motion 6: Dormant accounts
To add provisions enabling the Society to deactivate dormant accounts and transfer any balances to a Dormant Accounts Fund to support the community, local charitable causes, environmental or social initiatives.
- To replace current Rules 12.5 and 12.6 with proposed Rules 12.5 to 12.9
- To renumber current Rules 12.7 and 12.8, 12.10 and 12.11, respectively
Motion 7: Copies of accounts
To replace the existing requirement to display a copy of the last balance sheet at the Registered Office with a requirement to display the Society’s full Annual Report and Accounts on its website and to make printed copies available upon request.
To replace current Rule 14.7 with proposed Rule 14.7