ALIA 2000 Extraordinary General Meeting: background information
ALIA incorporation under part 5B.1 of the Corporations Law
Background
Through recent discussions with the Department of Prime Minister and Cabinet (PMC) and the Australian Securities and Investments Commission (ASIC) it has been determined that the Association may incorporate under Part 5B.1 of the Corporations
Law, whereby it applies for 'registration of a body corporate as a company' rather than applies for 'registration as an Australian company'. This advice had not been available when the Association resolved to wind up through voluntary liquidation,
surrender the Royal Charter, and incorporate as an Australian company.
The Association will be only the second organisation incorporated under Royal Charter to register under Part 5B.1.
The Association has a resolution passed at the Annual General Meeting held on 17 August 1999 'that the Australian Library and Information Association as incorporated under Royal Charter be wound up voluntarily in accordance with the By-laws on 31 December
1999, subject to general council signing a new declaration of solvency within five weeks of that date.' Council did not sign the new declaration of solvency and this condition not being performed will have the effect of the decision to voluntarily
liquidate the Association on 31 December 1999 being allowed to lapse.
Formal advice
On Wednesday 8 December 1999 the solicitor-general considered whether the commonwealth would agree to the Association proceeding under Part 5B.1 and surrendering the Royal Charter. His advice was that this should be possible but the Association would
need to provide him with formal advice from ASIC regarding our incorporation status and how this relates to the Royal Charter. Further, he would require a statutory declaration that the members and council agree to the incorporation and the surrender of
the Royal Charter. The solicitor-general noted that it would be necessary to incorporate and surrender the Royal Charter on the same date as it is not possible to operate under both jurisdictions at the same time.
Formal advice was received from the ASIC legal counsel on 15 December 1999 and it sets out clearly what is required by ASIC. The ASIC advice was forwarded to PMC and the department has responded that 'there should be no official objection to your
Association proceeding as you propose.'
Action required for incorporation
The process outlined is designed to allow for incorporation on 1 March 2000. The executive considered the matter by teleconference on 21 December 1999. After taking into account the benefits of this incorporation process, and the risk of the
resolutions not being passed at the required Extraordinary General Meeting (EGM), the executive agreed to recommend to general council that the Association proceed to incorporate under Part 5B.1 of the Corporations Law. The general council met by
teleconference at 1.00 pm on 24 January 2000 and agreed to incorporate under Part 5B.1 and to call an EGM on 22 February 2000. general council will meet by teleconference on 23 February 2000 to consider the resolutions of the EGM, and if the required
resolutions are agreed to by the membership the documentation will be forwarded to ASIC and PMC requesting incorporation under Part 5B.1 and surrender of the Royal Charter on 1 March 2000.
The following resolutions were passed at the general council meeting of 24 January 2000.
- Incorporation under Part 5B.1 of Corporations Law
That the Association incorporate under Part 5B.1 of Corporations Law to 'register a body corporate as a company'.
- Extraordinary General Meeting
That general council convene an extraordinary general meeting of members to deal with the incorporation of the Association under Part 5B.1 of the Corporations Law to be held in Sydney on 22 February 2000 at 5.30pm in the ABC Theatrette, ABC
Ultimo Centre, 700 Harris Street, Ultimo NSW 2007.
- Resolutions to be put to the EGM
The following resolutions are required by ASIC . Special resolutions must be 'passed by a majority of not less than two-thirds of such members as, being entitled so to do, vote in person or where proxies are allowed, by proxy, at a meeting of which not
less than twenty-one days' notice specifying the intention to propose the resolution has been duly given or, where voting by post without a meeting is allowed, vote by post.' (clause 2 Supplemental Royal Charter).
That the following resolutions be the business put to the extraordinary general meeting of members to be held on 22 February 2000.
[ see the meeting agenda for the list of special resolutions ]
Membership of the 2000 executive committee/interim Board of Directors
Anticipating that the Association would be incorporated on 1 January 2000 the general council did not proceed with the election of two members of the executive, as required by the Constitution. It had been expected that on incorporation the 1999
executive and the incoming vice-president would form the interim Board of Directors.
At its meeting of 21 December 1999 the executive committee discussed the composition of the 2000 executive committee and interim Board of Directors. Both general council members, Beth McLaren and Trevor Wakely offered to stand down in order to open their
positions up for election. It was generally agreed that it was important to preserve continuity and corporate knowledge on both bodies during this transition period.
General council agreed at its meeting of 24 January 2000 that the 2000 executive committee comprise:
Mairead Browne, president
Alan Bundy, vice-president
Craig Anderson, past president
Trevor Wakely, general councillor
Beth McLaren, general councillor
John Shipp, non-voting member
Colette McCool, non-voting member
and that this membership be reviewed should the Association not be incorporated by 1 May 2000.
General council further agreed that these seven members of the 2000 executive committee comprise the interim Board of Directors on incorporation, with all directors having voting rights.
Draft Constitution
A number of changes have been made to the draft Constitution to accommodate the requirements of the ASIC and PMC and proposed change in incorporation status.
Election of directors
A call for nominations for election to the Board of Directors appeared in the December inCite with a closing date of 11 February 2000. However as the Association will now not be incorporated by that date the election schedule has been revised:
- Call for nomination with revised closing date of 10 March 2000 placed in the January/February issue of inCite
- Ballot papers distributed in the April issue of inCite
- Ballot close on 8 May 2000
- Ballot counted on 9 May 2000
This timetable would move the National Policy Congress to the end of May.
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