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ALIA General Meeting

5:30pm Friday 25 November 2005. Conference Room, ALIA House, Canberra.

MINUTES

1. Notice of convening meeting

The meeting opened at 5:35pm on Friday 25 November 2005. The President, Gillian Hallam, in accordance with the Association's constitution gave notice of convening the meeting. She welcomed everyone to the meeting, explained the rules of meeting and introduced the Vice-President/President-elect, Dagmar Schmidmaier AM, the Executive Director, Jennefer Nicholson and Michael Evans who had been appointed as Parliamentarian for the General Meeting. The Parliamentarian explained the rules and procedures for voting. 33 members were present which constituted a quorum.

Voting rights for members voting in person were established.
Proxies were held:
Pat Bomford 3
Carol Newton-Smith 1
Trevor Wakely 3

Susan Magnay and Georgina Dale were appointed tellers.

2. Apologies

Apologies were received from Rachael Browning, Bet Dracoulis, Ann Ritchie, Julie Young.

Moved: That the apologies be accepted.

Moved: Gillian Hallam
Seconded: Roxanne Missingham
Carried

3. Special resolution

Moved: That the constitution of ALIA be amended by making the following changes to Section 13 as outlined below:

13.1 Composition of Board
a. The Board shall consist of the Executive Director and not less than 3 persons and not more than 7 persons or such other number as shall be determined form time to time in general meeting.

13.2 First Directors
a. The First Directors shall be appointed as an interim Board of Directors and shall be the Executive of the Former Association.
b. Except for the president and Vice-President who shall complete their appointed terms of office, the First Directors shall retire at the general meeting to be convened and held pursuant to Clause 13.5 (b) hereof but shall be eligible for re-election.

13.3 Directors
a. The Board shall comprise the following seven directors with voting powers who shall be appointed as given below:
(i) a president (elected by members);
(ii) a vice-president/president elect (elected by members);
(iii) two directors elected by members;

Amend clause (iii) to become
(iii) five directors elected by members;

Delete clauses (iv) and (v) (iv) one director elected by institutional members; and (v) two directors elected by the National Advisory Congress.
b. All voting directors shall be personal members of the Association and represent the interests of the organisation as a whole rather than those of a particular constituency. The Board may commission advice from a suitably qualified person or persons.

13.4 Executive Director
a. The Executive Director shall be a non-voting member of the Board and the interim Board of Directors.
b. The Executive Director shall be engaged on terms and conditions agreed in writing between the Board and the Executive Director. The powers and duties of the Executive Director shall be as agreed between the Executive Director and the Board and such further or other powers, duties and discretions as determined by the Board from time to time.

13.5 Operational Provisions
a. To provide for the carry over of the corporate knowledge on the Board the terms of office shall be overlapping, for a period of two years each. In the case of the vice-president, the second year of the term is to be the presidential year. A director can only hold office for a maximum of two consecutive terms.
b. Within six months of incorporation and prior to the first Annual General Meeting of the new body, elections shall be held for the positions of directors elected by members delete the phrase: and institutional members. Terms shall be as determined by the Interim Board of Directors to be those closest to the terms to bring the Board into a normal election cycle. Delete the following sentence in entirety: The National Advisory Congress will elect two directors for terms which provide for the normal election cycle.

13.6 Rotation of Directors
a. Except for the special arrangements for the initial establishment of the Board, then in each year the following positions will be filled as follows:

In clause (i) insert the word annually following the phrase elected by members:
(i.) A Vice president/president-elect elected by members annually;

Delete clause (ii):
(ii) One of the two directors elected by members;

Insert new clause (ii):
(ii) Three directors elected by members biennially, for a two-year term from 2006; and

Delete clause (iii):
(iii) One of the two directors elected by the National Advisory Congress.

Insert new clause (iii):
(iii) Two directors elected by members biennially, for a two-year term from 2007.

Delete paragraph b.
b. The director to be elected by the institutional members will be elected in alternate years.

13.7 Election of Directors
The election of Directors shall take place in the manner determined by By-laws as promulgated by the Board from time to time.

Moved: Gillian Hallam
Seconded: Dagmar Schmidmaier AM
Carried

The President noted that an amendment to the motion had been foreshadowed. The meeting agreed to discuss the amendment. The amendment put forward the following changes to be made to Section 13 of the Constitution:

Amendment

13.3 Directors
a. The Board shall comprise the following seven directors with voting powers who shall be appointed as given below:
(i) a president (elected by members);
(ii) a vice-president/president elect (elected by members);
(iii) two directors elected by members;

Amend clause (iii) to become:
(iii) four directors elected by members; and

Amend clause (iv) by deleting ; and at the end.
(iv) one director elected by institutional members
b. All voting directors shall be personal members of the Association and represent the interests of the organisation as a whole rather than those of a particular constituency. The Board may commission advice from a suitably qualified person or persons.

13.5 Operational Provisions
a. To provide for the carry over of the corporate knowledge on the Board the terms of office shall be overlapping, for a period of two years each. In the case of the vice-president, the second year of the term is to be the presidential year. A director can only hold office for a maximum of two consecutive terms.
b. Within six months of incorporation and prior to the first Annual General Meeting of the new body, elections shall be held for the positions of directors elected by members and institutional members. Terms shall be as determined by the Interim Board of Directors to be those closest to the terms to bring the Board into a normal election cycle. Delete the following sentence in entirety: The National Advisory Congress will elect two directors for terms which provide for the normal election cycle.

13.6 Rotation of Directors
b. Except for the special arrangements for the initial establishment of the Board, then in each year the following positions will be filled as follows:

(i) A Vice president/president-elect elected by members;

Amend clause (ii) by deleting the phrase One of the two and replacing it by Two:
{ii} Two directors elected by members;

Delete clause (iii):
(iii) One of the two directors elected by the National Advisory Congress.
b. The director to be elected by the institutional members will be elected in alternate years.

13.7 Election of Directors
The election of Directors shall take place in the manner determined by By-laws as promulgated by the Board from time to time.

Moved: Pat Bomford ALIA member
Seconded: Jayshree Mamtora ALIA member

The mover spoke to the amendment outlining the rationale behind it. The amendment allowed for continued adequate representation of institutional members. Without this, institutional members may determine to form their own group as had existed in the past. This could lead to ALIA and a second group lobbying independently which could be disadvantageous to the sector as a whole. Retaining a director to represent institutional members could also ensure that ALIA retains its institutional members.

Richard Pickup spoke against the motion noting that retention of a director elected by institutional members meant that some personal members were allowed two votes in the election process and further that the institutional representative may be a junior member of staff who did not actually vote according to the institution's intention.

The Executive Director explained, for the benefit of the meeting, processes in place which ensure that the nominated institutional representative is appropriate to that position.

Trevor Wakely supported the motion noting that an institutional vote encourages institutions to remain member of ALIA as it is a particular member benefit. Given the number of institutional members in relation to total ALIA membership and the voting turnout, it was appropriate to have one director representing institutional members.

Kerry Smith noted that retention of a director elected by institutional members stressed the importance to the Association of the members in this category.

The amendment to the motion was put
Carried by a 75 per cent majority

The President called for discussion of the original motion as amended. Ross Harvey queried the use of the phrase interim Board of Directors in 13.2 (a) and 13.4 (a). The Executive Director explained that this had been required as part of the process in moving the Association to a new governance. It was not usual to change such parts of the constitution after new governance had been set in place.

There being no further discussion, the President put the motion as amended.
Carried by a 75 per cent majority

4. General business
On behalf of the Board, Director Carol Newton-Smith moved a vote of thanks to Jennefer Nicholson for her contribution to ALIA as Executive Director, especially for the responsibility she had taken in moving the Association from Royal Charter to a limited company. She wished Jennefer well for the future.
Carried with acclamation

Ross Harvey moved a vote of appreciation for Jennefer, noting the amical and profitable professional relationship he had enjoyed with her and wished her well.
Carried with acclamation

Kerry Smith thanked Jennefer for the professionalism she had brought to the Association and wished her well for the future.
Carried with acclamation

Trevor Wakely noted the good working relationship he had enjoyed with the Association with Jennefer as Executive Director and that her efforts in this role were much appreciated.
Carried with acclamation

Roxanne Missingham thanked Jennefer for the professional manner of her leadership of ALIA during her years as Executive Director.
Carried with acclamation

Jennefer responded by saying that it had been her professional and personal pleasure to serve the organisation in this role.

5. Conclusion of the meeting

There being no further business the President declared the General Meeting of ALIA closed at 6:00pm.

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