I am writing to advise members that the recent requisition calling for a General Meeting has been determined by the Board to be invalid.
Although the law and our constitution provide members with the right to petition the Board to call a General Meeting, it is important that the notice to call such meetings is properly documented and the resolutions requested are lawful.
The Board received a Notice dated 21 August requesting that the directors call and arrange a General Meeting of members pursuant to section 249D of the Corporations Act 2001 (Cth) and article 54 of the Club’s constitution to consider passing resolutions to:
– remove the existing directors; and
– appoint specific persons as directors.
The Board also received scanned copies of identical petitions signed by 80 members.
The Board has reviewed these documents in the light of our constitution and the Corporations Act.
Consequentially, the Board has advised the sole signatory of the Notice, Andree Harkness, that the Notice pursuant to section 249D of the Corporations Act is not valid. This is because we cannot objectively determine whether the signatures on the petition related to or were intended to relate to the Notice and proposed resolutions, as these are not referred to in the Petitions. Signatories may not have been aware of the proposed resolutions when they signed.
In addition, the Caretaker Board Member Appointment Resolutions are unlawful. The process for appointing directors is set out in the Constitution and involves a Nomination and election by ballot. It is simply not open for the members to appoint directors to fill casual vacancies by resolution at a general meeting under article 71.
On that basis, the Board is not in a position to call and arrange to hold the requested General Meeting.
Copies of the Notice and Petitions have been posted below, together with advice from the Board regarding the reasons for not holding a General Meeting. Copies are also available from the General Manager.
The Board believes that the appropriate place for decisions about the election of office bearers and directors is the next Annual General Meeting. Nominations for these vacancies will be invited in September.