CONSTITUTION SOUTH AUSTRALIAN CRICKET ASSOCIATION LTD (ACN [ ]) A COMPANY LIMITED BY GUARANTEE ADOPTED WITH EFFECT FROM [*] 2018

Transcription

1 Draft: 24 April 2018 CONSTITUTION SOUTH AUSTRALIAN CRICKET ASSOCIATION LTD (ACN [ ]) A COMPANY LIMITED BY GUARANTEE ADOPTED WITH EFFECT FROM [*] 2018 [Explanatory Note: SACA has sought to replicate the substance of the provisions of the existing SACA Constitution as far as possible in this draft new Constitution. Material departures from existing provisions have been indicated with explanatory notes. There are also a number of new or more prescriptive provisions which are inherent in transitioning to a company limited by guarantee structure. Examples of these provisions include more prescriptive rules regarding the appointment of proxies (cl 10), restrictions on the removal of directors by other directors (cl 11.10), additional rights of member s to call meetings and cancellation/postponement of those meetings (cl 7.4).] [Explanatory Note: the tracked changes in this document show the changes from the version that was released to Members for consultation on 7 March The changes reflect comments provided by Members, some consistency changes and the addition of further transitional provisions to assist in ensuring a seamless transition for SACA from an incorporated association to a company limited by guarantee.] Note: The Explanatory Notes in this document do not form part of the Constitution to be tabled at the Special General Meeting and, if approved, adopted as the Constitution of South Australian Cricket Association Limited. Level 9, 211 Victoria Square ADELAIDE SA 5000 T F SYDNEY PERTH MELBOURNE BRISBANE ADELAIDE Liability limited by a scheme approved under Professional Standards Legislation

2 Contents 1 What is the purpose of SACA 1 Purpose 1 Pursuit of purpose 1 General powers under Act 2 2 Becoming a Member 3 How to become a Member 3 When a person becomes a Member 3 3 Classes of Members 3 Classes 3 Eligibility criteria 3 Applications and fees 3 Membership numbers 3 Members shall belong to one class 4 Priority 4 Rejected application 4 4 Rights and obligations of a Member 4 Rights of a Member 4 Voting Members 5 Reciprocal arrangements 6 Obligations of a Member 6 Member's contributions if SACA is wound up 6 Not transferable 6 Membership administration 6 5 Ceasing to be a Member 7 Resignation 7 Suspension or cancellation of Membership by the Board 7 Company to notify Member and record cancellation 7 Other reasons for ceasing to be a Member 7 Consequences of ceasing to be a Member 8 Reinstatement 8 6 Clubs 9 Current Clubs 9 Admission and exclusion 9 Status of Clubs 9 7 General meetings 10 Annual General Meetings 10 Calling general meetings 10 Notice of general meetings 11 Cancellation, postponement and change of venue of general meetings 12 8 Proceedings at general meetings 13 Admission to general meetings 13 Holding a general meeting at two or more places 14 Quorum at general meetings 14 General meeting adjourned if no quorum 14 Chair of general meetings 15 Powers of the Chair 15 9 Decisions of general meetings 16 Resolutions to be passed by majority 16 1

3 No casting vote 16 Demand for a poll 16 Chair's declaration of result conclusive 17 Conduct of poll and other business 17 Withdrawal of demand for a poll 17 Validity of votes 17 Dispute 17 Direct voting Members' representatives at general meetings 18 Representative of more than one Voting Member 18 Form of proxy 18 Lodgement of proxy or attorney documents 18 Authority given by appointment 19 Validity 20 Attendance by appointor 20 Proof of identity Persons who may be Directors 21 Number of Directors 21 Composition of the Board of Directors 21 Member Elected Directors - nomination 21 Member Elected Directors - ballot 22 Premier Cricket Committee Delegate Director 24 Eligibility to be a Director 24 Term of office of Directors 24 Maximum term of office of Directors 25 Resignation of Directors 26 Ceasing to be a Director 27 Vacancies and casual vacancies 27 Alternate Directors Remuneration of Directors Powers and duties of Directors 29 Directors' powers 29 By-laws and Regulations 29 Committees 29 Finance and Audit Committee 30 Nominations Committee 30 Delegation of powers Premier Cricket Committee 32 Membership of Premier Cricket Committee 32 Alternates 32 Vacancies 32 Chair 32 Powers 32 Expulsion and Absent Members 33 By-laws and Regulations 33 Sub-committees 33 Meetings 33 Cooperative Powers 34 Use of Grounds 34 Disputes Proceedings of Board meetings 36 Directors to regulate meetings 36 Quorum for a Board meeting 36 2

4 Convening Board meetings 36 Notice of Board meetings 36 Board meetings by technology 36 Chair of Board meeting 37 Decisions of Directors 37 Acts not invalid 37 Written resolutions of Directors Personal interests of Directors 38 Director's duty to notify 38 Restriction on voting President and Vice-President 40 Office bearers 40 Term of office 40 Delegation by Board Chief Executive 40 Appointment by Board 40 Delegation by Board to Chief Executive 40 Chief Executive to attending meetings Secretary 41 Appointment by Board 41 Consent 41 Removal Patrons 41 Appointment by Board 41 Default appointment 41 Consent Indemnity 42 Persons to whom clause 21.2 applies 42 Indemnity 42 Extent of indemnity 42 Insurance 42 Savings 42 Deed Application of income and property of Company Common Seal and executing documents Winding up Notices General 45 Replaceable rules do not apply 45 Amendment 45 Liability limited by guarantee 45 Governing law and jurisdiction 45 Severance Transitional Provisions 45 Transitional arrangements 45 Transitional Provisions paramount 45 Continuance of Transitional Provisions Definitions Expressions used in the Act 48 3

5 30 Interpretation 48 Schedule Transitional Provisions 49 4

6 SACA s commitment to the Spirit of Cricket SACA is committed to upholding and promoting the spirit of the game of cricket. 1 What is the purpose of SACA Purpose SACA s Purpose The purpose of SACA is to promote, develop and encourage the game of cricket in South Australia. Pursuit of purpose In pursuing its purpose (but without limiting its purpose in any way), SACA may do all of the things set out in paragraphs to (e). (Control and management) SACA may control, manage and promote: cricket matches played between the Clubs, representative matches involving player members of those Clubs, interstate and first class matches and other matches conducted under the auspices of SACA; and cricket matches played at Adelaide Oval and any grounds that SACA has a right to use. (Adelaide Oval and other grounds) SACA may participate in: the control, management, improvement, promotion, maintenance and maximisation of the use of Adelaide Oval and any grounds that SACA has a right to use; and the promotion and conduct of sports, recreation, entertainment, amusements or other events (other than cricket) held at Adelaide Oval or any other grounds or areas that SACA or any body, entity or enterprise described in clause 1.2(d) has or acquires a right to use and any areas or facilities reasonably proximate to Adelaide Oval or such other grounds or areas. (d) (Cricket Australia) SACA may continue its affiliation with Cricket Australia and with such other body or bodies as may be thought fit and to support the objects, functions and undertakings of Cricket Australia. (Other arrangements and activities) SACA may: enter into reciprocal, commercial or other working arrangements with any body, entity or enterprise which performs one or more of the objects or purposes set out in clauses 1.1 and 1.2 or has objects not incompatible with those of SACA or whose objects or activities shall in any manner advance either directly or indirectly the interests of SACA, the Members or SACA s ability to pursue its purpose; establish, promote, concur or assist in establishing, or promoting any other corporation, trust, joint venture or other entity having objectives not incompatible with those of SACA or which performs or promotes one or 1

7 more of the objects or purposes set out in clauses 1.1 and 1.2 or whose objects or activities shall in any manner advance either directly or indirectly the interests of SACA, the Members or SACA s ability to pursue its purpose, and to conduct and carry on any such corporation, trust, joint venture or other entity and to take or otherwise acquire and hold shares, securities, units or any other interest in, and to guarantee payment of any obligations of, any such corporation, trust, joint venture or other entity; or conduct such other business, undertaking or enterprise which the Board considers to advance either directly or indirectly the interests of SACA, the Members or SACA s ability to pursue its purpose. (e) (General) SACA may: accept any gift, loan or bequest of any real or personal property and apply that property to pursue and implement SACA s purpose; do anything else permitted by the law to pursue and implement SACA's purpose; and do anything incidental or conducive to its purpose, or to the pursuit of its purpose. General powers under Act SACA may exercise, in any manner permitted by the Act, any power which a public company limited by guarantee may exercise under the Act in order to achieve, or that is incidental or conducive to, its purpose, or to the pursuit of its purpose. 2

8 Membership of SACA 2 Becoming a Member How to become a Member A person may become a Member if: they have agreed to become a Member in a Membership Class; and they have satisfied the conditions of Membership in that Membership Class as the Board may from time to time decide. When a person becomes a Member A person becomes a Member once their name is entered in the Register. 3 Classes of Members Classes Membership of SACA shall fall into the following classes: (d) (e) (f) (g) (h) Full Members; Country Members; Life Members; Honorary Life Members; Tenured Members; Honorary Services Rendered Members; Junior Members; Premier Cricket Committee Members; and such additional classes of Membership as the Board may from time to time establish. [Explanatory Note: this reflects the Membership Classes in the existing Rule 6.1 except that the class of Honorary Membership is now redundant (there are no members in that class) so the class has been omitted.] Eligibility criteria The Board may determine from time to time any criteria or qualifications for a class or classes of Membership that a person must meet in order to become and remain a Member. Applications and fees The Board may determine from time to time: requirements relating to applications for admission to Membership; and Membership Fees and subscriptions payable in respect of each class of Membership. [Explanatory Note: this broadly reflects the existing Rules 6.2(g), 6.2 and 10.1.] Membership numbers The Board may from time to time: 3

9 determine the maximum number of persons that may be admitted as a Member or class of Member; or determine procedures relating to waiting lists for any class of Membership. [Explanatory Note: this reflects the existing Rule 6.2(d) which provides that the number of members in each class shall be as determined by the Board, and existing Rule 6.2(h) which provides that procedures relating to waiting lists for any class of Membership shall be as determined by the Board.] Members shall belong to one class A Member may belong to only one class of Members, except a Premier Cricket Committee Member who may also belong to another class of Members. Priority The Board may, in its absolute discretion, give priority for admission to any application for Membership made by a person on any ground which it deems just and equitable. [Explanatory Note: this replicates the existing Rule 7.] Rejected application The Board may reject a person s application for Membership. [Explanatory Note: the existing Rules do not expressly set out when the Board may refuse an application. However, it is implicit that they have such power though as Rule 8 provides an appeal process for any applicant whose membership application is rejected by the Board of Management. The purpose of this provision is therefore to make this implicit power in the existing Rules, explicit.] Any applicant whose membership application is rejected by the Board may appeal, for election, to the AGM next following the date of such rejection. Written notice of such intention to appeal must be lodged by the rejected applicant with the Chief Executive Officer no later than the first day of the month preceding the month in which the AGM is to be held. If the applicant is not elected a Member of SACA by a special resolution of the Members present (in person or by proxy) and voting, that person s Membership application will fail. [Explanatory Note: this right is to reflect the existing Rule 8 except that it has been changed from the 15 th day of August to the first day of the month preceding the month in which the AGM is held. This is to reflect that a public company s AGM may be held within 5 months of the end of its financial year (not just in the month of September) and to ensure SACA is able to comply with the notice requirements for special resolutions under the Corporations Act. Specifically, SACA will be required to give at least 21 days notice of its AGM (see clause 7.3). If an AGM is to be held before the 15 th day of a month and the notice of intention to appear is only provided on or shortly before the 15 th day of the preceding month, it may be difficult for SACA to include that notice in the notice of AGM.] 4 Rights and obligations of a Member Rights of a Member Subject to clause 4.2, a Member, upon payment of their annual Membership Fee is entitled: to admission: [Explanatory Note: provisions relating to the issue of Member s Tokens (existing Rule 11.1 as well as Rules 12 and 13) are to be moved to the By-Laws to provide flexibility to make changes to 4

10 those Tokens to reflect possible future advances in technology. The Membership By-laws will be updated to ensure that their format, language and terminology is consistent with this proposed new Constitution. However, the principles and substance of those By- Laws is not expected to change and it is intended there will be no derogation of existing fundamental Member rights.] (A) (B) to all parts of the Adelaide Oval during the conduct of cricket matches played under the auspices of SACA or Cricket Australia and during the conduct of Australian Rules football matches in the South Australian football competition played under any agreement between SACA and the SANFL, in each case subject to any Adelaide Oval safety or security limitations or requirements and excluding any public or hospitality ticketed areas, media facilities or other restrictions determined by the Board or AOSMA; and [Explanatory Note: the part of this clause beginning in each case subject to any Adelaide Oval safety is not included in the existing Rule 11. Nor are there currently any restrictions on any public or hospitality ticketed areas, media facilities or other restrictions. However, those words reflect current practice with respect to Member access to Adelaide Oval.] otherwise to such parts of Adelaide Oval, and at such times as the Board determines from time to time; [Explanatory Note: clauses 4.1(A)-(B) reflect the existing Rule 11 (except as noted above).] to the rights, benefits and privileges described in this Constitution; and to such other rights, benefits and privileges as the Board may determine from time to time for that class of Member. Subject to clauses 4.1 and 4.2 and unless otherwise determined by the Board, the rights, benefits and privileges of Members and each Membership Class shall be determined annually and only have effect in relation to each separate Membership Year. Voting Members Only Members who are a: (iv) (v) (vi) (vii) (viii) Full Member; Country Member; Life Member; Honorary Life Member; Tenured Member; Honorary Services Rendered Member; Premier Cricket Committee Member; or [Explanatory Note: the existing Rules refer to Grade Cricket. As per recent changes in terminology instituted at a national level, all references to Grade Cricket have now been changed to Premier Cricket.] such other class as is determined by the Board, 5

11 are entitled to receive notices of, attend and vote at meetings of SACA. [Explanatory Comment: existing Rule 9.1 provides that only these members will be competent or entitled to vote or take part in any proceedings of the Association. It follows that only these members should receive notices of meetings of SACA (noting, in any event, that the notices are available to the public anyway on SACA s website).] Without limiting clause 4.1 and any right of recovery for unpaid Membership Fees, if a Member has not paid any Membership Fees by the due date notified to Members or such later date as is determined by the Board, all rights attaching to that Member s Membership are automatically suspended until the outstanding Membership Fee is paid in full. [Explanatory Note: the existing Rule 9.3 in effect permits Members who held Membership at the end of a financial year but have not paid their Membership Fees by 1 September to still vote on any Board election held at any AGM (but not other resolutions at the AGM) between 1 September and when they are removed as a Member (usually 31 October). This therefore represents a departure from the existing Rules and is to ensure that such Members are unable to vote on elections held during this period. Under the existing Rule 9.2 such Members are already unable to vote on other resolutions at any AGM held during this period.] Where a person belongs to more than one class of Membership, they may only exercise one vote. Reciprocal arrangements The Board may cause SACA to enter into reciprocal arrangements with the controlling authorities of cricket grounds in other states of Australia and elsewhere which will provide for Members having rights of entrance to the grounds of such authorities and the members of such ground authorities having access to Adelaide Oval on such terms and conditions as may be mutually agreed. Obligations of a Member Members and classes of Members will have such obligations and be subject to such terms and conditions as the Board may determine from time to time for that class of Member. Member's contributions if SACA is wound up A Member undertakes to contribute up to $0.10 to the property of SACA if SACA is being wound up while they are a Member or at any time before one year after they cease to be a Member. Their contribution is to be used: to pay the debts and liabilities of SACA contracted before they cease to be a Member; to pay the costs, charges and expenses of winding up; and to meet any other requirements set out in the Act. Not transferable Membership is not transferable. Membership administration The Board may from time to time make rules (including by way of By-law or Regulation) concerning the administration of Membership generally, including: the admission of persons as Members; 6

12 (d) (e) the lapse of Membership; continuity or renewal of Membership; refunds of Membership Fees; and provision of services to Members. 5 Ceasing to be a Member Resignation At any time, a person may resign as a Member by writing to SACA. The resignation is effective on the later of when SACA receives it and the time set out in the resignation. Suspension or cancellation of Membership by the Board The Board may suspend or cancel a Membership and, if cancelled, remove the Member's name from the Register for that Membership if: (iv) the Member is in breach of this Constitution or any By-laws or Regulations made under this Constitution; the Member has failed to pay any Membership Fees or other amounts owing to SACA by the time required by any By-laws or Regulations made under this Constitution; the Member has infringed any Act of Parliament or any by-law or regulation made under an Act of Parliament in using Adelaide Oval or any grounds used or controlled by SACA; or the Member's conduct is, in the opinion of the Board, prejudicial to the interests or reputation of SACA. [Explanatory Note: the ability to suspend or cancel membership for conduct prejudicial to the interest or reputation of SACA is not expressly included in the existing Rule 27 and has been added.] The Board may from time to time make rules (including by way of By-law or Regulation) concerning the administration of Membership suspensions and cancellations and associated procedures. [Explanatory Note: for example, SACA may implement Terms of Reference for Members Conduct, similar to the existing terms which set out the procedure to be followed membership cancellations and suspensions (including investigations and member rights of review).] Company to notify Member and record cancellation Promptly after a Membership is cancelled, SACA: must notify the relevant Member of the cancellation; and must record the cancellation and its date in the Register. Other reasons for ceasing to be a Member If a Member dies, then their Membership automatically ceases on that date. If a Premier Cricket Committee Member ceases to be a member of the Premier Cricket Committee, then their Membership in the class of Premier Cricket Committee Member automatically ceases on that date. 7

13 Consequences of ceasing to be a Member If a person ceases to be a Member, then: they cease to be entitled to the rights, benefits and privileges of Membership unless the Board determines otherwise; and they continue to be liable for: (A) (B) all Membership Fees and other amounts they owe to SACA which are due and unpaid when they cease to be a Member; and amounts which they are, or may become, liable to pay SACA under clause 4.5, but they otherwise cease to have any obligations as a Member. (No refunds) If a person ceases to be a Member before the end of a term that they have paid their Membership Fees for, the Member is not entitled to any refund of those fees. Reinstatement The Board may reinstate a suspended or cancelled Membership on any terms and at any time as the Board determines. 8

14 Clubs 6 Clubs Current Clubs Subject to clause 6.2, the following are the Clubs: (d) (e) (f) (g) (h) (j) (k) (l) (m) Adelaide Cricket Club Inc; Adelaide University Cricket Club Inc; East Torrens District Cricket Club Inc; Glenelg District Cricket Club Inc; Kensington District Cricket Club Inc; Northern Districts Cricket Club Inc; Port Adelaide Cricket Club Inc; Prospect District Cricket Club Inc; Southern District Cricket Club Inc; Sturt District Cricket Club Inc; Tea Tree Gully District Cricket Club Inc; West Torrens District Cricket Club Inc; and Woodville District Cricket Club Inc. Admission and exclusion A Club may be admitted to or excluded from SACA upon special resolutions passed by each of the Premier Cricket Committee and the Board. [Explanatory Note: the existing Rule 15 is silent on the amount of notice that must be given to the Premier Cricket Committee and the Board of such a resolution. As per the special resolution definition in clause 28, a minimum notice period of 21 days has been specified. It is considered that this should give the Board and Premier Cricket Committee sufficient time to consider any such resolution.] On the recommendation of the Premier Cricket Committee, subject to the approval of the Board, any two or more of the Clubs may merge with such financial or other incentives and on such other terms and conditions as shall be determined from time to time by the Board. Status of Clubs The Clubs are not Members and as such have no rights or obligations pursuant to this Constitution. [Explanatory Note: this clause 6 is the same as Part 3 of the existing Rules.] 9

15 7 General meetings Conduct of Members Meetings and Other Matters Annual General Meetings SACA must hold its AGM on a date nominated by the Board and in accordance with the Act. [Explanatory Note: Rule 64 of the existing Rules states that the AGM shall be held in September of each year. Section 250N of the Corporations Act provides that an AGM must be held within 5 months of the end of SACA s financial year (ie any time up to 30 November). SACA currently intends to continue holding its AGMs in September.] The business of an AGM is: (iv) (v) to receive reports on the activities of SACA during the previous financial year; to receive SACA's financial statements, the Directors' statement and report, and the auditor's report on the financial statements; to declare the elected Members Elected Directors to the Board; to deal with any other matter of which notice has been duly given; and to transact any other business which under this Constitution or the Act ought to be transacted at an AGM. [Explanatory Note: these items are the same as those in Rule 64 of the existing Rules but with (iv) and (v) also added. Paragraphs and (e) relating to confirmation of minutes have been removed because under the Corporations Act minutes must be kept within one month of the meeting and signed within a reasonable time.] [Explanatory Note: existing Rule 66.5 provides a single Member with the right to propose a resolution to be voted on at an AGM. By moving to a company structure, the Members will gain rights to propose resolutions under sections 249N and 249P of the Corporations Act. Those sections entitle members holding at least 5% of the votes or 100 members entitled to vote to give a company notice of a resolution they propose to move at a general meeting as well as a members statement regarding any resolution proposed to be moved at a general meeting or any other matter that may be considered at a general meeting. Based on current Membership numbers, 100 voting members represents approximately 0.4% of the approximately 23,000 SACA Voting Members.] Calling general meetings The Board, or the President, may call a general meeting whenever they think fit. The Board must call and arrange to hold a general meeting on the request of at least 200 Voting Members. Any such request must be in writing, state any resolution to be proposed at the meeting and be signed by the Members making the request. [Explanatory Note: this replicates the existing Rule 65. The only differences are that that Rule refers only to Members rather than Voting Members and does not expressly require the request to be signed by all Members (although as the request must be in writing, the proper interpretation of the Rule is 10

16 considered to be that the request must be signed or otherwise authenticated by all of the Members).] [Explanatory Note: it is noted that section 249D of the Corporations Act also permits members holding 5% of votes to request the Directors to call and arrange to hold a general meeting. The 5% threshold is likely to be significantly higher than 200 Members.] Notice of general meetings (Notice required) SACA must give a notice of a general meeting: to each Voting Member; and [Explanatory Note: the existing Rule 9.1 lists the 7 classes of members that will be competent or entitled to vote or take part in any proceedings of the Association (i.e. voting members). The existing Rule 66 provides that notice must be given to Members (and does not exclude non-voting members). However, as per the explanatory note to clause 4.2, SACA proposes that notices not be provided to non-voting members (noting, in any event, that they can be accessed on the SACA website).] in accordance with the Act. [Explanatory Note: section 249H of the Corporations Act requires at least 21 days notice be given. This is the same amount of notice as required by the existing Rule 66.1.] (Notice to be displayed on website and at Office) SACA must publish the notice of a general meeting on its website at least 21 days before the meeting. If a Member does not provide an address to SACA for the purposes of receiving notices, the Member will be deemed to have notice of any general meeting at the date and time SACA publishes the notice on its website. [Explanatory Note: this is to reflect the existing Rule 66.3.] The objects of any general meeting, including the subject matter of any resolutions sought to be passed, shall be displayed in the Office at least 21 days before the meeting, and shall be open to the inspection of all Members during that period. [Explanatory Note: this reflects the existing Rule ] (d) (Advertisement in South Australian newspaper) Unless the Voting Members resolve otherwise, SACA must advertise the time and place of any general meeting by advertisements appearing at least twice in one of the newspapers of state-wide circulation in South Australia with the last advertisement to be circulated at least 21 days before the date of the meeting. [Explanatory Note: this is to reflect the existing Rule However, to reflect that in the future advertisements in newspapers may be less common and/or circulation of newspapers may decline such that Members no longer require the time and place of general meetings to be so published, SACA has provided an ability for Voting Members to resolve that they no longer require the notice to be advertised in this way.] (Content of notice) A notice of a general meeting must: set out the place, date and time for the meeting and if the meeting is to be held in two or more places, the technology that is to be used to facilitate this; state the general nature of the meeting's business; 11

17 (iv) if a special resolution is to be proposed at the meeting, set out an intention to propose the special resolution and state the resolution; contain a statement setting out the following information: (A) (B) that a Member who is entitled to attend and cast a vote at the meeting has a right to appoint a proxy; and that the proxy need not be a Member; and [Explanatory Note: section 249X of the Corporations Act contemplates a proxy being a non-member and it is not possible to limit proxies to persons who are members. This differs from the existing Rule 67A.1 which requires a proxy to be a member.] (v) set out any other matters required by the Act. (e) (Attendance waives certain rights) A person's attendance at a general meeting waives any objection that person may have to a failure to give notice, or the giving of a defective notice, of the meeting - unless the person at the beginning of the meeting objects to the holding of the meeting. Cancellation, postponement and change of venue of general meetings (Who can cancel) General meetings (including postponed or adjourned general meetings) may be cancelled or postponed (as the law allows) by the persons set out in paragraphs to (vi). (iv) (v) (vi) A general meeting called by the Board, other than a general meeting called under clause 7.2 or section 249D of the Act, may be cancelled or postponed by the Board as it thinks fit. A general meeting called by the President may be cancelled or postponed by the President as the President thinks fit. A general meeting called by the Board under clause 7.2 may only be cancelled or postponed by the Board if SACA receives either a request to do so, or a consent to it doing so, which has been signed by 75% of the Members who signed the request to call the meeting. A general meeting called by the Board under section 249D of the Act may only be cancelled or postponed by the Board if SACA receives either a request to do so, or a consent to it doing so, which has been signed by all of the Members who signed the request to call the meeting. A general meeting called by the Members under section 249E of the Act may only be cancelled or postponed by all of the Members who called the general meeting. A general meeting called by the Members under section 249F of the Act may only be cancelled or postponed by all of the Members who called the general meeting. [Explanatory Note: this clause 7.4 is to reflect the legal position that after a notice of meeting has been validly issued, the meeting cannot be cancelled (or postponed) unless the constitution permits this.] (Who can change the venue) The venue for general meetings (including postponed or adjourned general meetings) may be changed (as the law allows) as follows: 12

18 the venue for any general meeting called by the Board or the President (including a general meeting called under section 249D of the Act) may be changed by the Board; and the venue for any general meeting called by the Members under section 249E or 249F of the Act may be changed by all of the Members who called the general meeting. (d) (e) (Who the notice must be given to) A notice cancelling, postponing or changing the venue for a general meeting must be given to each Voting Member and to every other person entitled to be given notice of that meeting under the Act. (Timing of notice) A notice cancelling, postponing or changing the venue for a general meeting must be given at least 5 days before the time at which the general meeting was to be held. (Content of notice) A notice: cancelling a general meeting must state the reason for the cancellation; and postponing or changing the venue for a general meeting must state: (A) (B) the reason for the postponement or change of venue; and the date, time and place of the general meeting or the postponed general meeting (as the case may be). (f) (Costs of cancelling, postponing or changing venue) Unless the Board decides otherwise: the cost of cancelling or postponing a general meeting under clause 7.4 or 7.4(iv) must be paid for by the Members who signed the request or consent to cancel or postpone that meeting; and the cost of cancelling, postponing or changing the venue for a general meeting under clause 7.4(v), 7.4(vi) or 7.4 must be paid by the Members who called that meeting. In any other case, the cost of cancelling, postponing or changing the venue for a general meeting of SACA must be paid for by SACA. 8 Proceedings at general meetings Admission to general meetings The Chair of a general meeting may take any action the Chair considers appropriate for the orderly conduct of the meeting. In exercising this power (without in any way limiting any other powers of the Chair), the Chair may expel or refuse admission to a person who: behaves or threatens to behave in a dangerous, offensive or disruptive manner; or is not: a Member who is entitled to attend the general meeting, or their proxy or attorney; or a Director, officer or an auditor of SACA. 13

19 Holding a general meeting at two or more places (Holding meeting at multiple places allowed) SACA may hold a general meeting at two or more places using any technology which gives the Members as a whole a reasonable opportunity to participate. (Technology requirements) Subject to clause 8.2(e), the technology used to hold a meeting in two or more places must, as a minimum, allow: every Member attending the meeting to hear each person who addresses the meeting; every person who addresses the meeting to simultaneously be heard by each of the Members attending the meeting; and the Chair to be aware of the proceedings in the other places at which the Chair is not present. (d) (e) (Quorum for meeting held at multiple places) At a meeting held in two or more places using technology, a quorum is taken to be present if the minimum number of Members required to form a quorum specified in clause 8.3 is present in aggregate in all of the places at which the meeting is held. (Official venue) A meeting held in two or more places using technology is taken to be held at the place at which the Chair is present. (Handling technical difficulties) If, either before or during the meeting, any technical difficulty causes one or more of the matters set out in clause 8.2 to be not satisfied; the Chair may: (A) (B) adjourn the meeting until the difficulty is remedied; or continue to hold the meeting and transact business in the place where the Chair is present (and any other place which is linked under clauses 8.2 and 8.2); and no Member may object to the meeting being adjourned, being held or continuing. Quorum at general meetings A quorum must be present when business starts to be transacted at any general meeting. For all general meetings, a quorum is 30 Voting Members. They may be present in person or by proxy or attorney. A person who is attending both as a Member and as a proxy or attorney for another Member is counted for each capacity or appointment for determining whether a quorum is present. [Explanatory Note: this provision requires that a quorum only be present at the start of the meeting. It differs from the existing Rule 67.4 which provides that no item of business shall be transacted unless a quorum is present during the time the meeting considers that item. Requiring quorum only at the start of a members meeting better reflects general practice.] General meeting adjourned if no quorum If within 30 minutes after the time appointed for a general meeting to start, a quorum is not present, then the meeting is to stand adjourned to such day (being within 10 Business Days), time and place as the Chair shall announce at the meeting. 14

20 If at an adjourned meeting a quorum is not present within 30 minutes after the time appointed for the meeting to start, the Voting Members present in person or by proxy or attorney (being not less than 15), shall constitute a quorum and may transact the business for which the meeting was called. No notice of such adjourned meeting needs to be given to the Voting Members. If less than 15 Voting Members are present at the adjourned meeting then the meeting is to be dissolved. Chair of general meetings (d) The Board shall appoint a Director to preside as Chair at every general meeting and meeting of Directors. That Director is entitled to preside as Chair at every general meeting. The Board may appoint a Deputy Chair to preside as Chair at every general meeting and meeting of Directors at which the Chair is absent or unable or unwilling to act as Chair. The Board may appoint a Director to preside as Chair at a specific general meeting at which neither the Chair nor the Deputy Chair (if one has been appointed) will be present or willing to act as Chair (Stand-in Chair). If: the Board has not appointed a Director to act as Chair, Deputy Chair or Stand-in Chair; neither the Chair nor the Deputy Chair nor the Stand-in Chair is present within 15 minutes after the time appointed for the meeting to start; or neither the Chair nor the Deputy Chair nor the Stand-in Chair is willing to act as Chair, then the Members present in person or by proxy or attorney must choose a Member present (in person or by proxy or attorney) to be Chair. [Explanatory Note: this reflects the existing Rule 67.2 except that this clause provides for the appointment of a Deputy Chair and rights to appoint a Director to Chair a specific general meeting (which are not unusual provisions in company constitutions).] Powers of the Chair The Chair has the powers in paragraphs to (vii). (Conduct) The Chair is responsible for the general conduct of the meeting and for the procedures to be adopted at the meeting. (Procedure) The Chair may require the adoption of any procedure which is, in the Chair's opinion, necessary or desirable for: (A) (B) proper and orderly debate or discussion - including limiting the time that a person present may speak on a motion or other item of business before the meeting; and the proper and orderly casting or recording of votes at the meeting - whether on a show of hands or on a poll. (Terminate discussion) The Chair may, subject to the Act, terminate discussion or debate on any matter whenever the Chair considers it necessary or desirable to do so for the proper conduct of the meeting. 15

21 (iv) (v) (Refuse discussion) The Chair may refuse to allow debate or discussion on any matter which is not within the business stated in the notice of meeting or clause 7.1. (Refuse amendment) The Chair may refuse to allow any amendment to be moved to a resolution of which notice has been given under clause 7.3. (vi) (Postpone) The Chair may, without limiting the rights under clause 7.4, postpone the meeting before it has started (whether or not a quorum is present) if at the time and place appointed for the meeting, the Chair considers that: (A) (B) there is not enough room for the number of Members who wish to attend the meeting; or a postponement is necessary - in light of the behaviour of the people present, or for any other reason - so that the business of the meeting can be properly carried out. (vii) (Time, place and venue of postponed meeting) The Chair may decide the time, place and venue of a meeting postponed under clause 8.6(vi). Nothing in this clause 8.6 is to be taken to limit the powers that the law confers on the Chair. 9 Decisions of general meetings Resolutions to be passed by majority A resolution (unless the law requires it to be passed by a special majority) on a question arising at a general meeting is decided by a majority of votes cast by the Voting Members present in person or by proxy or attorney, on a show of hands or on a poll, as the case may be. For all purposes (other than where a special majority is required) a majority vote is a decision of the Members. No casting vote Subject to clause 11.4(f), if there is an equality of votes (whether on a show of hands or on a poll) the Chair is not entitled to a casting vote. [Explanatory Note: Rule 33.7 provides the Chair with a casting vote on elections of Members Representatives but the Rules are otherwise silent on whether the Chair has a casting vote at meetings of members. This clause therefore provides that the Chair does not have a casting vote in any other circumstances.] Demand for a poll At any general meeting, a resolution put to the vote of the meeting is decided on a show of hands unless a poll is demanded: by the Chair; by at least five Members entitled to vote on the resolution; or in any other circumstances permitted by the Act. [Explanatory Note: the existing Rules contemplate voting by poll (referred to as by ballot ) but are silent on how and when a ballot may be demanded. This clause 9.3 reflects the position under section 250L of the 16

22 Corporations Act the third circumstance in which a poll may be requested under the Act is by Members with at least 5% of the votes that can be cast on the resolution which does not add anything to clause 9.3.] A poll may be demanded: before a vote is taken; before the voting results on a show of hands are declared; or immediately after the voting results on a show of hands are declared. Chair's declaration of result conclusive If the Chair declares the result of a vote on a show of hands on a resolution and an entry to that effect is made in the minutes of the proceedings of SACA, then that is conclusive evidence of the result unless a poll is demanded in accordance with clause 9.3 and the demand is not withdrawn. There does not need to be any other proof of the number or proportion of the votes recorded in favour of or against the resolution. Conduct of poll and other business (d) If a poll is demanded at a general meeting, then the Chair is to decide the manner and the time and place at which it is to be taken. The result of the poll is taken to be the resolution of the meeting at which the poll was demanded. After a demand for a poll, the meeting can continue to transact any business other than the question on which a poll has been demanded. The Chair may, in their absolute discretion, declare a meeting closed before the result of a poll is known and announce, or cause SACA to announce, the results of the poll once known after the meeting. Withdrawal of demand for a poll The demand for a poll may be withdrawn. Validity of votes An objection as to the validity of any vote can be made only at the meeting or adjourned meeting or poll at which the vote is tendered. Every vote not disallowed at the meeting or poll is valid. The Chair's decision as to whether a vote is allowed is final and conclusive. Dispute The Chair is to decide any dispute as to the validity, admission or rejection of a vote on a show of hands or on a poll. That determination is final and conclusive. Direct voting The Board may decide that Members who are entitled to vote on a resolution at a meeting are entitled to a direct vote in respect of that resolution. A "direct vote" includes a vote delivered to SACA by post, fax or other electronic means approved by the Board. The Board may prescribe rules about direct voting, including specifying the form, method and timing of giving a direct vote for the vote to be valid. [Explanatory Note: this modernises the provisions in existing Rule 68 relating to direct voting and also extends it to all resolutions (the existing Rule is limited to special resolutions).] 17

23 10 Members' representatives at general meetings Representative of more than one Voting Member If a person present at a general meeting represents (as proxy or attorney) more than one Voting Member, then: on a show of hands: the person is entitled (unless the person is prohibited from voting under clause 10.4(f)) to one vote only regardless of the number of Voting Members the person represents; and that vote is cast for all the Voting Members the person represents; on a poll taken on a resolution, the person is entitled to one vote for each Membership of each Voting Member that the person represents as proxy or attorney (except where the person is directed to abstain from voting on the resolution); and the person must not exercise that vote in a way that would contravene any directions given to the person in any instrument appointing the person as a proxy or attorney. Form of proxy Subject to clauses 10.2 and 10.2, an instrument appointing a proxy is valid if it is in accordance with the Act or in any form the Board prescribes or approves. If sent by post or fax, the instrument appointing a proxy must be signed by the Member making the appointment or the Member's attorney duly authorised in writing. If sent by electronic transmission, an instrument appointing a proxy is taken to have been signed if it has been authorised or authenticated by the Member making the appointment in the manner the Board approves or as specified in the notice of meeting. Lodgement of proxy or attorney documents A proxy or attorney may vote at a general meeting or adjourned or postponed meeting (as the case may be) only if the instrument appointing the proxy or attorney, and the original or a certified copy of the power of attorney or other authority (if any) under which the instrument is signed, are received by SACA: at the Office, the fax number at the Office or at such other place, fax number or electronic address specified for that purpose in the notice of meeting; and at least 48 hours before the scheduled commencement time for the meeting or adjourned or postponed meeting (as the case may be) at which the person named in the instrument proposes to vote. The scheduled commencement time is as specified in the notice of meeting or as declared by the Chair (as the case may be). [Explanatory Note: the current period under Rule 67A.4 is at least 3 days before the meeting. However, section 250B of the Corporations Act specifies a maximum period of at least 48 hours before the meeting although a shorter period can be specified. The period has been specified as 48 hours because that is closer to the time in the existing Rules.] An undated proxy is taken to be dated on the day that it is received by SACA. 18

24 Authority given by appointment (Authority) Unless the terms of the appointment specify to the contrary, an appointment confers authority on a proxy or attorney: to agree to a general meeting being convened by shorter notice than is required by the Act or by this Constitution; to speak to any proposed resolution on which the Member may vote; and to demand or join in demanding a poll on any resolution on which the Member may vote. (Other resolutions) Unless the terms of the appointment specify to the contrary, even if the instrument of appointment refers to specific resolutions and directs the proxy or attorney on how to vote on those resolutions, the appointment is taken to confer authority: to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion; to vote on any procedural motion; and to act generally at the meeting. (Postponed or adjourned meeting) Unless the terms of the appointment specify to the contrary, if the instrument of appointment refers to a specific meeting to be held at a specified time or venue and the meeting is postponed or adjourned or changed to another venue, then the appointment confers authority to attend and vote: at the postponed or adjourned meeting; or at the new venue. (d) (e) (Appoint Chair) The instrument appointing a proxy may provide for the Chair to act as proxy in the absence of any other appointment or if the person or persons nominated fail or fails to attend the meeting. (Direct proxy how to vote) The instrument appointing a proxy may direct the manner in which the proxy is to vote in respect of a particular resolution. If the Chair determines, in their absolute discretion, that a proxy has voted in a manner inconsistent with the directions of their appointor, that vote shall be rendered invalid. [Explanatory Note: this differs from the existing Rule 67A.2(e) which requires a proxy form to specify how the proxy is to vote (though under Rule 67A.3 the Chair may determine that an appointment is valid even if it doesn t contain all of the information required by that Rule.). A provision similar to Rule 67A.5 (which requires that a person must vote in accordance with the directions of the appointor in respect of a particular resolution) has not been included because the casting of votes by proxies where the form specifies how to vote is governed by section 250BB of the Corporations Act. That section does not require proxies to vote (other than where the proxy is the Chair) but provides that if they do vote, they most vote in the manner directed. The second sentence of this clause 10.4(e) reflects the second sentence of the existing Rule 67A.5. It is noted that under section 250BC of the Corporations Act proxies will transfer to the Chair if the appointment specifies how to vote on a resolution, a poll is demanded on that resolution and the proxy either is not in attendance or does not vote on the resolution.] 19