ALIA 2000 Extraordinary General Meeting

An Extraordinary General Meeting of the Australian Library and Information Association will be held on Tuesday 22 February 2000 at 5:30 pm at theABC Theatrette, ABC Ultimo Centre, 700 Harris Street, Ultimo, Sydney

Note: please read the background information we have provided for a brief on events leading to the upcoming general meeting. The special resolutions listed below form a part of the background documentation, and should be read in context.

Agenda

1. Notice of convening meeting
2. Apologies
3. ALIA incorporation
   Resolutions to be passed by the Australian Library and Information Association to allow registration under Part 5B.1 of the Corporations Law being registration of a body corporate as a company. The following Resolutions are to be passed as special resolutions of the Australian Library and Information Association (hereinafter referred to as 'the Association').

   Special resolutions:

   1. That the Association, being a Body Corporate and Politic under a Supplemental Royal Charter does hereby agree to change its status and governance and be registered as a company limited by guarantee under section 601BA of Part 5B.1 of the Corporations Law.

      Comment: This resolution authorises the Association to become a company limited by guarantee through registration under a provision of the Corporations Law. Under this process the status of the organisation is changed but the Association continues to exist with all existing assets, liabilities and contractual commitments remaining on foot.

   2. That the Association change its name upon registration as a company limited by guarantee to the name Australian Library and Information Association Limited.

      Comment: The Corporations Lawrequires companies to include the word 'Limited' in their name. Upon registration the company will be allocated an Australian Company Number (ACN).

   3. That the Association adopt a new Constitution upon registration as a company limited by guarantee in the form tabled at the meeting and initialled by the executive director for identification, together with amendments, if any, approved at the meeting and cease to be governed by the Supplemental Royal Charter.

      Comment: The Constitution replaces the existing Supplemental Royal Charter and By-laws and regulations. The changes from the existing Supplemental Royal Charter and By-laws and regulations are minimal in nature and are designed to allow the Association to become a company under the Corporations Law. A copy of the Constitution is available in electronic format from the ALIA website and in print form from or at the ALIA National Office.

   4. That the Foundation and current members of the Association be granted Membership of the company limited by guarantee upon registration.

      Comment: Members must formally agree to be bound by the new Constitution and the limited liability under clause 7.10 of the Constitution - Limited liability of members 'The liability of the members is limited.' and clause 7.11 of the Constitution - Contribution of members 'Every member of the Association undertakes to contribute to the property of the Association in the event of the same being wound up while that member is a member, or within one year after the member ceases to be a member, for payment of the debts and liabilities of the Association contracted before the cessation of the membership and of the costs, charges, and expenses of winding-up and for the adjustments of the rights of the contributories among themselves, such amount as may be required not exceeding $20.00.'

   5. That the Association request the governor-general of Australia to consent to the Association being registered as a company limited by guarantee under Part 5B.1 of the Corporations Law and that the Supplemental Royal Charter granted on 31 December 1988 be revoked upon such registration.

      Comment: The governor-general's consent is required to the change in the status and governance of the Association. The Supplemental Royal Charter also needs to be revoked at that time.

   The following resolution is to be passed as a general resolution of the Australian Library and Information Association (hereinafter referred to as 'the Association')

   General resolution:

   • That the Association authorise the executive director to cause to be prepared, approved and lodged such documentation and do all things necessary to give effect to the registration of the Association as a company limited by guarantee under Part 5B.1 of the Corporations Law.

     Comment: This general resolution overcomes any unforeseen administrative issues so that registration may be accomplished upon approval of the resolutions by the meeting.

4. General business

Rules of meeting

The rules of the meeting are as determined by the Constitution and with reference to Joske's Law and procedure at meetings in Australia, 8th ed, 1994.

1. The only items that may be raised under general business are those of a routine nature, or those that are within the scope of the business already laid down. Motions of a substantial nature relating to items not covered in the notice of the meeting will not be allowed.
2. If any item of urgency arises which is not within the business of the meeting the chairperson has the power to accept it without notice, or rule that due notice must be given.
3. All motions additional to those on the printed agenda and in accordance with [2.] above, and amendments, shall be written in triplicate and signed by the movers (forms will be provided), one copy to be delivered to the chair, the second to the projectionist, the third to the mover.
4. When addressing the chair, the person desiring recognition will properly identify themselves, giving their name and affiliation. Only ALIA members may speak.
5. Debate shall be limited to three minutes for each speaker, no speaker may have the floor twice on the same question until all who wish to speak have spoken.
6. Proxies: To be valid, proxies must be in the form set out in Regulation B17, addressed to the executive director at ALIA, PO Box 6335, Kingston 2604 or enquiry@alia.org.au.nospam (please remove '.nospam' from address) or fx 02 6282 2249, and deposited with or delivered to, or received by facsimile or e-mail by 5:00 pm on 15 February 2000. Proxy forms must not specify how the holder of the proxy is to vote on specific areas.
7. By general consent, if there be no objection, or by a two-thirds vote, any rule governing the debate may be suspended.
8. The chairperson's rulings on procedural matters may not be debated. The reference for rules and their interpretation by the parliamentarian will be Joske's Law and procedure at meetings in Australia, 8th ed, 1994. A parliamentarian will be appointed to advise the chairperson on procedures and to assist in determining the results of a poll of members present if necessary.