Australian Public Access Network Association Inc
ARBN 081 355 722
VRN A0026600C
Minutes of 1999 Special General Meeting
Held at Perth Zoo Education Centre (Theatre)
12 Labouchere Road
South Perth WA 6151
11 September 1999
(Minutes were taken by Dean Hollister and Jeremy Malcolm, meeting was
chaired by Garry Ford)
1. Meeting opening by Chairman, adoption of Agenda:
The meeting was declared opened at 2:20pm AWST by the
Chairman.
2. Attendances:
23 Members present:
Childs, John Treasurer
Ford, Garry Secretary
Geier, Matthew ICR
Baarda, Donovan Melbourne
Newnham, John Melbourne
O'Rorke, Andrew Melbourne
Bull, Martin SA
Edwards, Dave SA
Canion, Andrew Perth
Connolly, Paul Perth
Cooper, Tony Perth
Craig, Rex Perth
De Luna, Pepito Perth
Dowson, Peter Perth
Hollister, Dean Perth
Korculanic, David* Perth
Kuek, Chris Perth
Malcolm, Jeremy Perth
Roullo, Alexander Perth
Scott, Brian Perth
Taylor, David Perth
Turner, Joe Perth
Williams, Terry Perth
*Note: This Member was unable to remain for the meeting, and
his proxy was accepted by the meeting.
3. Apologies:
1 Apology received:
Pulsford, Robert Sydney
126 Proxies received:
Bruce, Stephen ACT
Cadman, Greg ACT
Jarret, Glen ACT
MacIntyre, Andrew ACT
Aitken, Leon Brisbane
Ault, Graeme Brisbane
Bennett, Crispin Brisbane
Crisp, Gregory Brisbane
Harvey, Ken Brisbane
Love, Damien Brisbane
Oliver, Michael Brisbane
Richardson, Gary Brisbane
Wilson, Barry Brisbane
Wilson, Bruce Brisbane
Wilson, Jeremy Brisbane
Baird, Carolyn Hunter
Baird, Chris Hunter
Beeton, Allan Hunter
Condon, Gavin Hunter
Garner, David Hunter
Glazebrook, Andrew Hunter
Pickering, Craig Hunter
Walters, Marc Hunter
Fisher, John ICR
Fluher, Mirko ICR
Martin, Andrew ICR
Ahlberg, Lance Melbourne
Anderson, Kathryn Melbourne
Cogdon, Chris Melbourne
Copeland, Frank Melbourne
Crofts, David Melbourne
Evans, Cinnamon Melbourne
Griffiths, Jason Melbourne
Hays, Gregory Melbourne
Holmes, Dougal Melbourne
Kaufman, Susie Melbourne
Keith-Storey, Andrew Melbourne
Littler, John* Melbourne
Long, Peter Melbourne
May, Brian Melbourne
Neilson, Alex Melbourne
Neville, Scott Melbourne
Nikic, Adam Melbourne
O'Seaghdha, Sean Melbourne
Palmer, Ted Melbourne
Parsons, Edwin Melbourne
Parsons, Tamara Melbourne
Pedini, Eddie Melbourne
Pesudovs, Linda Melbourne
Sell, Anthony Melbourne
Symons, David Melbourne
Van Dinteren, Johannes Melbourne
Watkins, Jillian Melbourne
Wierenga, Matthew Melbourne
Willie, James Melbourne
Willington, John Melbourne
Yeomans, Eric Melbourne
Brook, Donald Perth
Chin, Terrence Perth
Chisholm, David Perth
Day, Michael Perth
El Karakizi, Moussa Perth
Hollister, Andrew Perth
Hunter, Robert Perth
Komlos, Leslie Perth
Korculanic, David Perth
Leigh, Eric Perth
Machin, Michael Perth
McKeown, Peter Perth
Ramsden, Mark Perth
Reader, Geoff Perth
Sheridan, Lutie Perth
Swaminathan, Suvendra Perth
Abel, Sean S.A.
Barnet, Dorian S.A.
Bazeley, Tony S.A.
Braddock, Jonathon S.A.
Braddock, Reginald S.A.
Brockbank, Peter S.A.
Burchardt, Fred S.A.
Clarkson, Kerry S.A.
Connerty, Peter S.A.
Crosby, Arthur S.A.
Dennis, Frances S.A.
Devine, Toni S.A.
Doyle, Michael S.A.
Finnis, Anthony S.A.
Fraser, Steven S.A.
Hales, David S.A.
Jones, Darren S.A.
Judd, Michael S.A.
Legg, Bill S.A.
Little, Mark S.A.
McMahon, Bradley S.A.
Menzo, Roma S.A.
Merrett, Kerrie S.A.
O'Leary, Maxine S.A.
Psorakis, George S.A.
Rasmussen, Erik S.A.
Roberts, Simon S.A.
Rolan, Egon S.A.
Schultz, John S.A.
Smith, Terence S.A.
Thomas, Arthur S.A.
Thornley, Glen S.A.
Alderton, Shane Sydney
Butler, Ian Sydney
Butler, Malcolm Sydney
Chambers, Robert Sydney
Hosking, Peter Sydney
Jackson, Matthew Sydney
Lyons, Adrian Sydney
Turner, Roland Sydney
Basaraner, Ali Wollongong
Boyd-Jones, Alan Wollongong
Castles, Robert Wollongong
Holt, Sandra Wollongong
Hope, Donald Wollongong
Lang, Junko Wollongong
Martin, Sue Wollongong
Moir, Sid Wollongong
Moutrie, Anne Wollongong
Ochalski, Val Wollongong
Roughsedge, Chris Wollongong
*Note: A Proxy from John Littler was received. However he had
not been accepted as a member at the MC Meeting of 18
August, as is required by the Rules, as his membership
application came in after that date. The Meeting
agreed to accept his proxy.
4. Correspondence:
4.1 Inwards:
126 proxies
4.2 Outwards
Notice of Meeting
The meeting adjourned at 2:32 AWST minutes to present the results of
the Officer elections in a reconvened AGM, and have light
refreshments. Meeting recommenced at 3:07pm AWST.
5. Special Business:
5.1 Address by Secretary - reasons for the changes.
The President (former Secretary) highlighted
the reasons for the rule changes before the
meeting were due to changes in the
Incorporated Associations Act (Victoria). Some
dissatisfaction was expressed about the
compulsory need to change the rules. The
Chairman indicated that Members were at
liberty to vote against the changes, as
provided by the rules. However, APANA could
then be in contravention of the Act.
The proposed changes are put forward to the
meeting by the Working Committee and the
Management Committee and each change will be
voted upon individually in a separate motion
as set out in the agenda.
A motion was presented by John Newnham to
deal with changes 19 - 28 first and was
seconded by Donovan Baarda. Defeated by show
of hands.
5.2 Voting on Motions:
A total of 148 votes were cast per item. As these motions
are presented to change the rules of APANA, clause 47 in the
current rules requires a minimum of three quarters of votes in
favour for each motion to be passed. This requires at least 111
votes in favour, and no more than 37 combined votes against or
abstaining.
It was agreed by the meeting to present all votes either
against or abstaining. This figure will then be subtracted
from 148 to determine the total number of votes in favour.
Cosmetic Changes:
1. That each rule category be given a heading name as
proposed in the draft rules and all rule categories be
numbered consecutively, commencing from 1.
The Motion was put by the Chairman.
Against: 22
Abstain: 0
In Favour: 126 Motion Carried.
2. That where proposed amended clauses are voted upon
that replace an existing clause in the current Rules
of APANA Inc., the existing clause is deleted from the
Rules if the motion is carried.
The Motion was put by the Chairman.
Against: 21
Abstain: 0
In Favour: 127 Motion Carried.
Changes required by Victorian Law:
3. That the wording of proposed Rule 46 - Duties of
Committee Members be adopted as Rule 46 of APANA
Inc.:
"46. DUTIES OF COMMITTEE MEMBERS
46.1 - A member or former member of APANA must not
knowingly or recklessly make improper use of his or
her position in APANA; or information acquired by
virtue of his or her position; so as to gain, directly
or indirectly, any pecuniary benefit or material
advantage for himself or herself or any other person,
or so as to cause a detriment to APANA.
46.2 - A member of the committee of APANA who has any
direct or indirect pecuniary interest in a contract,
or proposed contract, with APANA must disclose the
nature and extent of his or her interest in the
contract to the Committee and in the financial
statements submitted to the next annual general
meeting."
The Motion was put by the Chairman.
Against: 27
Abstain: 0
In Favour: 121 Motion Carried.
4. That the wording of proposed Rule 28 clause 28.1 be
adopted as part of Rule 28 of APANA Inc. - "Annual
General Meeting":
"28. ANNUAL GENERAL MEETING
28.1 - APANA shall within five months of the end of
each financial year in each calendar year convene an
annual general meeting of its members.
28.2 - The annual general meeting shall be held on
such day as the Committee determines.
28.3 - The annual general meeting shall be specified
as such in the notice convening it.
28.4 - The ordinary business of the annual general
meeting shall be:
a. to confirm the minutes of the last
preceding annual general meeting and of any
general meeting held since that meeting;
b. to receive from the Committee reports upon
the transactions of APANA during the last
preceding financial year;
c. to elect the officers of APANA and the
general members of the Committee;
d. to receive and consider the statement
submitted by APANA in accordance with section
30(3) of the Act.
28.5 - The annual general meeting may transact special
business of which notice is given in accordance with
these rules.
28.6 - The annual general meeting shall be in addition
to any other general meetings that may be held in the
same year."
The Motion was put by the Chairman.
Against: 27
Abstain: 0
In Favour: 121 Motion Carried.
Changes suggested by our solicitors and members to clarify the
rules:
- where ambiguity currently exists
- the meaning is not clear unless other legislation is
referred to or a solicitor consulted;
- or members find it difficult to understand because of
cross referencing to rules which then are not
necessarily worded in a manner that relates directly
to the referenced point.
None of these changes introduce any new concepts or in any way
change the workings of the existing rules. They are all points
of clarification.
5. That the proposed wording of Rule 2, except the
definitions of "Member" and "Member Access Site" be
adopted as Rule 2 of APANA Inc.- "Definitions":
'2. DEFINITIONS
2.1 In these rules and associated policy documents,
unless otherwise stated:
"Committee'' means the Management Committee of APANA.
"Financial year'' means the year ending on 30 June.
"General Meeting" means a general meeting convened in
accordance with Rule 29.
"Mail" means any of the following methods of
delivering written or printed material: electronic
mail, facsimile, general post or public or private
courier service.
"Meeting" means any gathering of Members by personal
presence, proxy, or telephonic means.
"Ordinary member" in the context of the Committee
means a member of the Committee who is not an
Officer.
"Person" includes a natural person, and any
organisation whether incorporated or unincorporated.
"Region" has the meaning set out in Rule 10.
"Secret Ballot" means any form of voting that hides
the identity of the voter and includes postal voting.
"Show of hands" means any form of voting besides
secret ballot.
"Statement of Purposes" means the statement of
purposes as required by the Act.
"The Act" means the Associations Incorporation Act
1981 (Vic).
"The Regulations" means regulations under The Act.
"Writing" includes any of the following means of
communication: hand written, typed original, facsimile
or electronic mail.
2.2 In these rules, a reference to the secretary is a
reference:
where a person holds office under these
rules as secretary of APANA, to that person;
and
in any other case, to the public officer of
APANA.
2.3 Words or expressions contained in these rules
shall be interpreted in accordance with the provisions
of the Interpretation of Legislation Act 1984 (Vic)
and the Act as in force from time to time.'
The Motion was put by the Chairman.
Against: 26
Abstain: 1
In Favour: 121 Motion Carried.
6. That the proposed wording of Rule 3, clauses 3.1, 3.3
and 3.5 be adopted as part of Rule 3, of APANA Inc. -
"Application for Membership":
"3. APPLICATION FOR MEMBERSHIP
3.1 - Any natural person or organisation (other than
schools and government instrumentalities and agencies)
whose constitution prohibits the distribution of
profits among its members, (hereafter referred to as a
non-profit organisation") who subscribes to the aims
of APANA as embodied in the Statement of Purposes, who
agrees to be bound by the rules and regulations of
APANA as amended from time to time and who has not
been previously expelled from the association may
apply to join APANA.
3.3 - All applications for membership shall be lodged
with the Secretary or an appointee.
3.5 - The Secretary shall enter, or cause to be
entered, the nominee's name in the Register of
Members."
The Motion was put by the Chairman.
Against: 25
Abstain: 0
In Favour: 123 Motion Carried.
7. That existing Rule 9 be deleted and the proposed
wording of Rule 8, clauses 8.1 and 8.3 be adopted as
part of Rule 8 of APANA Inc.- "Resignation of
Membership":
"8. RESIGNATION OF MEMBERSHIP
8.1 - A member who has paid all moneys due and payable
by the member to APANA may resign from APANA by first
giving one months notice in writing to the secretary
and upon the expiration of that period of notice, the
member shall cease to be a member.
8.3 - APANA is at no time obliged to refund or
otherwise provide any compensation for any entrance
fee or annual subscription (or any part thereof) where
the Member resigns his or her membership of APANA
under Rule 8, is expelled under Rule 9, or otherwise
ceases to enjoy or otherwise exploit any of the rights
or privileges of membership "
The Motion was put by the Chairman.
Against: 20
Abstain: 1
In Favour: 127 Motion Carried.
8. That the proposed wording of Rule 9, clauses 9.3,
9.4, 9.5, 9.6 and 9.7 be adopted as part of Rule 9 of
APANA Inc. - "Expulsion of Membership":
"9. EXPULSION OF MEMBERS
9.4 - At a meeting of the committee held in accordance
with Rule 9.2, the committee shall give the member an
opportunity to be heard; shall give due consideration
to any written statements submitted by the Member; and
shall by resolution determine whether to confirm or
revoke the resolution.
9.5 - Where the secretary receives a notice under Rule
9.2.d.(iii), he or she must notify the Committee and
the Committee must convene a general meeting to be
held within 60 days from the date on which the
secretary receives the notice.
9.6 - At a general meeting convened under Rule 9.5
a) no business other than the question of
the appeal shall be transacted;
b) the Committee may place before the
meeting details of the grounds for the
resolution and the reasons for passing
the resolution;
c) the Member has an opportunity to be
heard; and
d) the Members present must vote by
secret ballot on the question whether
the resolution should be confirmed or
revoked.
9.7 - If at the general meeting two-thirds of the
Members vote in person or by proxy in favour of
confirmation of the resolution, the resolution is
confirmed; and in any other case, the resolution is
revoked."
The Motion was put by the Chairman.
Against: 13
Abstain: 1
In Favour: 134 Motion Carried.
9. That the proposed wording of Rule 10, clauses 10.4
and 10.5 be adopted as part of Rule 10 of APANA Inc.-
"Regions":
It was moved that Clause 10.5 be amended to
a new motion 29. Moved: Donovan Baarda,
Seconded: John Newnham. Carried unanimously by
show of hands.
This motion 9 now only applies to proposed change to
clause 10.4:
"10. REGIONS
10.4 - Upon the receipt of a petition so requesting
from five (5) or more members which satisfies the
requirements of Rule 10.2, the management committee
will at its next meeting determine whether the region
should be recognised and appoint an interim regional
committee and Management Committee representative to
serve until the holding of the first regional meeting,
which must be held within sixty (60) days of the
region being recognised by the committee."
The Motion was put by the Chairman.
Against: 0
Abstain: 0
In Favour: 148 Motion Carried Unanimously.
10. That the proposed wording of Rule 11 clause 11.4 be
adopted as part of Rule 11 of APANA Inc. - "Annual
Regional Meeting":
"11. ANNUAL REGIONAL MEETING
11.4 - The ordinary business of the annual regional
meeting shall be to:
a) confirm the minutes of the last
preceding annual meeting and of any
special regional meetings held since
that meeting;
b) receive from the regional committee a
report of the state of affairs in the
region;
c) elect the regional committee;
d) elect the region's representative to
the Management Committee in accordance
with Rule 41.
The Motion was put by the Chairman.
Against: 6
Abstain: 0
In Favour: 142 Motion Carried.
11. That the proposed wording of Rule 14 clause 14.2 be
adopted as part of Rule 14 of APANA Inc. - "Regional
Committees" and existing clause 14.5 renamed as Rule
23 of APANA Inc. - "Filling a Casual Vacancy on a
Regional Committee":
"14. REGIONAL COMMITTEES
14.2.- The regional committee shall:
a) determine the interests of the members
of the region
b) recommend to the management committee
all such acts and things as appear to
the regional committee to be necessary
to promote the interests of the
members of the region."
The Motion was put by the Chairman.
Against: 21
Abstain: 0
In Favour: 127 Motion Carried.
12. That existing Rule 17 of APANA Inc. - "Proceedings at
Regional Meetings", be deleted and replaced with the
proposed Rules 15 - "Proceedings at Regional
Meetings", Rule 16 - "Regional Meeting Chairperson"
and Rule 17 - "Regional Meeting Adjournments":
"15. PROCEEDINGS AT REGIONAL MEETINGS
15.1 - All business that is transacted at a regional
meeting, and all business that is transacted at the
annual regional meeting with the exception of that
specifically referred to in these rules as being the
ordinary business of the annual regional meeting,
shall be deemed to be special business.
15.2 - No item of business shall be transacted at a
regional meeting unless a quorum of members entitled
under these rules to vote is present during the time
when the meeting is considering that item.
15.3 - Five members personally present, being members
entitled under these rules to vote, constitute a
quorum for the transaction of the business of a
regional meeting.
15.4 - If within half an hour after the appointed time
for the commencement of a general meeting, a quorum is
not present, the meeting if convened under the
petition of members shall be dissolved and in any
other case shall stand adjourned to the same day in
the next week at the same time and (unless another
place is specified by the Chairman at the time of the
adjournment or by written notice to members given
before the day to which the meeting is adjourned) at
the same place. If at the adjourned meeting the quorum
is not present within half an hour after the time
appointed for the commencement of the meeting, the
members present (being not less than three) shall be a
quorum.
16. REGIONAL MEETING CHAIRPERSON
16.1 - The Regional Co-ordinator, or in his absence,
the Deputy Regional Co-ordinator, shall preside as
Chairman at each regional meeting of APANA.
16.2 - If the Regional Co-ordinator and Deputy
Regional Co-ordinator are absent from a regional
meeting, the members present shall elect one of their
number to preside as Chairman at the meeting.
17. REGIONAL MEETING ADJOURNMENTS
17.1 - The Chairman of a regional meeting at which a
quorum is present may, with the consent of the
meeting, adjourn the meeting from time to time and
place to place, but no business shall be transacted at
an adjourned meeting other than the business left
unfinished at the meeting at which the adjournment
took place.
17.2 - Where a meeting is adjourned for 14 days or
more, a like notice of the adjourned meeting shall be
given as in the case of the general meeting.
17.3 - Except as provided in Rules 17.1 and 17.2, it
is not necessary to give notice of an adjournment or
of the business to be transacted at an adjourned
meeting."
The Motion was put by the Chairman.
Against: 29
Abstain: 0
In Favour: 119 Motion Carried.
13. That existing Rule 18 of APANA Inc. - "Voting at
Annual and Special Regional Meetings" be replaced with
proposed Rule 18 - "Voting at Annual and Special
Regional Meetings" and proposed Rule 19 - "Proxies at
Regional Meetings" and that the proposed wording of
Rule 41 clause 41.5 be adopted as part of Rule 41 of
APANA Inc. - "Election of Ordinary Members of the
Management Committee":
A motion was moved to amend proposed clause
18.6 "Upon any question arising at a regional
meeting of APANA, a member of has one vote
only." to "Upon any question arising at a
regional meeting of APANA, each member of
the Region has one vote only." Moved John
Newnham, Seconded Jeremy Malcolm. Carried
unaninmously by show of hands.
"18. VOTING AT ANNUAL AND SPECIAL REGIONAL MEETINGS
18.1 - A question arising at a regional meeting of
APANA shall be determined on a show of hands unless a
poll is demanded on or before the show of hands.
18.2 - Where poll on a question is not demanded:
a) the Chairman should declare that a
resolution has, on a show of hands,
been carried or carried unanimously or
carried by a particular majority or
lost;
b) an entry to that effect in the minute
book of the association should be made
as evidence of the fact, without proof
of the number or proportion of the
votes recorded in favour of, or
against, that resolution.
18.3 - If at a meeting a poll on any question is
demanded by not less than three members, it shall be
taken at that meeting in such a manner as the Chairman
may direct and the resolution of the poll shall be
deemed to be a resolution of the meeting on that
question.
18.4 - A poll that is demanded on the election of a
Chairman or on a question of an adjournment shall be
taken forthwith, while a poll that is demanded on any
other question shall be taken at such time before the
close of the meeting as the Chairman may direct.
18.5 - Only members of APANA in the region shall be
entitled to vote at annual regional meetings and
special regional meetings.
18.6 - Upon any question arising at a regional meeting
of APANA, each member of the Region has one vote
only.
18.7 - All votes shall be given personally or by
proxy.
18.8 - In the case of an equality of voting on a
question, the Chairman of the meeting is entitled to
exercise a second or casting vote.
19. PROXIES AT REGIONAL MEETINGS
19.1 - Each ordinary member in the region shall be
entitled to appoint another ordinary member as his
proxy by notice given to the regional co-ordinator no
later than 24 hours before the time of the meeting in
respect of which the proxy is to be appointed.
19.2 - The notice appointing the proxy shall include:
a) the name of the member wishing to
appoint the proxy;
b) the name of the proxy;
c) the date of the meeting for which the
proxy is appointed;
d) a list of the resolutions on which the
proxy is authorised to vote including,
for each resolution, whether the proxy
is to vote for or against that
resolution; and
e) the dated signature of the member who
wishes to appoint the proxy.
41. ELECTION OF ORDINARY MEMBERS TO THE MANAGEMENT
COMMITTEE
41.5 - The ballot for the election of ordinary
members of the management committee shall be conducted
at the annual regional meeting in such usual and
proper manner as the regional committee may direct
under Rule 18."
The Motion as amended was put by the Chairman.
Against: 28
Abstain: 0
In Favour: 120 Motion Carried.
14. That existing Rules of APANA Inc. governing positions
being declared vacant for officers (38.8), committee
members (39.7) and regional committee members (20) be
amended in the manner of proposed Rules 39 - "An
Officer position declared Vacant", 42 - "An Ordinary
Committee Member position declared vacant", and 21 -
"Position on Regional Committee declared vacant":
A motion was moved to amend clauses 21.c, 39.b
and 42.b "the Companies (Victoria) Code;" to
"the Corporations Law;". Moved Donovan Baarda,
Seconded John Newnham. Carried unanimously by
show of hands.
"21. POSITION ON REGIONAL COMMITTEE DECLARED VACANT
For the purposes of these rules, the position of a
member of the regional committee becomes vacant if the
member:
a) ceases to be a member of APANA;
b) moves into another region;
c) becomes an insolvent under
administration, commits an act of
bankruptcy or against whom a
sequestration order is made within the
meaning of the Corporations Law;
or
d) resigns his office by notice in
writing given to the secretary.
39. AN OFFICER POSITION DECLARED VACANT
For the purposes of these rules, the office of an
officer of APANA becomes vacant if the officer :
a) ceases to be a member of APANA;
b) becomes an insolvent under
administration, commits an act of
bankruptcy or against whom a
sequestration order is made within the
meaning of the Corporations Law; or
c) resigns his office by notice in
writing given to the secretary.
42. AN ORDINARY COMMITTEE MEMBER POSITION DECLARED VACANT
For the purposes of these rules, the office of an
ordinary member of the management committee vacant if
the member:
a) ceases to be a member of APANA;
b) becomes an insolvent under
administration, commits an act of
bankruptcy or against whom a
sequestration order is made within the
meaning of the Corporations law; or
c) resigns his office by notice in
writing given to the secretary;
d) is elected as an officer of APANA."
The Motion as amended was put by the Chairman.
Against: 0
Abstain: 0
In Favour: 148 Motion Carried Unanimously.
15. That the proposed Rule 29 clause 29.2 be adopted as
part of Rule 29 of APANA Inc.- "Special General
Meeting":
A motion was moved to add "which may be in
electronic form," immediately following the
word "documents". Moved Dean Hollister,
Seconded Paul Connolly. Carried unanimously by
show of hands.
"29. SPECIAL GENERAL MEETING
29.2 - Upon the receipt of a petition so requesting
from forty (40) or more members, or half the
membership, (whichever number is less), the secretary
shall call a special general meeting of APANA for a
date no later than two (2) calendar months after
receipt of the petition. The petition may take the
form of several like documents, which may be in
electronic form, each signed by one or more Members
making the requisition."
The Motion as amended was put by the Chairman.
Against: 19
Abstain: 0
In Favour: 129 Motion Carried.
16. That the proposed wording of Rule 30, clause 30.1 be
adopted as part of Rule 30 of APANA Inc. - "Notice of
General Meeting":
"30. NOTICE OF GENERAL MEETING
30.1 - The secretary shall, at least fourteen days
before the date fixed for holding a general meeting of
APANA, shall mail or cause to be mailed to each member
of the association a notice stating the place, date
and time of the meeting and the nature of business to
be transacted at the meeting."
The Motion was put by the Chairman.
Against: 22
Abstain: 0
In Favour: 126 Motion Carried.
17. That the proposed wording of Rule 45 clause 45.7 be
adopted as part of Rule 45 of APANA Inc. -
"Proceedings of the Management Committee":
"45. PROCEEDINGS OF THE MANAGEMENT COMMITTEE
45.7 - Written notice of the meeting and of each
resolution before the committee shall be mailed to the
address of each member of the committee at least three
days before the resolution is determined."
The Motion was put by the Chairman.
Against: 21
Abstain: 0
In Favour: 127 Motion Carried.
18. That the proposed wording of Rule 54.2 be adopted as
part of Rule 54 of APANA Inc. - "Alteration of Rules
and Statement of Purposes":
"54. ALTERATION OF RULES AND STATEMENT OF PURPOSES
54.2 - Proposed changes must be approved by a
three-quarters majority of the members who vote in a
ballot at a general meeting held specifically for this
purpose."
The Motion was put by the Chairman.
Against: 6
Abstain: 1
In Favour: 141 Motion Carried.
(d) Changes to the Rules that introduce new concepts
MEMBERSHIP
To enable people in the same household to use a member's APANA
connection without themselves having to be members of APANA it
is recommended that Rule 4.1 of Classes of Membership be
altered as follows:
EXISTING
"4 (1) - There shall be two classes of members, as follows:-
Ordinary members being natural persons admitted to membership
in accordance with Rule 3.4;
Corporate members being non-profit organisations admitted to
membership in accordance with Rule 3.4. Every corporate member
shall, at the time of its application for membership and each
annual renewal, nominate a person who shall exercise voting
rights on its behalf and be responsible for ensuring its
compliance with the Rules. A corporate member shall not be
eligible for election or appointment to the Management
Committee or a Regional Committee."
PROPOSED
4.1 - There shall be two classes of members, as follows:-
Ordinary members being natural persons, including their
immediate households, admitted to membership in accordance
with Rule 3.4. The person who signs the application form shall
be the only person in the household who shall exercise voting
rights and be responsible for ensuring its compliance with the
Rules. An Ordinary member shall be eligible for election or
appointment to the Management Committee or a Regional
Committee.;
Corporate members being non-profit organisations admitted to
membership in accordance with Rule 3.4. Every corporate member
shall, at the time of its application for membership and each
annual renewal, nominate a person who shall exercise voting
rights on its behalf and be responsible for ensuring its
compliance with the Rules. A corporate member shall not be
eligible for election or appointment to the Management
Committee or a Regional Committee.
This change also requires the following addition to Rule 2 -
Definitions:
"Member" includes a natural person together with other
natural persons who are immediate members of the same
household, and any organisation, whether incorporated or
unincorporated, together with persons associated with the
organisation.
19. That the proposed change to Rule 4 of APANA Inc. -
Classes of Membership, clause 4.1 - and Rule 2 -
definitions - be adopted:
The Motion was put by the Chairman.
Against: 17
Abstain: 1
In Favour: 130 Motion Carried.
HONORARY LIFE MEMBERS
The existing Rules are not detailed enough upon how honorary
life members are to be elected.
EXISTING
"3 (5) - A member of APANA may be exempted from the payment of
all current and future membership fees by being voted an
"Honorary Life Member of APANA" at a general meeting of APANA,
for which due notice has been given under Rule 30."
PROPOSED
3.7 - Any member may be nominated to the Management Committee
for consideration as an Honorary Life Member, by any two other
financial members of APANA. Such a member of APANA may shall
be exempted from the payment of all current and future
membership fees by being voted an "Honorary Life Member of
APANA" at a general meeting of APANA, for which due notice has
been given under Rule 30, and to which the Management
Committee has recommended life membership be granted to the
candidate.
20. That the existing Rule 3 (5) be amended as per
proposed Rule 3.7 above:
A motion was moved to add the text "or a
Regional Committee" immediately after the
words "Management Committee". Moved Dave
Edwards, Seconded Dean Hollister. Carried
unanimously by show of hands.
"3.7 - Any member may be nominated to the
Management Committee for consideration as an
Honorary Life Member, by any two other
financial members of APANA. Such a member of
APANA shall be exempted from the payment of
all current and future membership fees by
being voted an "Honorary Life Member of APANA"
at a general meeting of APANA, for which due
notice has been given under Rule 30, and to
which the Management Committee or a Regional
Committee has recommended life membership be
granted to the candidate.
The Motion as amended was put by the Chairman.
Against: 27
Abstain: 0
In Favour: 121 Motion Carried.
PUBLIC ACCESS SITES
To avoid confusion over the concept of "Public Access Sites"
it is recommended they be renamed "Member Access Sites".
21. That the following definition of a "Member Access
Site" be incorporated in Rule 2 of APANA Inc. -
Definitions. "'Member Access Site' is a not-for-profit
hub operated by a member of APANA for the benefit of
other members."
The Motion was put by the Chairman.
Against: 18
Abstain: 0
In Favour: 130 Motion Carried.
In keeping with the existing Policy Documents to to avoid
APANA being seen as an ISP providing services to the general
public it is recommended by our solicitors that a new Rule 51
- Assets be introduced.
"51. ASSETS
All APANA assets and services are for the exclusive use of
APANA members. A member may operate a Member Access Site for
the benefit of fellow members."
22. That proposed Rule 51 be incorporated into the Rules
of APANA Inc.:
The Motion was put by the Chairman.
Against: 25
Abstain: 0
In Favour: 123 Motion Carried.
RIGHTS OF MEMBERSHIP
Although current Rule 5 does cover this, it does not do so in
sufficient detail. The changes suggested in Rule 8.3 were
suggested for our solicitors in 1995 to clarify some of the
rights a member loses upon resignation/expulsion. However
there was no clarification of the rights and obligations
whilst a member. This section is introduced to do just that.
Further, it appears one of the main reasons the Australian
Communications Authority believe we should join the
Telecommunication Ombudsman Scheme is because we have a "Terms
and Conditions of Connection". The introduction of this
section will permit us to drop the "Terms and Conditions of
Connection" and still maintain the protection afforded us.
This was recommended initially by the Solicitors in 1995 as
the way to approach the situation with the "Terms and
Conditions" a method of doing so without the need to radically
change the Rules.
PROPOSED
"5. RIGHTS OF MEMBERSHIP
5.1 - APANA from time to time may extend certain rights or
privileges to members. These are made at the behest of a
General Meeting, the Management Committee, a Regional General
Meeting or a Regional Committee of APANA, as each case
dictates.
5.2 - A right or privilege of membership may, subject to
applicable legislation, be bestowed on members APANA wide or
restricted to a particular region or group of members as
determined from time to time by the relevant bodies in Rule
5.1.
5.3 - APANA does not guarantee or warrant any rights and
privileges of membership and may suspend, alter, or cancel any
such rights or privileges as it sees fit and circumstances
dictate. APANA is not responsible for any compensation as a
result of such cancellation, suspension or alteration to the
rights and privileges of membership.
5.4 - The member is obligated to use any rights and privileges
of membership granted by APANA in a manner that strictly
abides with all relevant laws, regulations, ordinances and any
other delegated legislation, of whatever character, as amended
or varied from time to time, and in accordance with the Rules
and other polices APANA promulgates from time to time.
5.5 - The member agrees at all times to indemnify APANA for
any expenses, costs, damages, penalties, imposts and other
liabilities APANA incurs from time to time, whether directly
or indirectly, as a result of a member exercising a right or
privilege of membership."
23. That the proposed Rule 5 - "Rights of Membership" be
incorporated in the Rules of APANA Inc.:
The Motion was put by the Chairman.
Against: 20
Abstain: 0
In Favour: 128 Motion Carried.
In addition, existing Rule 5 need alterations as proposed in
Rule 5 clause 5.6 below:
"5.6 - A right OR privilege or obligation of a person by
reason of his membership of APANA:
a. is not capable of being transferred or
transmitted to another person, and
b. terminates upon the cessation of his
membership whether by resignation or
otherwise."
24. That proposed Rule 5 clause 5.6 be adopted as part of
Rule 5 of APANA Inc. - Rights of Membership.
It was moved that this Motion be withdrawn.
Moved by Rex Craig, Seconded Paul Connolly.
Carried unanimously by show of hands.
REGIONS
Dissolution of a Region.
Currently only the region can dissolve itself. If the region
fails to do this when required, legally the Management
Committee has no power to do so on behalf of the region. This
happened recently in the case of the Tasmanian Region where it
was down to only three members, but still officially a region.
The MC had to ask two of the members able to be contacted, for
permission to dissolve the region.
25. That the proposed Rule 27 clause 27.3 - "27.3 - If a
region becomes inactive or is otherwise not fulfilling
its duties for any reason the Management Committee
may, at its discretion, choose to dissolve the said
region." - be inserted in Rule 27 of APANA Inc. -
"Dissolution of a Region":
It was moved that this Motion be withdrawn.
Moved by Dave Edwards, Seconded Donovan
Baarda. Carried unanimously by show of hands.
MANAGEMENT COMMITTEE
Currently the rules do not specify who or how a meeting of the
Management Committee shall be called nor how emergency
meetings may be convened.
It is recommended that these processes should be defined.
PROPOSED
"45.2 - Meetings of the committee may be convened by the
President or in his/her absence the Secretary.
45.3 - Special meetings of the Committee may be convened by
the President or by any 4 of the members of the Committee.
45.4 - Notice shall be given to members of the Committee of
any special meeting specifying the general nature of the
business to be transacted and no other business shall be
transacted at such a meeting. Rule 45.7 does not apply to
special meetings of the committee if all members of the
committee have been personally contacted and informed of the
nature of the business to be discussed and have agreed to the
meeting being held without the required three days notice."
26. That proposed Rule 45 clauses 45.2, 45.3, 45.4 be
incorporated in Rule 45 of APANA Inc. "Proceedings of
the Management Committee":
The Motion was put by the Chairman.
Against: 27
Abstain: 0
In Favour: 121 Motion Carried.
(e) Procedural motion to enable any resulted changes to be
made.
27. That any subsequent alterations to the numbering,
spelling or minor wording of the Rules or policy
documents of APANA Inc. that are required to be made
by virtue of amendments being carried or motions being
defeated at this meeting are hereby authorised to be
carried out by the Management Committee, providing the
intent of the original is not changed.
The Motion was put by the Chairman.
Against: 20
Abstain: 4
In Favour: 124 Motion Carried.
28. "That Rule 8 of the Model Rules for an Incorporated
Association, Schedule 5 of the Associated
Incorporation Regulations of 1998, be included in the
Rules of APANA Inc."
The wording of the proposed Rule follows. It is
suggested that this be amended to suite or needs. If
we don't incorporate it into our Rules, this rule
automatically applies in any case.
8. Disputes and mediation
(1) The grievance procedure set out in this rule
applies to disputes under these Rules between--
(a) a member and another member; or
(b) a member and the Association.
(2) The parties to the dispute must meet and discuss
the matter in dispute, and, if possible, resolve the
dispute within 14 days after the dispute comes to the
attention of all of the parties.
(3) If the parties are unable to resolve the dispute
at the meeting, or if a party fails to attend that
meeting, then the parties must, within 10 days, hold a
meeting in the presence of a mediator.
(4) The mediator must be--
(a) a person chosen by agreement between the parties;
or
(b) in the absence of agreement-
(i) in the case of a dispute between a member and
another member, a person appointed by the
committee of the Association; or
(ii) in the case of a dispute between a member and the
Association, a person who is a mediator appointed
or employed by the Dispute Settlement Centre of
Victoria (Department of Justice).
(5) A member of the Association can be a mediator.
(6) The mediator cannot be a member who is a party to
the dispute.
(7) The parties to the dispute must, in good faith,
attempt to settle the dispute by mediation.
(8) The mediator, in conducting the mediation, must--
(a) give the parties to the mediation process every
opportunity to be heard; and
(b) allow due consideration by all parties of any
written statement submitted by any party; and
(c) ensure that natural justice is accorded to the
parties to the dispute throughout the mediation
process.
(9) The mediator must not determine the dispute.
(10) If the mediation process does not result in the
dispute being resolved, the parties may seek to
resolve the dispute in accordance with the Act or
otherwise at law.
The Motion was put by the Chairman.
Against: 0
Abstain: 0
In Favour: 148 Motion Carried Unanimously.
29. Change to Clause 10.5, as moved by motion in
Motion 9.
That the proposed wording of Rule 10, clause
10.5 be adopted as part of Rule 10 of APANA
Inc.- "Regions":
"10. REGIONS
10.5 - The Committee may on its own
initiative establish a region."
The Motion was put by the Chairman.
Against: 148
Abstain: 0
In Favour: 0 Motion Defeated Unanimously.
6. Meeting close.
The meeting was closed by the Chairman at 4:47pm AWST.
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