News

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AGM votes to shape the RACGP’s future

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Voting is now open for the RACGP’s 66th Annual General Meeting (AGM) on a total of nine resolutions.
 
Taking place on 23 November as a hybrid in-person or Zoom livestream event, this year’s AGM notice has:
 

• three Ordinary Resolutions relating to director and President remuneration, requiring a ‘yes’ vote of over 50%
• six Special Resolutions for constitutional amendments, requiring a ‘yes’ vote of over 75%.

 
RACGP Board Chair Dr Lara Roeske told newsGP the AGM is an opportunity for members to vote on important resolutions the college is proposing.
 
‘The Board values your input and I encourage all members to cast a vote, even if you can’t attend the event,’ she said.
 
‘The results of these votes will shape how the college operates into the future.
 
‘The RACGP also recognises our members provide an essential voice to inform how we operate, and we are committed to ensuring our members’ voices are heard.’
 
The resolutions of the RACGP’s 66th AGM are detailed below.
 
Proposed directors’ fee and President fee increases 
The first resolution recommends increasing directors’ fees. This change is in line with the Board’s Remuneration Policy to pay a fee that acknowledges the time commitment, responsibilities and liabilities of directors, and to attract and retain directors with the skills and knowledge needed by the college.   
 
For the President’s fee increase, the RACGP completed an independent, external benchmarking assessment in June this year. The Board’s recommendation takes into consideration the role’s responsibilities, expertise, and time commitment to progress discussions on advocacy issues and policy on behalf of members and patients, as detailed in the RACGP’s latest Annual report 2022–23.
 
The AGM FAQs page provides more details of these increases.
 
Constitution changes 
Below is an overview of the proposed constitution changes to tighten up the RACGP’s governance practices.
 
Special Resolution 1: Virtual technology
This change will provide more flexibility for members, as it is important all members are provided with the opportunity to participate in a general meeting, regardless of their location. Therefore, the RACGP wants it clearly stated in the Constitution that general meetings can be held using virtual technology as well as venues for members to attend in person.
 
Special Resolution 2: Term of Chair of the Board
The Chair works closely with the President, is an important conduit between the CEO and the Board, and ensures the effectiveness of the Board in providing leadership and vision to the college. Extending the term to two years recognises the commitment and investment required of the Board Chair, and will provide greater continuity. 
 
Special Resolution 3: Director absence from office
RACGP directors are paid a fee in recognition of the skills and expertise required of the role, as well as the time commitment. Directors also have legal obligations and responsibilities, and the majority are also faculty chairs representing members. If a director is absent for six months without reason, they cannot effectively represent their faculty or meet their responsibilities. Therefore, the college wants to tighten this clause up to ensure the entire Board is effectively governing the RACGP.The Constitution will still include the ability for the Board to  grant leave of absence to a director, as required.
 
Special Resolution 4: Executive Committee
In the constitution, the Executive Committee may be convened from time to time, with a minimum of four Board members, to deal with matters between scheduled Board meetings. The Board has found they no longer require an Executive Committee as the College has a number of Board committees, such as the Finance, Audit and Risk Management Committee and People, Culture, Nominations and Remuneration Committee, providing advice in their specialist areas. The Constitution retains the ability to establish committees if and when it requires however.
 
Special Resolution 5: Execution of documents
Using the company seal is a rare requirement these days. Therefore, the RACGP is proposing to update the Constitution to reflect the current provisions of the Corporations Act. Section 127 means that two directors, or a director and company secretary, may sign a contract or agreement. This is the requirement to execute a contract or agreement most of the time. The college is also proposing to update this clause to recognise that documents can be signed electronically, as reflected in changes to law and practice following the pandemic.
 
Special Resolution 6: Indemnity
The clause has been updated to show that any indemnity available to the officers of the college is always subject to the legislative framework. Clause 105a has been deleted because it is considered redundant. The new drafting accurately reflects the current legal entitlement to an indemnity and removes hurdles for a director to access the indemnity, should they ever need to.
 
Dr Roeske reminds members to read the full proposed resolutions before voting, and submit any questions via the FAQs link on the AGM webpage.
 
‘We encourage our members to have your say on your college’s future direction,’ she said. ‘You can do so by asking questions in the lead up to the AGM.’
 
This year’s AGM is at College House, 100 Wellington Parade, East Melbourne, on Thursday 23 November, 7.00 – 8.15 pm (AEDT), followed by a presentation to members from Associate Professor Ayman Shenouda, 2022 Rose–Hunt Award winner and past Acting RACGP President.
 
RACGP members’ eligibility to vote on AGM resolutions is outlined in the RACGP Constitution. 
 
Log in below to join the conversation.

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AGM Annual General Meeting RACGP Board RACGP Constitution

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