General meetings

Text in italics has been added for our purposes including content from our previous rules of incorporation. Plain text is from the Companies Office's Constitution Builder. Items in bold are defined terms.

Procedures for all general meetings

1. The committee must give all subscribing members at least 6 weeks written notice of any general meeting and of the business to be conducted at that general meeting.
2. That notice will be addressed to each subscribing member at the email address notified to the SCANZ registrar' and recorded in SCANZ's register of members. The general meeting and its business will not be invalidated simply because one or more members do not receive the notice of the general meeting.
3. Any interested party may attend general meetings but only subscribing members may submit motions for and vote at general meetings.
4. Subscribing members may vote at general meetings:
   1. in person, or
   2. by a written proxy naming an individual entitled to vote at the general meeting and received by the committee before the start of the general meeting, and
   3. no other proxy voting will be permitted.
5. No general meeting may be held unless at least 2/3 of the committee and an equal number of eligible subscribing members attend throughout the meeting and this will constitute a quorum. Question for during AGM - This is 4 people. Should it continue to be 4 people?
   1. Either the chair or the vice-chair must attend the meeting.
6. If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting – if convened upon request of subscribing members – will be dissolved. In any other case it will stand adjourned to a day, time and place determined by the chairperson, and if at such adjourned meeting a quorum is not present those subscribing members present in person or by proxy will be deemed to constitute a sufficient quorum.
7. A subscribing member is entitled to exercise one vote on any motion at a general meeting in person or by proxy, and voting at a general meeting will be by voices or by show of hands or appropriate electronic voting tool.
8. Unless otherwise required by this constitution, all questions will be decided by a simple majority of those subscribing members in attendance in person or by proxy and voting at a general meeting.
9. Any decisions made when a quorum is not present are not valid.
10. SCANZ may pass a written resolution in lieu of a general meeting, and a written resolution is as valid for the purposes of the Act and this constitution as if it had been passed at a general meeting if it is approved by no less than 75 percent of the eligible subscribing members' voting on the resolution.
    1. A written resolution may consist of 1 or more documents in similar form (including letters, electronic mail, or other similar means of communication) each proposed by or on behalf of 1 or more subscribing members.
    2. A subscribing member may give their approval to a written resolution by signing the resolution or giving approval to the resolution in any other manner permitted by the constitution (for example, by electronic means).
11. General meetings may be held at one or more venues by subscribing members present in person and/or using any real-time audio, audio and visual, or electronic communication that gives each subscribing member a reasonable opportunity to participate.
12. All general meetings will be chaired by the chair. If the chair is absent, the vice-chair will chair the meeting.
13. Any person chairing a general meeting has a deliberative and, in the event of a tied vote, a casting vote.
14. Any person chairing a general meeting may -
    1. With the consent of a simple majority of subscribing members present at any general meeting adjourn the general meeting from time to time and from place to place but no business can be transacted at any adjourned general meeting other than the business left unfinished at the meeting from which the adjournment took place.
    2. Direct that any person not entitled to be present at the general meeting, or obstructing the business of the general meeting, or behaving in a disorderly manner, or being abusive, or failing to abide by the directions of the chairperson be removed from the general meeting, and
    3. In the absence of a quorum or in the case of emergency, adjourn the general meeting or declare it closed.
15. The committee may propose motions for subscribing members to vote on ('committee motions'), which will be notified to subscribing members with the notice of the general meeting.
16. Any subscribing member may request that a motion be voted on ('member's motion') at a general meeting, by giving notice to the secretary or committee at least 4 weeks before that meeting. The subscribing member may also provide information in support of the motion ('member's information'). If notice of the motion is given to the secretary or committee before written notice of the general meeting is given to subscribing members, notice of the motion will be provided to subscribing members with the written notice of the general meeting.
17. The agenda may not be changed within 4 weeks of the meeting, but may be altered prior to this as long as the agenda is republished. Question for AGM - The timeframes for this are from postal voting, when do we want to finalise the agenda for in-person meetings? Four weeks is not a dreadful lead time for new agenda items. The supporting information for the agenda may reasonably evolve after this date, as long as members are made aware that changes have happened, and can reasonably see what the changes are. (SC)

Minutes

1. SCANZ must keep minutes of all general meetings.

Annual general meetings

1. An annual general meeting must be held once a year on a date and at a location and/or using any electronic communication determined by the committee and consistent with any requirements in the Act, and the constitution relating to the procedure to be followed at general meetings must apply.
2. The annual general meeting must be held within the period of 4 weeks either side of 15 July.
3. The business of an annual general meeting is to -
   1. confirm the minutes of the last annual general meeting and any special general meeting(s) held since the last annual general meeting,
   2. adopt the annual report on the operations and affairs of SCANZ,
   3. adopt the committee's report on the finances of SCANZ, and the annual financial statements,
   4. consider any motions of which prior notice has been given to subscribing members with notice of the meeting.
4. The committee must, at each annual general meeting, present the following information -
   1. an annual report on the operation and affairs of SCANZ during the most recently completed accounting period,
   2. the annual financial statements for that period, and
   3. notice of any disclosures of conflicts of interest made by officers during that period (including a summary of the matters, or types of matters, to which those disclosures relate).

Special general meetings

1. Special general meetings may be called at any time by the committee by resolution.
2. The committee must call a special general meeting if it receives a written request signed by at least 10 percent of subscribing members.
3. If more than 2/3 of the committee are unable to vote on a particular issue because they have an interest in it, the committee must call a special general meeting to determine the matter.
4. Any resolution or written request must state the business that the special general meeting is to deal with.
5. The rules in this constitution relating to the procedure to be followed at general meetings will apply to a special general meeting, and a special general meeting shall only consider and deal with the business specified in the committee's resolution or the written request by subscribing members for the meeting.