MINUTES of the Special General Meeting of Members Lycée Condorcet The International French School of Sydney

Transcription

1 MINUTES of the Special General Meeting of Members Lycée Condorcet The International French School of Sydney Date: Friday 6 th October Time: 6.00 pm Location: School Hall (Block G), Lycée Condorcet, 758 Anzac Parade, Maroubra Were present: Board members: School Administration: Apologies: Minute taker: Members present in person or represented by proxy as per attendance sheet annexed hereto. Mr. Benoit Droulez (President/Chairperson) Ms. Suzanne McArthur (Vice-President) Mr. Christophe Bergeron (Treasurer) Mr. Scott Coles Ms. Grace Corbiau Ms. Laurence Crussol Ms. Mona Karam Mr. Jean Kerboul Mr. Sandro Mancy Ms. Georgina Wilson Mr. Philippe Courjault (Principal) Mr. Jean-Pierre Guguen (Financial and Administrative Manager) Mr. John McColl Ms. Prisca Armance Lycée Condorcet Sydney, International French School 758 Anzac Parade Maroubra, NSW 2035 Tel: Fax:

2 1. MEETING OPENING: 1.1. Chairperson and secretary: The President of the School Board, Mr. Benoit Droulez led the discussions as chairperson of the meeting and Ms. Suzanne McArthur acted as secretary Welcome and quorum: The President welcomed members and guests to the 2017 Special General Meeting (SGM) of the Lycée Condorcet (LCS). He confirmed the presence of a quorum and called the meeting, which has been duly convened, to order at 6:05pm. More than 30 members were present and/or represented Apologies: Mr. John McColl Conduct of SGM: The President gave a short explanation on the conduct and procedures of the Special General Meeting before opening the official proceedings of the 2017 SGM. The SGM must be conducted in English; French translation will be available on request. The President will present the proposed changes to the Constitution and answer relevant questions at the end of his presentation. Members will then be invited to vote for the amendments by way of two special resolutions. 2. CONFIRMATION OF BUSINESS: 2.1. Nature of business: The purpose of this meeting is to consider and, if thought fit, pass special resolutions to amend the constitution (Constitution) of the Lycée Condorcet to: (a) reflect current corporations, charity and education laws and to improve governance processes and frameworks; (b) (c) (d) alter the structure of the board of directors, including: (i) the total number of directors; (ii) the total number of directors elected by the members and appointed by the board; and (iii) the terms of directors; and increase the maximum number of 'Associate Members'; and tidy up the constitution and fix minor typographical errors Notice of Special General Meeting: The Notice of Special General Meeting dated 15 th September 2017 together with an explanatory memorandum was sent by to all members. A copy thereof is annexed to the present minutes. The sent to members also contained links to the New Constitution, the Current Constitution amended with modification proposed by the Board and the new Proxy form. These documents are also hereto annexed. Page 2 of 9

3 2.3. Adoption of agenda The President asked the floor if anyone wished to oppose or propose an amendment to the Special General Meeting s agenda; no remarks were made. Motion: That the agenda of the Special General Meeting of the Lycée Condorcet held on 6 th October 2017 be confirmed and adopted. Proposer: Mr. Benoit Droulez Seconder: Ms. Grace Corbiau Ruling: The motion was carried unanimously. 3. AMENDMENTS TO THE CONSTITUTION: 3.1. Rationale: Following advice sought with the Association Independent Schools (AIS), of which the school is a member, and extensive consultation with the Principal as well as with the relevant authorities related to the Board, the Board is proposing amendments of the Constitution to: Ensure the Constitution s compliancy with latest Australian regulations; Promote further Board stability and efficiency as a result of the continued growth and increased complexity of the school; and Provide Directors with standard Insurance and Liability protection a common practice per the voluntary and non-remunerated nature of the School Board Director role The President s address: The Chair then referred to the Notice of SGM which included notes which provided an explanation for each of the proposed changes. Highlights from his address include: Legal requirements and governance: The President explained that there have been a number of important changes in the legal environment of the school in recent years. Changes to corporations, charity and education laws affect the LCS and it is considered appropriate that the present Constitution be amended to reflect current regulations and improve governance processes and frameworks. As a not-for-profit organisation, the LCS is registered as a charity with the Australian Charities and Not-for-profits Commission (ACNC) and is subject to the governance regime of the Australian Charities and Not-for-profits Commission Act 2012 (Cth) (ACNC Act). There is a need for consolidation between the ACNC governance regime and the Corporations Act 2001 (Cth), under which LCS is registered as a company limited by guarantee. There is also a need that the Constitution reflects the amendments to the Education Act 1990 (NSW) (Education Act), under which LCS is registered as a non-government school as well as changes to its regulatory bodies. For example, provisions relating to the NSW Education Standards Authority, which replaced the Board of Studies, Teaching and Educational Standards NSW on 1 January Page 3 of 9

4 Changes to board structure: Tenure: The President presented the actual School Board s structure and compared the tenure of Board Members with that of the school Principal s contract. In view to promote long term stability for the Board and help the establishment of long term partnership between the two main actors of the school (Principal and Board), the Board proposes that the tenure of Board members be aligned with the minimum term of the AEFE school management appointments (3 years). The importance of establishing long-term strategic direction at the school is crucial for better strategic planning, effective decision making and keeping appropriate skillset in the school. The President reminded members that over the past 5 years, the Board had 30 directors. He admitted that it is not the best outcome in terms of corporate management and efficiency. Changes to number of directors: Directors have pointed out that it requires them a lot of time and dedication to keep up to date and be aware of the company s business. The operational side of the board can be somewhat complex. The President explained that there are two types of directorship on the Board; it is actually composed of Elected Directors and Nominated Directors (also referred to as Associate Members). These changes are proposed in view to facilitate access to skills (for example: financial management) and to remove frustration of people that might not elected as an election process can be quite a tedious and deceiving process. Associate Membership: In order to promote prompt and educated decision making, the Board proposes to reduce the total number of directors to 8-10 and increase the number of nominated directors to 4. The President cited the example of Board Member John McColl who is known as a benefactor to the school. He has no children at the school and can provide an impartial view; he has been very involved in the school over the years and has a strong knowledge of the history of the school Questions and comments from members: The assembly was invited to share their comments and ask questions to the Board after the President s address. Members commented on the presentation as follows: Member s comments: The parent welcomes the idea that the Board is working on the process of appointment of Board Members; he conceded that a majority of directors will have to be approved at the next AGM. Further comments (President): NGOs do strive to find a pool of candidates with the right skillset; we have trouble to find skills put to the service of the community. In this respect, the President added that the Board tries to communicate more and welcomes any help from inside or outside the school community. Page 4 of 9

5 Member s question: How many Associate Members does the Board have? Answer (President): At present, the Board has only one Associate Member (Mr. John McColl). The President restated that it is a good way to bring different skillsets to the Board and attract donations for the school. It is a way to get people outside the school community to get involved and contribute Member s question: Can directors delegate their powers to people or communities/groups independent from the school? Answer (President): The Board can delegate its powers to people of skills that are independent from the school; they can be appointed as Associate Members. Contributing on the Board can be very time consuming and implies a lot of hard work; it is often difficult to find volunteers to help Member s comments: The parent welcomes the initiative of the Alumni Association and congratulates the present Board for supporting the idea. Answer (President): The Alumni Association is a good way to raise money for the school and also to acknowledge the valuable contribution of people outside the school community (for example, honorary alumni students or large donors) Member s comments: Tenure of office of directors Answer (President): In a view to promote a team approach between the Principal and Board, the Board seeks to increase the tenure of office of directors. This will also promote continuity and transparency. The Board s role is to steer the school and in order to allow for some continuity, the Board wishes to hire someone to cater for this situation on the long term. However, with the new Constitution, we will have directors in office until Member s comments: Until 2019, there will be no election; isn t that an issue? Answer (President): If we have a good working Board that should not be an issue. There should be no need for election Member s question: Is the decision making process the same; meaning the majority of board members carry resolutions? Answer (President): The President confirmed that the same rule for decision making (resolutions) apply. Also, the President welcomed suggestions from members but he reckoned that the Constitution cannot and should not be changed often Member s question: What if all seats are occupied by Nominated Directors? Answer (President): The President reminded that the Board is here to help parents. The Board prefers to have elected directors instead of nominated directors as they reflect a better representation of the school community. The President explained that nominated directors will never represent the majority of the Board and that members can have their say if they want to remove or elect a director. Page 5 of 9

6 Associate members outside the community are welcomed (people from Finance industry for example) as they can be a strong stimulus for donations and transmission of company s intelligence Member s question: What about a clause in the constitution for removing directors? It was incorrectly pointed out that the school as a not-for-profit organisation was not bound to have a removal of director s clause in its Constitution. The fact is that the school s Constitution provides clauses for the calling of a General Meeting and not for the removal of Directors. However, the possibility to remove Directors remains and can be requested via a motion approved by simple majority at a General Meeting Member s comments: Conflict of interest of Board Members and donations Answer (President): The President stated that we are in Australia and as such, we are subject to very strict rules concerning conflict of interest, donations, etc. Directors are bound to follow those rules. Anyone with an interest in the decision making should abstain from the voting process. The President also expressed concern towards the mechanism to ask for more donations. Based on the American model, it can become very challenging for the school The school touches a very diverse public and we need to respect that. At the end of the day, the most important thing for the Board is to keep school fees reasonable. Moreover, the President explained that governance rules are put in place for when things go wrong. There is a difference between not-for-profit organisations frameworks and corporate ones. Sometimes, governance can be too heavy for people to understand. There is no ideal governance; it is a framework that is here to help people to do the right thing Acknowledgement of longest board tenure The President explained that we are trying to create a more stable board as we have big projects in progress (Campus 2020). We need people to understand and have a long term vision. He took the opportunity to acknowledge the contribution of Board Member Suzanne McArthur, who actually holds the longest tenure on the Board of the LCS. The President also explained that a Board going on forever is against the concept of democracy. He reassured the assembly that there will still be an election process and the majority of directors on the Board will have to be elected Member s comments: We need 20% of members to call for a general meeting and the quorum is 30 persons present or represented. Don t you think this should be changed? Answer (President): The school runs on practicality and not the constitution. The 20% rule is only to call for an unplanned meeting and directors can be removed by simple majority. Page 6 of 9

7 4. SPECIAL RESOLUTIONS: 4.1. Process for amendment of constitution (Special Resolution) The President reminded the assembly the process for amending the Constitution Passing a special resolution: Pursuant to the Corporations Act 2001 (Cth) (Corporations Act), LCS may amend its constitution if the amendments are approved by special resolution of the members, which means that the resolution must be passed by at least 75% of the votes cast by members who are present at the meeting (whether in person or by proxy) and entitled to vote on the resolution Voting exclusion: Under the Current Constitution, Associate Members and their proxies and attorneys are not entitled to vote on a special resolution to modify or repeal the Current Constitution. Note is taken here that the only Associate Members of the Board is Mr. John McColl who not present nor represented at this meeting Technical note (vote by poll) The President explained that he would not be calling for a show of hands for each proposed Special Resolution after taking into account the number of members present at the meeting and the number of proxies lodged. The Chair will call for a Poll to be taken for the two proposed Special Resolutions Opening and closing of vote The President invited the members to vote and opened the poll at 7.10pm. He then moved to close the vote at 7.30pm Announcement of poll results: The President announced the results of the vote as follows: Resolution 1: FOR 67 votes AGAINST 2 votes ABSTENTION 1 Resolution 1 is passed. Resolution 2: FOR 68 votes AGAINST 2 votes Resolution 2 is passed Special Resolution 1: Motion: 'That the constitution of LCS (excluding clause 50, entitled 'Indemnity') be amended by: (a) (b) inserting all of the words that are underlined; and deleting all of the words that are struck out, Page 7 of 9

8 as set out in the form of constitution in Annexure A to the notice of special general meeting (excluding clause 53, entitled 'Indemnity and insurance').' Moved: Mr. Benoit Droulez MOTION WAS CARRIED. Seconded: Ms. Grace Corbiau 4.6. Special Resolution 2: Motion: 'That clause 50 (entitled 'Indemnity') of the constitution of LCS be amended by: (a) inserting all of the words that are underlined; and (b) deleting all of the words that are struck out, as set out in clause 53 (entitled 'Indemnity and insurance') of the form of constitution in Annexure A to the notice of special general meeting.' Moved: Mr. Benoit Droulez MOTION WAS CARRIED. Seconded: Ms. Grace Corbiau 11. MEETING FINALISATION: Meeting close: There being no further matters to discuss, the President thanked the assembly for their presence and moved to close the meeting at 7.35pm. Motion was seconded by Mr. Christophe Bergeron and carried unanimously. MINUTES APPROVAL: Signed (President) Date Signed (Secretary) Date Page 8 of 9

9 LIST OF ANNEXURES: Document name/specificities Origin 1. Members attendance sheet at the SGM of 6 th October JPG 2. Notice of Special General Meeting dated 15 th September Board 3. The New Constitution of the Lycée Condorcet Board 4. The Current Constitution of the Lycée Condorcet amended with proposed Board modifications 5. The New Proxy Form Board Page 9 of 9