To consider and, if thought fit, pass the following resolutions as special resolutions, requiring 75% of the total votes cast by members who are entitled to vote on the resolutions. All clause references are to the Constitution of the RACGP and all changes may be viewed in the context of each clause in the marked-up version of the Constitution available to be viewed on the RACGP website .
Voting results for the Special Resolutions
Special Resolution 7.1: Three (3) year terms for Directors
Yes: 1289
No: 244
Total: 1533
Special Resolution 7.2: Director Eligibility Requirements
Yes: 1201
No: 308
Total: 1509
Special Resolution 7.3: Six (6) year maximum terms
Yes: 1315
No: 181
Total: 1496
Special Resolution 7.4: A Director can’t be an Employee
Yes: 1319
No: 167
Total: 1486
Special Resolution 7.5: President-Elect
Yes: 1345
No: 138
Total: 1483
Special Resolution 7.6: Censor-in-Chief
Yes: 1236
No: 229
Total: 1465
Special Resolution 7.7: Company Secretary
Yes: 1356
No: 95
Total: 1451
Special Resolution 7.8: Miscellaneous and Administrative Changes
Yes: 1369
No: 85
Total:1454
1. It is proposed that clause 60 be amended in order to:
- introduce three (3) year terms for Directors who are Faculty Chairs, who are co-opted Directors or who are a substitute Faculty Council representative where the Faculty Chair has been elected as the Board Chair [clauses 60(a)(vii), 60(b) and 60(d)];
- confirm that the three (3) year terms for Directors, with a maximum of six (6) years in office, apply from the next Director election cycle after the adoption of these changes and, in order to stagger the terms of office, the Board may impose rules as to which Directors will have shorter terms in order to retire by rotation [insertion of new clause 60(e)(i)], and
- confirm that the maximum six (6) years in office does not apply to a Faculty Chair or co-opted Director who has served the maximum time in office as a Director but then wishes to nominate to be elected as President-Elect and so appointed as President [insertion of new clause 60(e)(ii)]
with subsequent and consequential proposed amendments to clarify THAT clauses 64(b) and 66 be amended to confirm that the Chair of the Board and Chair of the Finance, Audit and Risk Management Committee hold office for two (2) years or until they are due to retire as a Director AND THAT clause 61(a) be amended by the insertion of the words “despite any other provision of this Constitution” and “and from the Board” to confirm that the President will continue to hold office, as President and Director, for two years.
IN ACCORDANCE WITH the following special resolutions:
“THAT in accordance with the marked-up amendments circulated with the notice of meeting, clause 60 be amended in order to:
- introduce three (3) year terms for Directors who are Faculty Chairs, who are co-opted Directors or who are a substitute Faculty Council representative where the Faculty Chair has been elected as the Board Chair [amend clauses 60(a)(vii), 60(b) and 60(d)];
- confirm that the three (3) years terms for Directors, with a maximum of six (6) years in office, apply from the next Director election cycle after the adoption of these changes and, in order to stagger the terms of office, the Board may impose rules as to which Director will have shorter terms in which to retire by rotation [insert a new clause 60(e)(i)]; and
- confirm that the maximum of six (6) years in office does not apply to a Faculty Chair or co-opted Director who wish to nominate to be elected as President-Elect and so appointed as President [insert a new clause 60(e)(ii)]
with subsequent and consequential amendments to clarify THAT clauses 64(b) and 66 be amended so that the Chair of the Board and Chair of the Finance, Audit and Risk Management Committee hold office for two (2) years or until they are due to retire as a Director AND THAT clause 61(a) be amended by the insertion of the words “despite any other provision of this Constitution” and “and from the Board” ON AND WITH EFFECT from the date of this resolution in accordance with section 137(1)(a)(i) of the Corporations Act 2001 (Cth).”
2. It is proposed that clause 60A be inserted as a new clause in order to include Director eligibility requirements AND THAT clause 67(b) be amended to confirm that to be elected as Chair of a Faculty Council, the person must also be eligible to be a Director under Clause 60A, with the subsequent and consequential proposed amendment THAT clauses 60(c) and 70(i) be amended to clarify that a co-opted Director does not need to be a member or Fellow of the College AND THAT clauses 9(f), 11(e) and 15(d) be amended by the insertion of the words “in accordance with”
IN ACCORDANCE WITH the following special resolution:
“THAT in accordance with the marked-up amendments circulated with the notice of meeting new clause 60A be inserted, and clause 67(b) be amended to confirm that to be elected as Chair of a Faculty Council the person must also be eligible to be a Director under clause 60A, with subsequent and consequential amendments THAT clauses 60(c) and 70(i) be amended to clarify that a co-opted Director does not need to be a member or Fellow of the College AND THAT clauses 9(f), 11(e) and 15(d) be amended by insertion of the words “in accordance with” before “Part 7”, ON AND WITH EFFECT from the date of this resolution in accordance with section 137(1)(a)(i) of the Corporations Act 2001 (Cth).”
7.3 THAT clause 70(a) be inserted so that the office of a Director becomes vacant if they have served the maximum term of six (6) years (other than a Faculty Chair or co-opted Director serving as President) in accordance with the following special resolution:
“THAT in accordance with the marked-up amendments circulated with the notice of meeting new clause 70(a) be inserted so that the office of a Director becomes vacant if they have served the maximum term of six (6) years, ON AND WITH EFFECT from the date of this resolution in accordance with section 137(1)(a)(i) of the Corporations Act 2001 (Cth).”
4. THAT re-numbered clause 70(h) be amended to clarify that holding an office of profit includes that a Director cannot be an employee of the College AND THAT clause 100(c) be amended to delete “or as employee” and insert “or as the Censor-in-Chief (if a Director)” to confirm that directors cannot be employees of the RACGP [if the new clause 65 is approved below then the inserted words will be removed from clause 100(c)]
7.5 It is proposed that clauses 60(a)(iii) and 62(a) be amended so that the President-Elect is no longer an ex officio member of the Board but may attend Board meetings as an Observer, however is not a Director nor Board member until they commence as President,
IN ACCORDANCE WITH the following special resolution:
“THAT in accordance with the marked-up amendments circulated with the notice of meeting clause 60(a)(iii) be deleted in order to remove the President-Elect from being on the Board as a Director until they become President AND THAT clause 62(a) be amended so that the President Elect is no longer an ex officio member of the Board but may attend Board meetings as an observer however is not a Director nor Board member until they commence as President, ON AND WITH EFFECT from the date of this resolution in accordance with section 137(1)(a)(i) of the Corporations Act 2001 (Cth).”
6. It is proposed that clause 60(a)(iv) be deleted in order to remove the Censor-in-Chief from being on the Board and the current clause 65 be replaced with a new clause 65 and the heading to Part 7.6 be amended to give the Board the power to appoint a Fellow as a Censor-in-Chief on such terms and conditions as the Board determines from time to time as an employee position and no longer a Director nor Board member,
IN ACCORDANCE WITH the following special resolution:
“THAT in accordance with the marked-up amendments circulated with the notice of meeting clause 60(a)(iv) be deleted AND clause 65 be replaced with the new clause 65 AND THE heading to Part 7.6 be amended to give the Board the power to and may appoint a Fellow as a Censor-in-Chief on such terms and conditions as the Board determines from time to time as an employee position and no longer a Director nor Board member,
AND if the new clause 65 is approved then the inserted words “or as the Censor-in-Chief (if a Director)” be deleted from clause 100(c),
ON AND WITH EFFECT from the date of this resolution in accordance with section 137(1)(a)(i) of the Corporations Act 2001 (Cth).”
7.7 It is proposed that clause 82 be amended so that the Company Secretary must call a Board meeting at the request of the President, the Chair of the Board or on the requisition of 2 or more Directors AND THAT for consistency, clause 94 be amended to change “company secretary” to “Company Secretary”,
IN ACCORDANCE WITH the following special resolution:
“THAT in accordance with the marked-up amendments circulated with the notice of meeting clause 82 be amended so that that the Company Secretary must call a Board meeting at the request of the President, the Chair of the Board or on the requisition of 2 or more Directors, AND THAT clause 94 be amended to change “company secretary” to “Company Secretary”, ON AND WITH EFFECT from the date of this resolution in accordance with section 137(1)(a)(i) of the Corporations Act 2001 (Cth).”
8. It is proposed that the following miscellaneous and administrative amendments are made
IN ACCORDANCE WITH the following special resolutions:
“THAT in accordance with the marked-up amendments circulated with the notice of meeting the front cover of the current Constitution be amended by the insertion of “Ltd” and the ACN and ABN of the RACGP,
THAT clauses 23 and 24 are amended by changing “regional” to “Regional” and a definition of “Regional Faculty” is inserted at clause 108(a)(xxvi),
THAT clause 95(d) and the definition of “seal” in old clause 108(a)(xxvi) be deleted,
AND THAT clauses 98(a)(iii), 98(c) and 98(e) referring to “facsimile transmissions”, be deleted and the reference to “electronic mail” changed to “email” in new clauses 98(a)(iii) and 98(c),
ON AND WITH EFFECT from the date of this resolution in accordance with section 137(1)(a)(i) of the Corporations Act 2001 (Cth).”
Explanatory notes to the Special Resolutions
Further detailed explanatory notes to each of the Special Resolutions can be read in the Notice of the AGM and in the Proposed RACGP Constitution Changes (marked up – 7 October 2025).