Notice of Annual General Meeting 2018

Member-clubs are advised of the upcoming annual general meeting of the members of the Australian Multiple Birth Association. The details of this meeting are as follows:

Date:     Saturday 27 October 2018
Time:    1:20pm, immediately after lunch in the convention program
Place:   The Ballroom, Mercure Sydney Int'l Airport, 22 Levey St Wolli Creek NSW


Attached are:

At the meeting, members will have the opportunity to:

  • find out about AMBA's operations and finances
  • ask questions about the operations and finances of AMBA
  • speak about any items on the agenda
  • vote on any resolutions proposed
At the meeting, members will be asked to vote to:
  • accept the minutes of the last annual general meeting
  • accept the annual report
  • accept the auditor’s report
  • accept the annual financial statements
  • appoint an auditor
  • elect directors

The following resolution and special resolutions will be proposed at the annual general meeting:

  • That the current constitution of the company, dated October 2015, be replaced with the proposed refreshed version, which was circulated to all member-clubs with this notice of meeting [SR#01]
  • That clause 4.7 of the AMBA bylaws relating to terms of office be deleted and reinstated as clause 18.3 of the AMBA constitution [SR#02]
  • That the maximum term, as defined under terms of office, that a director can serve on the board (currently 6 years) be removed, and that the maximum term that a director can serve in any one portfolio (currently 3 years) be removed [SR#03]
  • That clause 12.2 of the By-laws be changed from "Multiple Birth Awareness Week is identified as the second week of March, covering the period of the second Sunday to the third Sunday of the month" to "Multiple Birth Awareness Week is identified as the week covering the period of the last Sunday of February to the first Sunday of March" [R#01]
Details of delegate or proxy appointment:
  • All member-clubs are invited to participate in the AGM either through the appointment of an official delegate who will be attending in person, or by the provision of proxy authority
  • Delegate appointments and proxy authorities are to be provided via the online forms by 1pm on Wednesday 24th October 2018
  • Information for members on appointment of delegates or proxy authorities are provided in the explanatory notes below

On behalf of the board of directors,

Ashlee Tenberge
Chairperson
28 September 2018
Explanatory notes

All member-clubs are invited to participate in the AGM either through the appointment of an official delegate who will be attending in person, or by the provision of proxy authority. Delegate appointments or proxy authorities are to be forwarded to the AMBA Secretary as specified in the Notice.

At the AGM, only the one official representative of each club may speak. This person is called the official delegate. An unofficial delegate may sit beside them to discuss business. The chairperson may invite others to speak.

To ensure an opportunity for full understanding of all proposed business in the AGM, the board will host a webinar on Tuesday 9 October where all special resolutions will be discussed and member-clubs may ask clarification questions to enable them to make informed voting decisions.

Explanatory note - special resolutions

Special Resolution #01

The explanatory memorandum sets out the reasons for considering a total replacement constitution, plus the key changes from the existing constitution, which I hope you will take time to read. If you would like to reference our existing constitution, please read it here.

Special Resolution #02

NWSMBA provided this reasoning for their special resolution regarding board terms: 

Best practice governance for Not for Profits recommends that terms of office for directors should be included in the organisation’s constitution rather than bylaws. As AMBA becomes more strategic in planning, recruiting for the board and succession planning, we should be focusing on matching skill sets of those who wish to be on the board with the director portfolios that best suit them, as this gets maximum efficiency and effectiveness out of our volunteer pool. AMBA can then continue to drive long term strategy forward without the turnover and loss of direction that has been evident in previous years.

Resolution #01

The current timing of Multiple Birth Awareness Week (MBAW) coincides with public holidays in a number of states and territories. At the request of a number of member-clubs, the AMBA Board of Directors has determined that moving MBAW forward by two weeks is the more appropriate solution, as moving MBAW to later in March will coincide with Easter in some years.

Explanatory note - election of directors

In accordance with the AMBA Constitution and By-Laws, directors appointed to a casual vacancy are only appointed until the next AGM, but are eligible for election at that meeting. Additionally, the AMBA By-Laws provide that the term of office for each director is two successive years, after which they must retire but are eligible for re-election up to a maximum term of 6 years. The By-Laws also require a director to only hold a particular portfolio for a maximum of 3 years.  

Having regard to these requirements, six directors are required to retire at this AGM, having served a two-year term, an additional third year, or having been appointed to a casual vacancy. All are eligible for election/re-election. The names of those directors and the portfolios that they currently represent are:

  • Maria Critti-Schnaars
    [Family Programs and Services - appointed 4 May 2013 to the Publications portfolio]

  • Ashlee Tenberge
    [Chairperson - appointed 26 October 2013 to the Technology portfolio]

  • Daila Mohr
    [Club Services - appointed 24 October 2015 to the Member Services portfolio]

  • Cathryn Zischke
    [Finance - appointed 29 October 2016 to the Finance portfolio]

  • Daniel Fairfull-Smith
    [Awareness and Advocacy - appointed 29 October 2016 to the Business Development portfolio]

  • Sonia Romeo
    [Organisational Development - appointed 29 October 2016 to the Sponsorship & Marketing portfolio]

In addition to those board directors required to retire at this AGM, there are additional vacancies on the board, currently representing the portfolios of Governance and Marketing & Communications. Please contact the Chairperson, Ashlee, for further information.

Nominations for the board positions to be considered at this AGM are invited from all full financial members of member-clubs, via this online form. Nominations must be received no later than 72 hours prior to the AGM, that is by 1pm Wednesday 24 October 2018.

Individual members interested in nominating to be a director are encouraged to contact a current member of the board to discuss the role, responsibility and expected time commitment of AMBA directors.
Voting

All member-clubs are invited to participate in the AGM either through the appointment of an official delegate who will be attending in person, or by the provision of proxy authority. Only current financial member-clubs can vote at the meeting. If a member-club appoints two delegates, only one of the delegates (the official delegate) may exercise the member-club's entitlement to vote at the annual general meeting and will be counted towards a quorum.

At the start of the AGM, each official delegate will be issued with a voting card. This card has the member-club’s number of votes printed on it. Each time a vote is called for during the AGM, the official delegate holds up that card to be counted by the scrutineers. Each member-club has one vote for every 40, or part thereof, of its full and life members.


Delegate appointment

Delegate appointments for the annual general meeting are to be notified to the AMBA Secretary using the delegate form no less than 72 hours prior to the meeting. The deadline for nominating official and unofficial delegates for this meeting is 1pm (AEDT) on Wednesday, 24 October 2018.


Proxy appointment

Proxies may only exercise voting rights in relation to agenda notified items, i.e. only items of business in the agenda that clubs have had an opportunity to discuss prior to the AGM.

The AGM business includes election of directors and nominations for election ofdirectors remain open until 72 hours prior to the meeting in accordance with the AMBA Constitution. Details of all nominations received for the available director positions will be circulated to member-clubs via email on Thursday 25 October 2018, once nominations have formally closed.

The form appointing a proxy must be received to the Company Secretary no less than 72 hours prior to the meeting. The deadline for lodging a proxy for this meeting is 1pm (AEDT) on Wednesday, 24 October 2018.