NOTICE OF EXTRAORDINARY GENERAL MEETING

Transcription

1 NOTICE OF EXTRAORDINARY GENERAL MEETING of The Migration Institute of Australia Limited ACN to be held on Friday 8 September 2017 at 4pm (AEST) Castlereagh Boutique Hotel, Level 1 Club Meeting Room, 169 Castlereagh St, Sydney Voting Generally The Company s Constitution provides that each Voting Member present in person or by proxy is entitled to one vote, provided that all joining fees and membership fees owing to the Institute have been paid by that Voting Member. At any General Meeting, a resolution put to the vote of the meeting shall be decided on by a show of hands unless a poll is demanded by a Voting Member present in person or by proxy. The demand for a poll may be withdrawn. A poll may not be demanded on the appointment of the Chairperson for the General Meeting, an adjournment or a procedural motion. Proxy If you are a Member entitled to attend and vote, you are entitled to appoint one proxy. If you wish to appoint a proxy, please use the form provided and return it to the Migration Institute, at the address specified on the proxy form by 4pm on Wednesday 6 September 2017 or by to EGM@mia.org.au RSVP Members are asked to RSVP by 4pm on Wednesday 6 September 2017 by to EGM@mia.org.au Explanatory Statement The Explanatory Statement provides additional information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting. Terms and abbreviations used in this Notice of Meeting are defined in the Glossary. 1

2 NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is given of an Extraordinary General Meeting of Members of The Migration Institute of Australia Limited ACN to be held at 4pm (AEST) on Friday 8 September 2017 at Castlereagh Boutique Hotel, Level 1 Club Meeting Room, 169 Castlereagh St, Sydney. Chair s Address and Welcome AGENDA The Chairperson, Ms. Angela Julian-Armitage, National President, will make a short presentation and welcome all the Members and others in attendance. Resolution 1: Amendment of the Constitution of the Company to extend the maximum term for Directors To consider and, if thought fit, to pass the following resolution as a special resolution pursuant to section 136(2) of the Corporations Act 2001: That with immediate effect, the proposed amendments to clauses 15.1, 17.1, 27.7 and 27.8 of the Constitution of the Company set out in Annexure A, be approved and adopted. Resolution 2: Amendment of the Constitution of the Company to permit the use of technology at General Meetings, Board meetings and Board elections To consider and, if thought fit, to pass the following resolution as a special resolution pursuant to section 136(2) of the Corporations Act 2001: That with immediate effect, the proposed addition of new clauses 11A and 24A and the proposed amendments to clause 16.4 of the Constitution of the Company, set out in Annexure B, be approved and adopted. Resolution 3: Amendment of the Constitution of the Company to permit the appointment of alternate directors To consider and, if thought fit, to pass the following resolution as a special resolution pursuant to section 136(2) of the Corporations Act 2001: That with immediate effect, the proposed addition of a new clause 18A of the Constitution of the Company set out in Annexure C, be approved and adopted. Resolution 4: Administrative amendments to the Constitution of the Company To consider and, if thought fit, to pass the following resolution as a special resolution pursuant to section 136(2) of the Corporations Act 2001: That with immediate effect, the proposed amendments to clauses 1.2, 5, 6.3, 7.3, 8.4 & 8.5, 10.2, 10.5, 11.2, 12, 13.2, 15.2, 16, 17.4 & 17.5, 18.2, 21, 24, 25, and 27 of the Constitution of the Company set out in Annexure D, be approved and adopted. 2

3 A detailed explanation of the background to, and the reasons for, these proposed special resolutions is set out in the attached Explanatory Statement (which forms part of this notice). Proxy Voting A Proxy Form is attached. To be valid, properly completed forms must be received by the Migration Institute no later than 4pm Wednesday 6 September By Order of the Board Ms. Angela Julian-Armitage Chairperson 16 August

4 ANNEXURE A Resolution 1: Extending the maximum term for Directors 15. Appointments to the Board 15.1 The Board will consist of seven Directors comprising: (a) (b) (c) (d) the Five Branch Presidents elected before every third second annual general meeting in accordance with clause 27.7 (or alternatively any other Voting Member of the Branch nominated by that Branch President) for representing each of the five Branches in existence at the time of adoption of this Constitution, namely Qld/NT, NSW/ACT, Vic/Tas, SA and WA. Two persons appointed by the Board, following recommendation by the Nominations Committee, for a period of two three years. One of these persons shall be a Voting Member of the Institute; the other shall be independent of the membership. These persons will be chosen for their expertise in matters consistent with the Institute s objectives. No Director shall serve more than two three consecutive terms. Every director in office following the extraordinary general meeting at which the changes to this Constitution are adopted ( Existing Directors ) continues in office subject to, and is taken to have been appointed or elected under, this Constitution. For the avoidance of doubt, this means that: (i) (ii) Existing Directors who have already served one term of two years following the extraordinary general meeting at which the changes to this constitution are adopted will be eligible to stand for re-election for two further terms of three years; and Existing Directors who have already served two consecutive terms of two years following the extraordinary general meeting at which the changes to this constitution are adopted will be eligible to stand for re-election for a third term of three years at the 2017 board and branch president elections. The first appointment of Directors in accordance with clause 15.1(b) will take place after the 2010 annual general meeting. This will result in the appointed Directors taking office in alternate years to the elected Directors. 17. Retirement, resignation and removal of Directors 17.1 Directors appointed under clause 15.1(a) will retire at the close of the third second annual general meeting after the annual general meeting at which they are appointed. A Director retiring from office is eligible for re-election, subject to clause 15.1(c). 4

5 27. Branches 27.7 Before every third second annual general meeting commencing with the annual general meeting, the members of the Branch who are Voting Members will elect a Branch President, who must be a Voting Member, in accordance with the Rules and subject to any directions of the Board Before every third second annual general meeting commencing with the annual general meeting, the members of the Branch who are Voting Members (or, where there is no quorum, the Chairman and those Voting Members present) will, in addition to electing the Branch President referred to in clause 27.7, elect five committee members who will be: (a) (b) (c) three Voting Members who work primarily in the commercial sector as sole traders or in a practice entity Practice Entity with fewer than five MIA Voting Members; one Voting Member who works primarily in the commercial sector in a practice entity Practice Entity with five or more MIA Voting members; one Voting Member who works primarily for an organisation in the non-commercial sector, which is a Not for Profit, a Non-Governmental Organisation NGO or registered as a Public Benevolent Institution; and (d) one Voting Member who holds a legal practising certificate. 5

6 ANNEXURE B Resolution 2: Use of technology at General Meetings, Board meetings and Board elections 11A Use of technology at general meetings 11A.1 Subject to the Act, a general meeting may be convened at two or more venues, provided that the form of technology used provides the Members participating at each venue the reasonable ability to participate in the meeting at the same time. 11A.2 Where a general meeting is held at two or more venues using any form of technology: (a) (b) (c) a Member participating in the meeting is taken to be present in person at the meeting; the provisions of this Constitution relating to general meetings apply, so far as they can and with any necessary changes, to general meetings held using that technology; and the meeting is to be taken to be held at the place determined by the chair provided that at least one of the Members present at the meeting was at the place for the duration of the general meeting. 11A.3 If the technology used in encounters a technical difficulty, whether before or during the general meeting, which results in a Member not being able to participate in any part of the meeting, the chair may, subject to the Act and clause 10.7: (i) (j) allow the meeting to continue; or adjourn the meeting either for a reasonable period of time as may be required to fix the technology or to such other date, time and location as the chair of the meeting considers appropriate. 11A.4 To avoid doubt, where the chair has allowed the general meeting to continue, any resolution passed at that meeting is valid. 16. Election of office bearers of the Board 16.4 The election process of office bearers to the Board may be conducted using any technology consented to by all the participating Directors. 24A Use of technology at directors meetings 24A.1 Subject to the Act, a meeting of Directors may be convened at two or more venues, provided that the form of technology used provides the Directors participating at each venue the reasonable ability to participate in the meeting at the same time. 24A.2 A meeting of Directors may be held using any technology consented to by all the participating Directors. 24A.3 Where a meeting of directors is held at two or more venues using any form of technology: (a) Director participating in the meeting is taken to be present in person at the meeting; 6

7 (b) the provisions of this constitution relating to meetings of Directors apply, so far as they can and with any necessary changes, to meetings of Directors held using that technology; and (c) the meeting is to be taken to be held at the place determined by the chair provided that at least one of the Directors present at the meeting was at the place for the duration of the meeting. 24A.4 If the technology used for the purposes of this clause encounters a technical difficulty, whether before or during the meeting, which results in one or more Directors not being able to participate in the meeting, the chair may, subject to the Act and Clause 26.5: (i) allow the meeting to continue; or (ii) adjourn the meeting either for a reasonable period of time as may be required to fix the technology or to such other date, time and location as the chair of the meeting considers appropriate. 24A.5 To avoid doubt, where the chair has allowed the meeting to continue, any resolution passed at that meeting is valid. 7

8 ANNEXURE C Resolution 3: Appointment of alternate directors 18A Alternate Directors 18A.1 A Director may, with the approval of the Directors, appoint a person to be that Director s alternate director for a period determined by that Director in his or her discretion. 18A.2 An alternate director may be a Branch Member or a Director of the Company but need not be a Branch Member or a Director. 18A.3 One person may act as alternate director to more than one Director. 18A.4 An alternate director is entitled, if the appointing director does not attend a meeting of directors, to attend and vote in place of and on behalf of the appointing Director. 18A.5 An alternate director is entitled to a separate vote for each Director the alternate director represents, in addition to any vote the alternate director may have as a Director in his or her own right. 18A.6 In the absence of the appointing Director, an alternate director may exercise any powers that the appointing Director may exercise and the exercise of that power by the alternate director is to be taken to be the exercise of the power by the appointing Director. 18A.7 The office of an alternate director is vacated if and when the appointing Director vacates office as a Director. 18A.8 The appointment of an alternate director may be terminated at any time by the appointing Director, even though the period of the appointment of the alternate director has not yet expired. 18A.9 An appointment, or the termination of an appointment, of an alternate director must be in writing signed by the Director who makes or made the appointment and does not take effect unless and until the company has received notice in writing of the appointment or termination. 18A.10 An alternate director is not to be taken into account in determining the minimum or maximum number of Directors allowed under this constitution. 18A.11 In determining whether a quorum is present at a Board meeting: a) where a Director has appointed an alternate director, that alternate director is counted if the appointing Director is not present; b) where a person is present as Director and an alternate director for another director, that person is counted separately provided that there is at least one other Director or alternate director present; and c) where a person is present as an alternate director for more than one Director, that person is counted separately for each appointment provided that there is at least one other Director or alternate director present. 18A.12 An alternate director is entitled to be paid the remuneration that the directors think appropriate, either in addition to or in reduction of the remuneration payable to the Director for whom the alternate director acts as alternate. 8

9 18A.13 An alternate director is not entitled to be remunerated by the company for his or her services as alternate director except as provided in clause above. 18A.14 An alternate director, while acting as a Director, is responsible to the Company for his or her own acts and defaults and is not to be taken to be the agent of the Director by whom he or she was appointed. 9

10 ANNEXURE D Resolution 4: Administrative amendments to the Constitution of the Company 1.2 Definitions In this Constitution, unless contrary to or inconsistent with the context: a) "Act" means the Corporations Act for the time being in force or any replacement of that Act; b) "Board" means the Board of Directors of the Institute from time to time; c) "Branch" means a branch of the Institute constituted pursuant to clause 27.1; d) Branch Committee means a committee of a Branch constituted pursuant to clause 27.8; e) "Branch Committee Member" means an office-bearer or other member of a Branch committee appointed under clauses 27.7, 27.8, 27.9 and 27.10; f) Branch Member means a Member of a Branch as defined under clause 27.4; g) "Branch President" means the individual holding office as president of a Branch; h) Branch Vice President means the individual holding office as vice-president of a Branch; i) "Chapter" means a group of Members of common interest or geographical location constituted pursuant to clause 27.1; j) "Chief Executive Officer" means the person appointed under clause 20 to perform the duties of a Chief Executive officer of the Institute; k) "Code of Ethics" means the Migration Institute of Australia Code of Ethics promulgated by the Board from time to time; l) Director" means a person appointed as a director of the Institute under clauses 15.1, 15.2 and 15.3; m) "Disciplinary Committee" means a disciplinary committee appointed in accordance with clause 14.3; n) Executive Committee means a standing committee appointed in accordance with clause 22.1; o) "Institute" means The Migration Institute of Australia Limited ACN ; p) "Member" means a member of the Institute under clause 7.1 and "Membership" has a corresponding meaning; q) Nominations Committee means a standing committee appointed in accordance with clause 22.2; r) "Non-voting Member" means a Member admitted under clause 7.3; s) "Office" means the Institute's principal place of business from time to time; t) "Officer" means: (i) a Director or Secretary of the Company; or (ii) a person who makes or participates in making decisions that affect the whole or a substantial part of the business of the Company including the Chief Executive Officer of the Company. u) "Practice Entity" means any partnership, trust, corporation or unincorporated body in which a Member or Members practice as Registered Migration Agents; v) "Register" means the register of Members kept under the Act; 10

11 w) "Registered Migration Agent" means an individual registered as a migration agent under the Migration Act 1958 (Cth) who is not suspended or otherwise restricted from practising as a migration agent; x) "Rules" means the rules of the Institute prescribed by the Board from time to time; y) "Secretary" means the person appointed under clause 21 to perform the duties of a secretary of the Institute; and z) "Voting Member" means a Member admitted under clause Assets and income 5.1 The assets and income of the Institute must be applied solely towards the promotion of the objects of the Institute as set out in clause 3 of this Constitution. No portion is to be distributed directly or indirectly to Members except as bona fide compensation for services rendered or expenses incurred on behalf of the Institute. 6. Effect of winding up 6.3 If the Institute is wound up, any property remaining after the satisfaction of all the Institute's debts and liabilities must be transferred to one or more institutions that: a) have objects or purposes substantially similar to the objects of the Institute; b) are not carried on for the profit or gain of their individual members; c) a dual registered entity or organisation registered in accordance with the Act; and d) are determined by the Members at or before the time of winding up, or in default, by application to the Federal Court of Australia for determination. 7. Members 7.3 A person or other legal entity may become a Non-voting Member if they meet the criteria determined by the Board in the Rules from time to time. 8. Privileges and obligations of Members 8.4 A Voting Member may use the following methods to identify themselves as a member of the Institute: a) use of post-nominals as prescribed in the Rules for their category of membership; b) use of the MIA s RMA membership institute logo as prescribed by the Institute s MIA s branding guidelines. 8.5 A Non-voting or Affiliate member may use the Institute s MIA s Affiliate logo as prescribed by the Institute s 11

12 MIA s branding guidelines. 10. General meetings 10.2 An extraordinary general meeting of the Institute may be convened by: a) the President or Secretary on a resolution of the Board; b) the President or Secretary at the request of either: i) Voting Members with at least 5% of the votes that may be cast at a general meeting in the manner permitted by the Act; or ii) at least 100 Voting Members in the manner permitted by the Act; or c) Voting Members with at least 5% of the votes that may be cast at a general meeting, in the manner permitted by the Act; or may otherwise be called or requisitioned in accordance with the Act Subject to the Act, the non-receipt of notice of a general meeting or proxy form, or of a ballot paper, or a failure to give one of these to someone entitled to notice of a general meeting does not invalidate any thing done or resolution passed at the general meeting, if the non-receipt or failure occurred by accident or the Member waives notice or attends the meeting. 11. Proceedings at General Meetings 11.2 The Chairperson of an annual a general meeting must allow a reasonable opportunity for Members as a whole at the meeting to ask questions (including asking questions of the Auditor or Auditor's representative) or make comments on subjects permitted by the Act. 12. Votes of Members 12.1 Each Voting Member present in person or by proxy is entitled to one vote on a show of hands and on a poll, provided that all joining fees and membership fees owing to the Institute have been paid by that Voting Member At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded by a Voting Member present in person or by proxy. The demand for a poll may be withdrawn before the poll is taken. A poll may not be demanded on the appointment to decide the election of the Chairperson for the general meeting, a question of an adjournment of the general meeting or any other procedural motion Unless a poll is demanded, a declaration by the Chairperson of the general meeting that a resolution has been carried on a show of hands, or carried either unanimously or by a particular majority, or lost, 12

13 and an entry to that effect in the book containing the minutes of the proceedings of the Institute, shall be conclusive evidence of fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. 13. Cessation of Membership 13.2 Any Member who has failed to pay their membership fees in full by the due date (as defined in the Rules or otherwise determined by the Board) will be sent a notice in the form prescribed in the Rules. If the fees are not paid within 28 days of the date of the notice the Member may be removed from the Register and will cease to be a Member. may be removed from the Register., if the fees are not paid in full within 28 days of their being given notice in the form prescribed in the Rules that they will cease to be a Member if the fees are not paid in full. During the period in which the membership fees remain unpaid, the Member will have no membership entitlements. 15. Appointments to the Board 15.2 If there is a casual vacancy due to the resignation or removal of a Director who was appointed under clause 15.1(a), the position may be filled by the relevant Branch Vice President or, if the Branch Vice President declines the role, the relevant Branch Committee may appoint any Branch Member who is a Voting Member to fill that position. The appointment will continue until the close of the Institute's next annual general meeting, unless there is no election of Branch Presidents under clause 27.7 before that annual general meeting and the Members of the Branch vote by ballot before that annual general meeting to extend the appointment to the close of the following annual general meeting at which the appointment of the replaced Director would have expired in the ordinary course. 16. Election of office bearers of the Board 16.2 If the position of an office bearer becomes vacant or if no person is elected as office bearer under clause 16.1 the Board must elect another Director to fill the office until the close of the next annual general meeting. 17. Retirement, resignation and removal of Directors 17.4 When a person ceases to be a Director they also cease to be a member of the Branch Committee they were elected to represent. 13

14 17.5 Membership of the Board is conditional on the Board member continuing to be a Member or to hold office in their local branch. 18. Powers and duties of the Board 18.2 If the number of Directors falls below the quorum fixed in this Constitution under clause 24.5, the continuing Directors may only act for the purpose of increasing the number of Directors to at least the quorum or of summoning a general meeting of the Company or in emergencies. The term "emergencies" includes where the financial status of the Institute or privacy of Members is at serious risk, where failure to act could result in significant legal liability to the Institute and other urgent situations where so acting would be in the best interests of the Institute as a whole. 21. Secretary 21.4 The Board may in its discretion delegate the role of Secretary to the Chief Executive Officer. 22. Standing committees 22.1 Executive Committee Each year, at the first meeting following the close of the annual general meeting, after its appointment, the Board shall constitute an Executive Committee composed of the office bearers and the Chief Executive Officer. The Executive Committee shall be delegated powers of the Board in between Board meetings as set out in clause 19.2(c) Nominations Committee Each year, at the first meeting following the close of the annual general meeting, after its appointment, the Board shall constitute a Nominations Committee composed of the President, Vice-President and the Chief Executive Officer and any other Directors they choose. The purpose of the Nominations Committee will be to ensure that suitable candidates are recommended to the Board for appointment as Directors. 24. Board meetings 24.2 Meetings of the Board shall be summoned by: a) The President; b) The Chief Executive Officer acting under the direction of the President or any two Directors; or c) The Secretary acting under the direction of the President or any two Directors Notice of a meeting of the Board must be given to each Director who is then in Australia: 14

15 a) Specifying the time and place and stating the nature of the business to be transacted at the meeting; b) At least three clear days before the meeting (except in emergencies when 24 hours' notice may be given); c) In person, by post, telephone, facsimile transmission, electronic mail or by any other method of written, audio or electronic communication to the Director; and d) At the Director's address or number last notified to the Institute No business may be transacted at a meeting of the Board unless a quorum of Directors is present at the time the business is dealt with. A quorum is any four (4) Directors The Directors may meet in person or by telephone or other instantaneous means of communication for the dispatch of business (or by any combination of those means) which allows each person present to hear and be heard by each other person present, and regulate their meetings as they determine. 25. Board governance and performance evaluation The Vice President shall be charged with the responsibility of monitoring the effectiveness of the governance of the Institute, including: (a) (b) (c) ensuring that all of the standing committees are properly constituted and functioning; arranging for the systematic evaluation of the Board s performance annually.; and developing a process and conducting an evaluation of each Director s performance at midpoint of their term of office. 27. Branches 27.4 Each Member has the right to become a member of a Branch (a Branch Member ) if they ordinarily reside or have their principal office or principal place of business in Australia in the relevant geographical area. Members who ordinarily reside outside Australia may become a member of a Branch of their choosing. Each Member may only become a member of one Branch at a time Each Branch Committee after its formation election may co-opt up to two further Branch Committee Members Where there is a Chapter linked to a State Branch the Secretary of the Chapter will automatically be a member of the Branch Committee. 15

16 27.12 A Vice President and a Secretary will be appointed at the first meeting of the Branch Committee by and from the elected Branch Committee Members committee members as outlined in clause At least two of the three officer office bearer positions must be filled in order for a Branch to function If there are insufficient candidates nominated to fill the Branch President position or the other five committee positions, or if casual vacancies arise in a Branch Committee: a) The elected Branch Committee may appoint other Voting Members of that Branch to fill any vacancy; and b) The appointment will continue until the close of the Institute's next annual general meeting unless there is no election of Branch President and Branch Committee Members committee members under clauses 27.7 and 27.8 before that annual general meeting, and the members of the Branch vote by ballot before that annual general meeting to extend the appointment to the close of the following annual general meeting Branch Committee Members members appointed under this clause 27.8 will retire at the close of the third second annual general meeting after the annual general meeting at which they are appointed. A Branch Committee Member member retiring from office is eligible for re-election A person ceases to be a Branch Committee Member if they meet any of the criteria under clause Branch Members may by ordinary resolution remove a Branch Committee Member member from office at a meeting of Branch Members convened by any three Branch Members in accordance with the Rules (or otherwise in accordance with the principles applicable to a general meeting an extraordinary meeting of Members generally) and fill the office vacated by a Branch Committee Member member who is removed under this clause by appointing another eligible candidate to that office until the close of the annual general meeting at which the appointment of the replaced Branch Committee Member would have expired in the ordinary course When a Branch Committee Member who is also a Director of the Company is removed from office under clause 27.16, or otherwise ceases to be a Branch Committee Member, they must also resign from their office as a Director of the Company. 16

17 The Migration Institute of Australia Limited ACN E X P L A N A T O R Y S T A T E M E N T This Explanatory Statement has been prepared for the information of Members in connection with the business to be conducted at the Extraordinary General Meeting to be held at 4pm (AEST) on Friday 8 September 2017 at Castlereagh Boutique Hotel, Level 1 Club Meeting Room, 169 Castlereagh St, Sydney. Terms used in this Explanatory Statement will, unless the context otherwise requires, have the same meaning as given to them in the Glossary as contained in this Explanatory Statement. The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Members in deciding whether to vote for or against the Resolutions in the Notice of Meeting. A detailed explanation of the background to, and the reasons for, these proposed Special Resolutions is outlined in this Explanatory Statement. A copy of the Institute s constitution is available from the Institute s website at The Institute s Directors recommend that Members vote in favour of the proposed changes to the Constitution. If the resolutions are approved, the changes will be effective immediately. Resolution 1: Amendment of Constitution of the Company to extend the maximum term for Directors Your Board is seeking support from the membership for constitutional change to extend the maximum term of Directors from two periods of two years to three periods of three years. This has been presented to the membership in a recent survey. There are several reasons that your Board is recommending this change, including but not limited to: a. The potential loss of significant corporate knowledge exists and may compromise the achievement of our shared strategic objectives. The greatest opportunity to achieve this is best served by continuity of leadership. b. The profession has become dynamic and complex. Ensuring our education and professional development is tailored to meet the needs of all members requires a longer-term strategic approach. c. Contemporary writing and Board views across most professions and industries on good governance generally supports the view that two years is too short a term to achieve continuity and fully engage the newly appointed Director. d. The three three-year terms is now established best practice on contemporary Boards. This is to allow a new Director time to become familiar with the Board and an opportunity to be involved in setting and implementing the strategic direction. This also allows re-appointed 17

18 Directors sufficient time to oversee the implementation of agreed strategies whilst remaining accountable to the membership via the election process. e. Importantly, nothing in this constitutional change precludes the membership from having the ultimate say in respect to the composition of the Board. Elections will be conducted every three years. f. The expense of running elections will be reduced greatly. Effect of the changes on existing Directors term of office If the proposed changes to the Constitution are adopted by Members, every Director in office following this EGM ( Existing Directors ) continues in office subject to, and is taken to have been appointed or elected under, the amended Constitution. This means that: Existing Directors who have already served one term of two years following the extraordinary general meeting at which the proposed changes are adopted will be eligible to stand for re-election for two further terms of three years; and Existing Directors who have already served two consecutive terms of two years will be eligible to stand for re-election for a third term of three years at the 2017 Board and branch president elections. Resolution 2: Amendment of Constitution of the Company to permit the use of technology at General Meetings, Board meetings and Board elections The proposed changes to the Constitution incorporate a number of changes proposed to assist with the orderly conduct of General Meetings, Board meetings and elections to the Board of the Company. Proposed new clauses 11A and 24A allow the Company to convene General Meetings of Members and meetings on the Board at two or more venues provided that the form of technology used provides the participants at each venue the reasonable ability to participate in the meeting at the same time. The technology used must provide Members and Directors with a reasonable opportunity to participate, and the rights of Directors and Members using such technology are not changed. The amendment to clause 16 allows any form technology to be used in the election process of office bearers to the Board as long as it is consented to by all the participating Directors. Resolution 3: Amendment of Constitution of the Company to permit the appointment of alternate directors The proposed addition of clause 18A to the Constitution allows any Director to appoint an alternate director who does not necessarily need to be a Branch Member or an existing Director of the Company. An alternate director is entitled to attend and vote at Board meetings in place of, and on behalf of, the appointing Director. 18

19 Resolution 4: Administrative amendments to the Constitution of the Company The changes to the Constitution proposed under resolution 4 are administrative in nature, and on this basis, the Institute does not believe they will have a significant impact on Members. The changes can be categorised as follows: Updates to the definitions and terminology to ensure consistency in terms used throughout the Constitution; Updates required to bring the Constitution in line with the Corporations Act; Ensuring references to the Rules of the Institute are correct and consistent and the removal of any provisions which are already captured by the Rules; and Special Resolution Pursuant to section 136(2) of the Corporations Act 2001, the Institute may amend its constitution by a Special Resolution passed at a general meeting of Members. All the Resolutions are proposed as Special Resolutions. A Special Resolution is passed where at least 75% of the votes cast are cast in favour of that resolution. 19

20 G L O S S A R Y "Board" means the Board of Directors of the Institute. "Chairperson" means chair of the Meeting. "Institute" or MIA means The Migration Institute of Australia Limited ACN "Constitution" means the existing Constitution of the Institute adopted in November "Corporations Act" means the Corporations Act 2001 (Cth). "Directors" mean the current Directors of the Company. "Explanatory Statement" means this Explanatory Statement as modified or varied by any supplementary Statement issued by the Company from time to time. "Extraordinary General Meeting" or EGM means the meeting convened by this Notice of Meeting. "Meeting" means the extraordinary general meeting convened by this Notice of Meeting. "Member" means a registered member of the Institute. "Notice" or "Notice of Meeting" means the notice convening the Extraordinary General Meeting of the Company to be held on 8 September 2017 which accompanies this Explanatory Memorandum. "Proxy Form" means the proxy form that is provided with, and forms part of, this Notice. "Resolution" means a resolution in the form proposed in the Notice of Meeting. Rules means the Rules of the Migration Institute of Australia Limited. Special Resolution means a resolution that requires at least 75% of votes cast by Members eligible to vote at the meeting to be in favour of the resolution for it to be passed. 20