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rhysmcc

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Posts posted by rhysmcc

  1. Lied because they didn't tell you an option to vote No would have meant we stayed the same as before... Let's give members some credit on being able to make their own decisions. The CEO pushed the yes vote because he believes it's our best way forward, that's what he is pad for. Not to give every option under the sun but the best! Now can we move on from the past and elect a new board?

     

     

    • Like 1
    • Agree 4
  2. One could also argue it was the CEO and Presidents job to present the best course of action to the members, either way it's done. Those who are serious about change are standing for election, the rest I guess will sit here and judge over the next 12 months.

     

     

    • Agree 1
  3. I don't work at either but I'd say if they haven't asked to you report.. Don't. Sometimes when it's quite asking you to report prompts us for next action (i.e. Your next tracking.)

     

    I should add, if unsure speak up better to do too much than not enough :)

     

     

  4. Under the new constitution the members have the option to vote on "titled" positions. For example if the board decided they needed more legal exposure they could call for nominations from members with a legal background. It's then up to the members to vote between those who put up their hands. Now it's possible for someone without the legal background to nominate and be elected, but then the blame falls squarely at the members as its what as a collective they decided was more important. Isn't this the way it should be? The members getting the advice from the board and then making the decision?

     

    You'll now need more votes to get elected than before due to the smaller number of positions vacant at each election (could be as low as 2).

     

     

  5. Well then lets try that one and see how long it takes to end up in court ... or with a member revolt and dumping of the entire board that tried it

    I don't believe it's what the company has in mind, I assume they will do the normal postal vote, however it is permissible under constitution and Corp law.

     

    I don't see a great member revolt, only about 5-10% actually bother to vote in elections anyway, most likely the same members who go to the AGMs or nominate proxies.

     

    If a member informed the board of a resolution to bring the board size to 7, surely they won't call for nominations for only 2 positions, knowing full well another election will need to be held straight after. Let's leave this here because it's really a moot point until after the weekends meeting and we have a decision one way or the other.

     

     

  6. Directors are voted and appointed all the time at company AGMs. All members are entitled to attend the AGM or assign someone else their proxy. I don't think you'd be able to argue fairness just because a member doesn't attend the AGM.

     

     

  7. Post# 288, Last line. It is generally accepted that significant meeting ie extraordinary GMs have notification requirements to stop things like that happening. Genererally 21 days by postal notification to eligible voters. This is for good and obvious reasons. Nev

    All our constitution states of the issue

     

    34.5 The Directors shall ensure that the process of calling for nominations and the election of Directors shall be made available to members and candidates and take account of the skills and experience reasonably required to have oversight of the Company

    No timeframe is mentioned.

    The Corporation's Act (and supported by Clause 27.6) allows a member to raise a member's resolution at the meeting, with no prior notice required.

     

     

    • Caution 1
  8. Technically yes, the membership CAN change the requirements relating to numbers by passing a resolution that replaces the special resolution passed for incorporation ...BUT those elected still face the issue of not becoming directors until after the end of the first AGM which will be Sept-Dec 2017

    Unless Don and Co can get an opinion that 'casual vacancy' does not require the position to have been filled previously ... and even then IF that can be sustained they would be casuals only until the AGM when they would expire at the end of the AGM and then I suppose get appointed for a 2 year term instantly at the end of the AGM ... so would have to go through two sets of ASIC notifications and would effectively get nearly three years on board (1 as 'casual' then 2 as 'elected')

    I don't think Don and Co were of the opinion that they were using the casual vacancy rule to bring the number of directors to 5. I believe some confusion lies to what the special resolution is asking for and what the constitution requires. Don said he was investigating making the "planned" general meeting actually our first AGM.

     

    Sorry that will not work. The requirements of election fairness etc require that if nomination are called for 2 positions and after close of nomination you expand it to 4 it is unfair.How? Simple. If there are only 2 positions available and you KNOW that X and Y are standing and you want to support them getting on you would not nominate ... but if you had known that there was 4 positions available you might nominate ... sorry calls for elections have to be followed through to completion to be within AEC fairness principals

    I'd need to take another read, but I don't believe calling of nominations have a time period. That is nominations could be called for at the AGM and the election take place immediately... not what I would desire but it does appear to be what the constitution had in mind (elections taking place at the AGM rather then just the announcing of the results)

     

     

  9. So Kasper are you saying that at the meeting in Sept that a resolution can be put up forcing the board to immediately hold another election to bring the board to 7 providing it gets 50% + 1 votes from those present at the meeting

    I'm saying you could pass a resolution at the meeting prior to the election telling the board they need to conduct the election to bring the board to 7. Assuming at least 4 people have stood for election, the same election that was planned would happen but the top 4 instead of the top 2 would be elected.

     

     

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