Special Resolution 1: Modification of Constitution – Virtual technology
“That the Company modify its constitution by inserting the following clause after clause 43 as a new clause 44:
The College may hold a general meeting at:
(a) one or more physical venues; or
(b) one or more physical venues and using any virtual meeting technology; or
(c) using virtual meeting technology only,
(i) as determined by the convenor of the meeting, provided that any virtual meeting technology used that gives the members as a whole a reasonable opportunity to participate, including to hear and be heard. Anyone using virtual meeting technology is taken to be present in person at the general meeting.”
Yes votes: 1549 (92.5%)
No votes: 126 (7.5%)
Total votes: 1675
Special Resolution 2: Modification of Constitution – Term of the Chair of the Board
“That the Company modify its constitution by deleting clause 63 and substituting the following clause:
(a) Subject to the terms of the Constitution, the Board will elect one of its members as the Chair of the Board.
(b) The Chair of the Board holds office until the opening of the second Annual General Meeting after their election.
(c) At the first Board meeting after the Annual General Meeting at which the incumbent Chair retires from office, the Board will elect the Chair of the Board and such election will take immediate effect.
(d) If a casual vacancy occurs in the position of Chair of the Board, the Board may elect one of its members to be the Chair of the Board to fill the position until the next Annual General Meeting.”
Yes votes: 1461 (88.8%)
No votes: 185 (11.2%)
Total votes: 1646
Special Resolution 3: Modification of Constitution – Director’s absence from office
“That the Company modify its constitution by deleting clause 69(f) and substituting the following clause:
(f) are absent without leave of absence from the Board from more than two consecutive meetings of the Board (not including meetings of a committee of the Board);”
Yes votes: 1446 (88.1%)
No votes: 195 (11.9%)
Total votes: 1641
Special Resolution 4: Modification of Constitution – Removal of Executive Committee
“That the Company modify its constitution by deleting Part 10.2 and all other references to the ‘Executive Committee’ and the ‘Executive’.”
Yes votes: 1418 (87.5%)
No votes: 203 (12.5%)
Total votes: 1621
Special Resolution 5: Modification of Constitution – Execution of documents
“That the Company modify its constitution by deleting clause 99 and substituting the following clause:
(a) The College may sign or execute a document (including a deed) as set out in section 127 of the Corporations Act or as otherwise permitted under the Corporations Act.
(b) Without limiting the ways a person may sign a document, a document to which Division 1 of Part 1.2AA of the Corporations Act applies may be signed by a person in accordance with that Division.
(c) Nothing in this Constitution limits the way in which the College may execute a document (including a deed).
(d) The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123 of the Corporations Act. The fixing of the common seal, or any duplicate seal, to a document must be witnessed:
(i) as set out in section 127(2) of the Corporations Act; or
(ii) as otherwise authorised by the Board.”
Yes votes: 1419 (88.1%)
No votes: 191 (11.9%)
Total votes: 1610
Special Resolution 6: Modification of Constitution – Indemnity
“That the Company modify its constitution by deleting Part 11.8 and substituting the following clauses:
- (a) Subject to and so far as permitted by the Corporations Act, Competition and Consumer Act 2010 (Cth) and any other applicable law, the College indemnifies every person who is or has been an officer or auditor of the College against any liability (other than for legal costs) incurred by that person as an officer or auditor of the College as a result of the appointment by the College.
(b) Subject to and so far as permitted by the Corporations Act, Competition and Consumer Act 2010 (Cth) and any other applicable law, the College indemnifies every person who is or has been an officer or auditor of the College against legal costs incurred in resisting or responding to an action for a liability incurred by that person as an officer of the College.
- Subject to the Corporations Act, and any other applicable law, the College may pay or agree to pay a premium in respect of a contract insuring a person who is or who has been an officer of the College.
- For the purposes of clauses 103 and 104:
(a) “officer” has the meaning given by section 9 of the Corporations Act; and
(b) “liability” means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or inquiry by a government agency or a liquidator.
- The indemnity under this Part 11.8 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the College even though the person is not an officer at the time the claim is made.
- The College may enter into an agreement or deed in favour of any current or former officer of the College, to give effect to the rights of the person under this Part 11.8 or any terms and conditions the Board thinks fit.”
Yes votes: 1300 (81.6%)
No votes: 294 (18.4%)
Total votes: 1594