The Board also proposes to update several Rules to reflect changes in how the NHC needs to operate as it grows.

Transcription

1 Special Resolution to change the National Health Co-operative s Rules The NHC Board proposes that the NHC s members vote to approve this Special Resolution at the Annual General Meeting: To amend the National Health Co-operative s Rules by adopting the draft Rules (For resolution at the Annual General Meeting on 22 November 2017). Why change the NHC s Rules? On 1 May 2017, the law governing the NHC changed. The States and Territories used to have different laws governing co-operatives. Most have now agreed to adopt the Co-Operatives National Law (the CNL). In the ACT, the Co-operatives Act 2002 (ACT) was replaced by the CNL on 1 May The NHC needs to change several Rules and add some new Rules, to comply with the CNL. The Board also proposes to update several Rules to reflect changes in how the NHC needs to operate as it grows. The CNL includes a set of Model Rules which co-operatives can use as a default. We have included some Model Rule clauses, as listed below. Has the Registrar approved the changes? Under the Co-operatives National Law, the NHC must get the ACT Registrar of Co-operatives approval of proposed changes to the NHC s Rules, before asking the NHC s members. The Registrar approved the proposed changes on 8 September When will the changed Rules take effect? The changed Rules will take effect as soon as they are passed. If this Special Resolution is passed before the election of directors, then the directors will be elected under the changed Rules. The key changes This document lists the key changes to the Rules. The draft Rules also have updated references to the CNL, cross-references, modernised language and corrected typographical errors. These are not listed. 1

2 Rule Key changes Comments 1. Definitions Put definitions in alphabetic order Updated references to legislation Added new definitions of concepts required by the CNL 2. Co-operative principles and rules 3. Alteration of the rules 4. Name 5. Primary Activity of the co-operative 6. Membership Added requirement to be an Active Member Updated references to the CNL 7. Membership applications Updated (4) to comply with the CNL The CNL requires that members be active, as defined in the CNL. 8. Fees Clarified that fees can be paid in instalments 9. Ceasing membership 10. Expulsion of members 11. Disputes Updated references to legislation 12. Fines 13. Liability of Members 14. Cancellation of membership of inactive Members Updated (1) to comply with the CNL, and to extend the time for payment of membership fees from 3 months to 2 years 15. Death of a member Deleted because it is already covered in rule 9(1)(c) 15. Annual general meetings 16. General meetings Updated to comply with the CNL 17. Notice of general meetings This reflects that members may not need to attend for 12 months or more. However, if a member has not paid membership fees and attended in 2 years, they are less likely to return. 2

3 18. Business at general meetings Added (1)(d) to clarify that AGM business includes any directors remuneration 19. Quorum at general meetings 20. Presiding at general meetings 21. Adjournment of meetings 22. Standing orders at meetings 23. Attendance and voting at general meetings Updated (6) to comply with the CNL Added (8) to confirm that proxy voting is not permitted 24. Postal ballot 25. Poll at general meetings 26. Special and ordinary resolutions 27. Board of directors Changed references from independent to non-member director, to comply with the CNL Clarified that the CEO can be a director, in addition to the 5-9 other directors The CNL allows proxy voting if it is permitted under the rules. New (8) confirms that NHC does not permit it. 28. Qualifications and eligibility of directors Provides that CEO is the only employee that can be a director These changes reflect that NHC is a member organisation but the great Only allows recently-former-employees to be directors if appointed by the Board majority of non-employee members do not vote at AGMs. 29. Chief executive officer New clause added from Model Rules Confirms role of CEO, which is currently implied, and ability for CEO to manage day-to-day. 30. Retirement of directors New sub-rule (1) requires about 1/3 of directors to retire at each AGM, rather than existing 2 directors. 31. Election of directors CEO s position as director ends at end of employment This ensures that each non-employee director must retire every 3 years or so. Clarifies that CEO is a director only because of role as CEO. 3

4 32. Manner of election new (2) requires a separate resolution to appoint each director, not one resolution to appoint all directors. 33. Casual vacancy Clarifies that members can ratify at AGM for casual director appointment to continue. 34. Removal from the office of director Changed to comply with the CNL 35. Remuneration The CNL allows directors expenses of attending meetings to be reimbursed New (2) and (3) allow members to allocate a pool of remuneration for directors 36. Delegation by Board Changed to comply with the CNL 37. Proceedings of the Board Added explicit ability to transact Board business by circulated resolutions 38. Quorum for Board meetings Changed to comply with the CNL 39. Chairperson of Board Note added to avoid any confusion about s180 of the CNL for removal of a director 40. Financial year 41. Seal Added Model Rules clause, to comply with CNL Schedule 1 requirement to have a clause in Rules dealing with use of company seal 42. Custody and inspection of records Changed to comply with new maximum amounts in the ACT Regulations. 43. Accounts Added Model Rules clauses (2)-(4), to comply with CNL Schedule 1 requirement to have a clause in Rules dealing with these issues. 44. Safekeeping of securities 45. Audit 46. Co-operative funds CNL s173(4) requires separate resolutions, otherwise appointments are invalid. The CNL significantly increases the obligations and penalties applying to directors. NHC is also expanding and becoming more complex. Together, this may require allowing for remuneration of directors in future. NHC does not have a company seal, this rule is added solely to comply with the CNL 4

5 47. Provision for loss 48. Reporting to Members Added to comply with the CNL The CNL imposes significant new reporting requirements on large cooperatives including the NHC. 49. Winding up 50. Deductible Gift Recipient Status Geoff Budd, NHC Secretary 5