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AUSTRALIAN COLLABORATIVE EDUCATION NETWORK Ltd.

SPECIAL GENERAL MEETING

NOTICE OF MEETING

Notice is hereby given that a Special General Meeting of Australian Collaborative Education Network Limited will be held online on Friday 30th July 2021. All members are encouraged to attend.

DETAILS OF MEETING

Date: Friday 30th July 2021

Time: 11:00am – 11:30am AEST

VOTING AND APPOINTMENT OF PROXIES

Voting: Voting will be conduct via online poll of those present at the meeting – please note this only allows one person per device to vote.

Proxies: Members unable to attend the meeting are able to appoint a proxy. Forms for the appointment of proxies are available here.

To be effective, Proxy Forms needed to be returned by email to admin@acen.edu.au no later than 5pm Wednesday 28th July 2021.

PURPOSE OF MEETING

To consider and vote on amendments to the constitution to give effect to:

  1. Insertion and/or amendment to the constitution to resolve confusion around limits on terms of office and casual vacancies
  2. Insertion and/or amendment to the constitution to restrict movement of directors between roles as Elected Directors and Chapter Directors without them first resigning from the Board and being duly elected
  3. Insertion and/or amendment to the constitution to provide for an extended term for Elected Directors elected in 2021 to align all general directors for election in 2024, and every two years subsequently, and for all Chapter Directors to be elected every two years from 2021.

Background Paper

Current Constitution 

RESOLUTIONS FOR VOTE

Resolution One – Clarification of limits to terms of office for casual vacancies

It is proposed that:

  1. Clauses be inserted to Rule 32 (Casual vacancy of directors) which state:
  • Where a voting member is appointed to fill a casual vacancy on the Board, such time served prior to the following Annual General Meeting shall not be regarded as time considered for term of office as understood in rule 31.3
  • A person currently serving as a director of the company may not be appointed to a casual vacancy in a director type different to that for which they were elected.  That is, a person elected under rule 31.1, may not be appointed to a casual vacancy of a director elected under rule 31.2, or vice versa.
  1. That Rule 32.1 (b)(i)(B) (Casual vacancy of directors) be amended such that “…and the person so elected shall hold office for a full new term”, to read “… and the person so elected shall hold office until the due date of election for Elected Directors, where such time, which is less than a full two year term, not be regarded as time considered for term of office as understood in rule 31.3 ”.
  2. That Rule 32.1 (b)(ii)(B) (Casual vacancy of directors) be amended such that “…and the person so elected shall hold office for a full new term”, to read  “… and the person so elected shall hold office until the due date of election for Chapter Directors, where such time which is less than a full two year term not be regarded as time considered for term of office as understood in rule 31.3”.

Resolution Two – Stopping movement between different director types

A clause be inserted to Rule 31.2 (Chapter Directors), and clauses renumbered appropriately, which states that:

A person currently serving a term as an Elected Director is not eligible for appointment as a Chapter Director, and vice versa, until after the expiration of the term for which they are elected.  The expiration of the term shall be deemed to be the nominated Annual General Meeting for which they would normally be eligible for re-election and is not amended by resignation or vacation of office.  

Resolution Three – Preventing extension of term office through casual vacancy

That the following, 

 “…, or appointment to fill a casual vacancy under rule 32, …”,  

be inserted into Rule 31.3(b) (Term of Office) following “…only be eligible to re-election to the Board …”.

Resolution Four – Amended of term of office to realign director elections

This Special General Meeting moves that for the election of directors in 2021 that all Elected Directors, elected under Rule 31.1 of the Constitution, be elected for a period of three years, and that service in this term of three years counts only as a single two-year term of office as defined by Rule 31.3 (Term of Office).

MEETING AGENDA
  1. Welcome
  2. Attendance
  3. Apologies
  4. Noting of Proxies
  5. Debate and vote of resolutions in order as presented
    1. Resolution One – Clarification of limits to terms of office for casual vacancies
    2. Resolution Two – Stopping movement between different director types
    3. Resolution Three – Preventing extension of term office through casual vacancy
    4. Resolution Four – Amended of term of office to realign director election
  6. Close of meeting