EXPLANATORY MEMORANDUM 3 February, 2016
To explain the Committee’s intentions and thinking in proposing
special resolutions to change the club’s constitution and rules.
Consistent with recent proposed changes to our Club’s rules, please see detailed below information regarding both the process of the meeting with respect to voting on Rule Changes and the committee’s considerations in putting forward the proposed changes.
Firstly, the process of the meeting:
· The President, or in her absence, the Vice-President, shall preside as Chairperson at the meeting.
· Ten Members need to be personally present to constitute a quorum to allow the meeting to proceed.
· If ten members are not present within half an hour after the commencement time, the Chair shall adjourn the meeting.
· At the General Meeting, Associate Riding Members, Adult Supporter Members and Life Members shall have one vote each.
· All votes shall be given personally or by proxy.
· Where votes are equal on any given motion, the Chairperson of the meeting is entitled to exercise a second or casting vote, however, in the case of Special Resolutions a 75% majority of those total of eligible proxy votes and members present must vote in favour of the change for it to be carried.
Members could you please make an effort to attend the meeting so we can be sure to have good representation. If you are not able to make the meeting, please be sure to complete the Proxy Voting Form and either mail it to PO Box 133, Warrandyte VIC 3113 so that it arrives no later than 5pm Friday 19 February, 2016, or you can hand it to Jayne, Sam, Tim or Karen no later than 7pm Monday 22 February, 2016.
With regards the rule changes to be considered:
1. Special Resolution 2016/01
a) MOTION: That the Club amend the definition of Financial Year within Rule 2. i) of its' Rules to read:
b) "Financial Year" means the year commencing 1 July and ending on 30 June"
The purpose of this motion is to change the Financial Year reporting period of the club from the current calendar year basis to the more common financial year.
The main difference for members is that payment of membership fees will fall due on 30 June each year, at the same time as PCAV Membership and Insurances fall due.
2. Special Resolution 2016/02
a) MOTION: That the Club amend Rule 8. ii) of its' Rules to read:
"The annual general meeting shall be held on such day as the Committee determines after the end of the financial year and before the thirtieth day of November each year, in a place, and at a time to be decided by the Committee."
This motion is contingent on the passing of Special Resolution 2016/01.
Should the Club change its Financial Year reporting date, we will also need to change the rules as to the timing of the Annual General Meeting.
The proposed amendment changes two aspects of the current rule.
i) To change the amount of time in which the committee must convene the annual general meeting from “up to three months” to “up to five months“ after the end of the financial year. This change is to bring our rules into line with the standard rules issued by the Victorian Department of Justice.
ii) The second change is to align the meeting date to the proposed end of financial year.
3. Special Resolution 2016/03
a) MOTION: That the Club amend Rule 22. i) b) of its' Rules to read:
"at least three (3) other members."
This motion is seeks to change the overall size of the committee from its current minimum of nine people, and reduces it to seven.
With a reducing member base, it has been increasingly difficult to secure nine members willing to serve on the committee, and therefore changing the rules to a committee of seven will simply reflect the current practice.
This change does not change the minimum number required to form a quorum at committee meetings and it does not preclude the membership electing more than seven members to the committee if it wishes to do so. Seven is simply a minimum.
4. Special Resolution 2016/04
a) MOTION: That the Club amend Rule 24. of its' Rules to read:
"i) For the purpose of these rules, the office of an officer of the Pony Club or of a member of the Committee becomes vacant if the officer or member:
a) ceases to be a Member of the Pony Club;
b) resigns his office by notice in writing given to the Secretary;
ii) Notwithstanding rule 24 i), for the purpose of these rules, the office of an officer of the Pony Club becomes vacant if the officer becomes an insolvent under administration within the meaning of the Companies (Victoria) Code."
This motion is seeks to change the rules that govern who can be a committee member and again aligns the wording of our rules to the latest standard rules issued by the Victorian Department of Justice.
Under our current rules, should a member of our club be declared “an insolvent under administration within the meaning of the Companies (Victoria) Code”, most commonly declared bankrupt, they would be unable to serve on the committee in any capacity.
The effect of this change is that it would allow “an insolvent under administration within the meaning of the Companies (Victoria) Code” to be a committee member, but not be on the executive, i.e. President, Vice-President, Treasurer or Secretary.