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NOTICE OF SPECIAL GENERAL MEETING ONLINE
SATURDAY 4 FEBRUARY 2023 at 2.00 PM (AEDT)
11 January 2023
Dear Member,
You are invited to a ‘Special General Meeting’ of Deaf Australia. This document is the formal notice of this meeting.
The meeting will be held on Saturday 4 February at 2.00 PM (ADST) online.
IMPORTANT NOTICE:
Due to Covid-19, the Commonwealth Government has allowed companies and organisations to convene annual general meetings, and other meetings, prescribed under the Corporation Act, entirely online rather than face-to-face.
The meeting must provide members with a reasonable opportunity to participate, as such, put questions to board members and vote online.
To register in advance for the Special General Meeting: Register here (link to Zoom registration).
After registering, we will check your details against our membership database, and you will receive a confirmation email containing information about joining the SGM.
Important note: Make sure your full name and email address correspond with our database.
The SGM will be livestreamed on Facebook for non-members.
Invitation to Attend:
An SGM is required to enable the membership to vote on the change of Deaf Australia to a company. This SGM will also provide nomination for Board Directors, and approval of financial report.
Notice of Motion – change of Deaf Australia to a company:
The Deaf Australia Board of Management, by way of ordinary resolution, propose the following changes to company and proposed constitution of the company.
Change to Company:
The board believes Deaf Australia should change to a company because:
a) Deaf Australia is a national organisation. Deaf Australia is currently under the law governing South Australian incorporated associations. Deaf Australia does not just help people who are deaf and hard of hearing in South Australia. Changing to a company will make it easier for Deaf Australia to help people who are deaf or hard of hearing across all of Australia.
b) Once deaf Australia changes to a company, it can benefit from the law governing in companies in Australia and recent changes to these laws. The law governing companies in Australia is modern. It helps companies run meetings and pursue their activities with increasing burden or difficulty for members or directors.
c) Changing to a company will reduce the number of government regulators that Deaf Australia must deal with. Currently Deaf Australia must deal with three regulators:
- Consumer and Business Services, which regulates incorporated association in South Australia;
- The Australian Securities and Investments Commission (ASIC), which regulates companies; and
- The Australian Charities and Not-for-profits commission (ACNC), which regulates charities.
Once Deaf Australia changes to a new Company registered as a charity with ACNC, Deaf Australia will only be required to comply with the regulatory obligations with the ACNC (and in some situation, with ASIC). The regulatory obligations of Deaf Australia as a company are unlikely to be duplicated between ASIC and ACNC. This will simplify the obligations of Deaf Australia as a company.
d) Deaf Australia is based in Victoria. Deaf Australia should not have the report to South Australian state regulators if it is not based in South Australia. Deaf Australia has not been based in South Australia for some time.
Proposed special resolutions
- IT IS RESOLVED AS A SPECIAL RESOLUTION that, in accordance with section 42 of the Associations Incorporation Act 1985 (SA), the Association apply to Consumer and Business Services in South Australia to transfer its undertaking and operations to a new Australian public company limited by guarantee, to be called ‘Deaf Australia Limited’ (Company).
- IT IS RESOLVED AS A SPECIAL RESOLUTION that the Association approves the proposed constitution of the Company in the form circulated with the notice and as tabled at this meeting.
Proposed ordinary resolutions
- IT IS RESOLVED AS A SPECIAL RESOLUTION that, in accordance with section 42 of the Associations Incorporation Act 1985 (SA), the Association apply to Consumer and Business Services in South Australia to transfer its undertaking and operations to a new Australian public company limited by guarantee, to be called ‘Deaf Australia Limited’ (Company).
- IT IS RESOLVED that the Association instructs Prolegis Lawyers to oversee the process of applying, on behalf of the Association, to Consumer and Business Services in South Australia to transfer the Association’s undertaking and operations to the company.
- IT IS RESOLVED that the Association authorises Chairperson and CE of Deaf Australia and Prolegis Lawyers to take all measures reasonably necessary to give effect to these resolutions.
Financial Report:
Adoption of 37th Annual Financial Report.
Voting at the Special General Meeting:
1. If you are an Ordinary Individual Member or an Ordinary Organisation Member[i] you are entitled to vote at Deaf Australia general meetings.
2. If you are not coming to the meeting on 4 February 2023, you may appoint another member as your proxy to vote for you in this ‘Proxy’ form; OR you can make your vote here in this ‘Voting’ form.
Please complete Proxy and Apology form and forward it to the Deaf Australia Office by 27 January 2023.
NB: The person you choose as your proxy must be a member of Deaf Australia who is entitled to vote.
3. If you are an Associate Individual Member[ii] or an Associate Organisation Member[iii] of Deaf Australia, you are not entitled to vote at Deaf Australia general meetings. However, you are very welcome to attend the meeting – the meeting is open to all members and other interested people who are not members.
Current Board Directors:
If you would like to communicate with the Board, please see names below.
- Debra Swann (SA) – Term ends 2023.
- Brooke Pape (ACT) – co-opted – Available for nomination
- Lorraine Mulley, co-opted (NSW) – resigned December 2022 – Vacant position
- Vacant Position
- Vacant Position
- Co-opt Vacant position
- Co-Opt Vacant Position
Because we received 4 or more nomination, the ballot has been sent with this, and must be received by 27th January 2023, and result will be announced at SGM.
The constitution dictates the following:
- Maximum 2 (two) Board of Directors can be elected from same state / territory
- After the AGM, the elected directors will determine positions.
Relevant Documents:
Please look carefully at the documents included with this notice:
- The agenda for this meeting (read on the link here)
- The appointment of proxy form (see the link here)
- Videos and Bio of members for Board of Directors (read/watch their bios and vote on the link here)
- Financial Report (read on the link here) and
- The proposed constitution of ‘Deaf Australia Limited’ (read on the link here)
- Our current constitution (read on the link here)
The Board looks forward to this meeting. If you have any questions, please contact Debra Swann (Chairperson of Deaf Australia) at [email protected] or email to [email protected].
Yours sincerely,
Debra Swann
Chairperson, Deaf Australia
[email protected]
[i] An Ordinary organisation member is a national organisation where more than 50% of its board members are deaf or hard of hearing.
[ii] An Associate individual member is a person who is not deaf or hard of hearing.
[iii] An Associate organisation member is any organisation that is not a national organisation/ and or where less than 50% of board members are deaf and hard of hearing.
If you are a vision impaired person, have any issues to read this web page, please email us at [email protected]