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Council On The Ageing (Victoria) Inc
ABN 81 960 500 420
(Association)
A Special General Meeting of the members of the Association will be held at the offices of Council on the Ageing (Victoria) and Seniors Rights Victoria, Level 2, 424 St Kilda Road, Melbourne, VIC, 3004 and online via Zoom on 18 April 2024.
Agenda
To consider and, if thought fit, pass as a special resolution the following:
RESOLVED as a special resolution that the Constitution of the Association be repealed and replaced with the Constitution tabled by the Chair at the Special General Meeting and initialled for the purposes of identification with effect from the date of the Special General Meeting.
Other business
To transact any other business which may lawfully be brought before the meeting.
In accordance with clause 147 of the Association’s current Constitution, the Constitution can only be changed by special resolution of the members at a General Meeting. A special resolution is carried if at least three quarters of the votes cast at the meeting are in favour of the resolution.
Proxies and nominees
In accordance with the current Constitution, members of the Association cannot appoint a proxy to represent them at the General Meeting.
The official nominees of those members which are not individual persons may attend the General Meeting to represent and vote for that member.
Register
To assist with our planning, members who intend to attend this meeting in-person are invited to register at Humanitix or by phoning us on 1300 135 090. Those taking part online via Zoom can register through Zoom.
Further information
Please direct any questions to the Association through email at membership@cotavic.org.au or phone 1300 135 090 and we will respond to you promptly.
Dated: 6 March 2024
By Order of the Board
Chris Potaris
Company Secretary
Explanatory Notes
- Background
- The current Constitution was adopted by the Association’s members in 2013 and while it has continued to be serviceable for the Association and its members since that time, it no longer reflects current best governance practices. The Association has consequently conducted a review of the current Constitution resulting in a number of suggested changes largely to modernise the Constitution and bring it in line with the current best practice.
- The adoption of the proposed Constitution requires a special resolution of members, with at least three quarters of the votes cast being in favour of the resolution.
- The board unanimously recommends that members vote in favour of the resolution to adopt the proposed Constitution.
- Modernisation of Constitution
- The proposed Constitution is based on the Model Rules, which are a prewritten set of rules drafted by the Victorian Government that are compliant with the governance requirements of the Associations Incorporation Reform Act 2012 (Vic).
- With the exception of the specific changes summarised in the table in the next section, the changes to the Constitution are to simplify the drafting, introduce modern concepts (such as the use of electronic communication and voting) and reflect legislative changes. In general, the changes do not affect the substantive rights and obligations of members of the Association.
- Attached to this Notice of Meeting is a copy of the current Constitution at Attachment 1 and the proposed Constitution at Attachment 2.
- Specific changes
- Attached at Attachment 3 is a table summarising the specific changes to the Constitution.