Minutes of the 11th Annual General Meeting

Tuesday, 17 August 1999, ABC Theatrette, Harris Street, Ultimo, Sydney NSW

1. Notice of convening meeting

The meeting opened at 6:05pm on Tuesday, 17 August 1999. A quorum of members was present. Notice of convening the meeting was given by the president in accordance with the Association's constitution. The president, Craig Anderson, welcomed everyone to the meeting and introduced the vice-president, Mairéad Browne, the immediate past president, John Shipp, the acting executive director, Jennefer Nicholson and Mr Warren Horton who had been appointed as parliamentarian for the meeting.

Voting rights for members voting in person or by proxy were established.

2. Apologies

Apologies were received from Mr Harrison Bryan (NSW), Mr Alex Byrne (NT), Mr Patrick Condon (NSW), Ms Diane Costello (ACT), Mr Anne Drent (NSW), Mr Ted Flowers (NSW), Ms Dorothy Harris (ACT), Ms Mylee Joseph (NSW), Ms Helen Mandl (NSW), Mrs Kerry Smith (WA), Ms Julie Young (NSW).

3. Minutes of the 1998 Annual General Meeting

3a. Minutes of the Extraordinary General Meeting held 27 October 1998

The president sought leave of the meeting to present the minutes of the Extraordinary Meeting of the Association held in Adelaide on 27 October 1998.

4. Presentation of the 1998 annual report and balance sheet, and income and expenditure account

The general councillor with the portfolio responsibility for finance and president, Craig Anderson, presented the 1998 annual report and balance sheet and income and expenditure account. Although 1998 had resulted in an operating deficit for the Association he reassured the meeting that the Association remained in a good financial position. The operating deficit could be explained by a combination of lower interest rates, reduction in rental income, $80000 expended from divisional reserve funds, deferred income from the Biennial Conference and slightly lower membership income.

Members noted from the floor their concern that an operating surplus posted in 1997 had become an operating deficit in 1998. The continuing deficit of inCite also remained an important concern. The general councillor with the portfolio responsibility for finance and president noted that ALIA House was now fully-tenanted again and the situation regarding rental income had been redressed. He also reminded the meeting of the potential liability to the Association of real estate and also that divisions had full control of how their funds were spent. The Association was currently reviewing its sources of income. The acting executive director agreed that there was a need to review publishing activity but that General Council had determined that inCite was an important news vehicle for the Association and must be published.

The general councillor with the portfolio responsibility for finance and president further explained that action was currently being taken to redress loss of income and increases in expenditure as a result of reduced rental income by reviewing Association activities but noted that some costs were fixed and could not be controlled, for example postage costs in keeping members informed through inCite and other communications of Association developments and activities.

In response to a query about division bank accounts the general councillor with the portfolio responsibility for finance and president informed the meeting that the Association's auditors had recommended improved divisional financial reporting. However General Council had determined that it was important for divisions to maintain management of their budget.

It was noted in response to a query about education and training and workplace industrial programs that costs associated with running these programs were high due to the need to absorb an inflation in overheads which had increased administration and operating costs flowing on from the loss of rental incomce.

Concern was expressed over the lack of reporting on divisional activities and membership figures, an important indicator of the Association's performance, in the annual report. The meeting was reminded that division activities were in general reported through Branch reports. Divisions also reported directly to General Council on an annual basis as required by the Constitution. This situation would be considered further before the 1999 annual report was published. The acting executive director gave an undertaking that membership figures would be published in the 1999 annual report. It was noted from the floor that important results had been achieved through the Association's programs for example through indigenous programs and it is important that in future social aspects of the Association's achievements not be overlooked.

5. Presentation of the supplementary balance sheet, and supplementary income and expenditure account to 31 July 1999

The general councillor with the portfolio responsibility for finance and president, Craig Anderson, presented the supplementary balance sheet and supplementary income and expenditure account to 31 July 1999. At its last meeting in 1998 General Council had voted to accept a deficit budget for 1999. This had been agreed because of the additional copyright responsibilities which ALIA was assuming following the winding-up of ACLIS on 31 December 1998. No funding had been received from ACLIS to defray costs to ALIA for this new program. ALIA believed that it was important for the sector that the Association adopt this program which had previously been the responsibility of ACLIS and that its commitment be demonstrated through membership of the Australian Libraries Copyright Committee and the Australian Digital Alliance. Other 'one-off' programs impacting on the Association in 1999 are establishment of the Renewal Working Group and the liquidation process if the meeting votes to proceed.

In response to comments from the floor the general councillor with the portfolio responsibility for finance and president reassured the meeting that ALIA National Office was taking steps to contain costs and seek new avenues of income and that General Council was critically examining the budget and budgeting process for the year 2000.

6. Appointment of auditors

7. Reports

i] President's report
The 1998 president, John Shipp, provided the AGM with an oral report of activities during the past year. The Leadership Committee had worked towards the ACLIS/ALIA amalgamation and although this had not come about in the manner originally envisaged, outcomes for ALIA were most satisfactory. A Charter of Renewal had been developed in consultation with the membership and had been accepted at an Extraordinary General Meeting of the Association in October 1998.

Awards form an important part of the Association's programs and project the values of the Association. In 1998 the following awards were presented by the Association:

Highlights of the year included the Biennial Conference. In particular the Fringe program with its focus on new members of the profession was greeted with much enthusiasm. ALIA mounted a stand at the ALA Conference in Washington DC. Sponsored by Austrade, the ALIA stand generated an excellent response from Australians attending ALA as well as from many other delegates. At the end of the year General Council received the resignation of the executive director.

ii] Report on progress towards incorporation The vice-president and member of the Renewal Working Group (RWG), Mairéad Browne, reported on progress towards incorporation following the vote at the Extraordinary General Meeting held in October 1998 where the Charter of Renewal had been adopted.

The Renewal Working Group (RWG) which General Council had established following adoption of the Charter of Renewal to drive the process had recognised the importance of stability within the organisation and the need to make the move to the new ALIA as seamless as possible. This involved tackling the essentials first and developing a solid plan which could be built on gradually, seeking expert advice as necessary. General Council was driving the change process and had given strong support to the process at its April 1999 meeting. Work is continuing and information sessions would follow the appointment of the new executive director.

In answer to queries from the floor the meeting was advised that the change in corporate structure would be essentially a change in legal status and did not imply a change in divisional structure at this time.

The vice-president and member of the RWG also reminded the meeting that implementation of the Charter of Renewal was ongoing and briefly outlined the current status of implementation of each principle in the Charter:

iii] Executive director's report
The acting executive director presented an oral review of 1998 which had seen the resignation in December of the executive director followed by her departure in early 1999.

Lobbying activities had continued in 1998 at a national and regional level with a special focus on online content, the GST and candidates for federal and state/territory elections. Australian Library Week held in May had been successful around the country and had provided opportunities to promote libraries to those outside the sector and in particular to those responsible form making decisions which impact on libraries. SA Branch hosted the ALW Oration given by Dr Lowitja O'Donoghue and which drew attention to the importance of libraries in reconciliation by responsible management of indigenous information and delivery of relevant services to indigenous peoples.

The Online Public Access Initiative project,Indigenous Communities Online, to provide internet access and training to five remote communities in South Australia, the Northern Territory and Queensland was completed. A meeting was held with the assistant secretary with responsibility for the Regional Telecommunication Infrastructure Fund and representatives of the sector at the Biennial Conference.

ALIAnews had been introduced as a new electronic communication vehicle and now has over 3000 subscribers. In 1998 Divisions conducted more than 1000 events including some 300 professional activities. Discussions had been held with ALA which is currently reviewing its acceptance of overseas qualifications. Librarians had been included in the NSW pay-equity case. Commitment of ALIA National Office staff and all office bearers and committee members of the Association was acknowledged.

8. General business

The following motion which had been placed on notice for the meeting was formally moved at the commencement of General Business:

The president foreshadowed an amendment to the notion noting that, since publication of the notice of motion, further advice had been received from the Association's auditor about the wording of the motion to ensure that, if passed, a resolution would meet all necessary requirements under Corporation Law.

The foreshadowed amendment was moved as follows:

That paragraphs 1, 2-3, 4 and 7 of the motion as published in the notice of meeting for the 1999 Annual General Meeting be amended as follows:

There was discussion about the amendment to Paragraph 4 in relation to destruction of the books. It was noted that such a paragraph is required by law. However there was concern that the paragraph referred to records of the Association although the metaphorical nature of the paragraph in that it referred to records of the liquidation process only was explained and an amendment to Paragraph 4 by way of the addition of the clause 'after consultation with the new organisation was foreshadowed.'

It was noted that the liquidation process for the Association was being conducted according to the requirements of Corporations Law. It was believed that this was in the best interests of the Association although there was no compulsion for ALIA as incorporated under Royal Charter to meet such provisions. It was expected that this would then expedite the process for ALIA to incorporate under Corporations Law.

It was noted that in the original motion agreement of General Council was required in relation to remuneration of the liquidator. This requirement had been dropped in the proposed amendment to Paragraph 2-3 of the original motion which was a cause for concern. It was explained that the amendment established a fixed rate per hour for the liquidator and it would not be necessary to refer this to General Council.

In answer to a query from the floor it was stated that the estimated cost of the liquidation would be from $25000 to $35000. As ALIA National Office financial services staff would assist the liquidator, it could be expected that cost of liquidation would be at the lower end of the quoted scale. Depending on timing there may be some further savings if the liquidation process runs parallel with the audit for the calendar year 1999.

In response to a query about the amendment to Paragraph 7, Surplus property, of the original motion, it was explained that such an amendment would allow the first company to lend assets to a second company which would come into existence upon liquidation of the first company. The existence of the second company would ensure that bank accounts existing in the first company could be mirrored in the second company. This was especially important as there was no intention during this process that divisions should be left without funds. Should any problems arise which prevented the new company being in place by 1 January 2000, it will not be possible to wind up ALIA at that time.

The president outlined the procedures for incorporation under Corporations Law and it was noted that it will be necessary for the Association to work in consultation with the governor-general to repatriate the Royal Charter when ALIA incorporates under Corporations Law.

Following discussion the amendment to the motion was put:

That paragraphs 1, 2-3, 4 and 7 of the motion as published in the notice of meeting for the 1999 Annual General Meeting be amended as follows:

A further amendment to the motion which had been previously foreshadowed was moved:

That Paragraph 1 of the motion as amended be further amended as follows:

The mover of the amendment spoke to the amendment pointing out that without such an amendment, the motion to wind-up the Association would cast the Association into oblivion with no structure in place for the new Association. She was seeking reassurance on behalf of members and divisions that there would be a firm structure in place as the Association moved to become a new organisation.

The meeting was reminded that the Extraordinary General Meeting in Adelaide in 1998 had determined to renew the organisation and incorporate under Corporations Law. It was further pointed out that following the winding-up of the Association as it now is, the existing structure will continue in place as no change in the division structure is contemplated at this stage.

Clarification was sought on several issues including the assurance that the values and structures which exist in the constitution will be transferred to the new organisation. It was stated that the new organisation would, in the immediate future, maintain the structure which currently exists in ALIA and that the values of the Association would be retained as it moves from incorporation under Royal Charter to incorporation under Corporations Law. This did not preclude a revision of the divisional structure at a future date and the promulgation of alternative structural models, but until such time as an alternative structure acceptable to the membership was developed the current division structure would be retained and all conferences for which planning had already begun would be assured of funding and would go ahead.

The amendment to the motion was put:

The motion as amended with a few minor changes of wording which were agreeable to the mover and seconder was now put. Under the terms of the Association's constitution, a motion to wind-up the Association requires a special resolution passed in general meeting. A special resolution is defined as a resolution requiring a two-thirds majority of those voting in person [or by proxy] in order to be passed.

Motion as amended:

9. Conclusion of the meeting

There being no further business the president declared the 11th Annual General Meeting of ALIA closed at 8:20pm.