National Congress of Australia’s First Peoples Limited (“Congress”)
ACN 143 207 587
To the Members of Congress
Congress hereby gives notice that the Annual General Meeting of Congress is to be held as follows:
Venue: First Floor, Tote Building, Zetland, Sydney, NSW
Date: Monday 15th May 2017
Items of Business:
- Welcome and Acknowledgement of Country
- Presentations by the Board and CEO
- Financial Statements and Reports
To receive the Directors’ Report, Financial Statements and Independent Auditor’s Report for the financial year ended 30 June 2016
- Special Resolution – Adoption of New Constitution
To consider and, if thought fit, pass the following resolution as a special resolution:
(a) the document submitted to the meeting, and for the purpose of identification signed by the Chairperson of the meeting (“New Constitution”), is adopted as the Constitution of the Company, in substitution for the present Constitution of Congress (“Present Constitution”) (which is repealed).
(b) the benefit conferred on the directors and other officers of Congress by the indemnity and insurance provisions contained in rule 16 of the New Constitution referred to in paragraph (a) is approved.
By order of the Board
[20 April 2017]
Read the proposed new changes Congress Constitution here
Review the markup of all proposed amendments to the existing Congress Constitution here
This Explanatory Memorandum is intended to provide members with sufficient information to assess the merits of the items of business contained in the accompanying Notice of Annual General Meeting of Congress. The Board recommends that members read this Explanatory Memorandum in full.
Financial Statements and Reports
The Board has approved the audited financial statements of Congress and placed before the members the Directors’ Report, Financial Statements and Independent Auditor’s Report (“Financial Statements and Reports”) for the financial year ended 30 June 2016. A copy of the Financial Statements and Reports can be viewed on the Congress website www.nationalcongress.com.au or by contacting the Congress office and requesting that a copy be sent to you by post or email.
Neither the Corporations Act 2001 (Cth) nor the Constitution requires the members to approve the Financial Statements and Reports. However, there will be an opportunity for members at the meeting to ask questions and comment on the Financial Statements and Reports. No resolution will be required to be passed on this matter.
Special Resolution – Adoption of New Constitution
During August 2016, the National Board reviewed the Present Constitution of Congress, including the governance structure which it created for Congress.
As a result of these discussions in August 2016, the National Board:
- Considered that the Present Constitution of Congress created an overly complicated and expensive governance structure for Congress, which is impracticable for Congress to maintain moving forward; and
- Prepared the New Constitution (with the assistance of the legal advisors of Congress), which proposes the following key changes (amongst others) to the Present Constitution:
(a) reducing the administrative burden created by the separate Chambers of members;
(b) removing the requirement to hold a separate annual meeting of the National Congress;
(c) removing all references to the appointment and maintenance of a separate Ethics Council; and\
(d) reducing the maximum number of directors on the National Board to 8 (formerly 14) and clarifying the procedure for the election of Co-Chairs by the National Board.
- Proposed to halt elections in order to extend the terms of the current co-chairs, directors and delegates until at least 2020, at which time half of the positions would fall vacant and the other half extended for an additional period to allow staggered filling of positions by reinstated election procedures. This decision was made to conserve funds in a period of austerity.
The National Board believes that the New Constitution represents a simpler and more cost effective governance structure for Congress, which will allow for more time and funds to be contributed towards the charitable purposes of Congress.
The National Board encourages you to carefully review the New Constitution, a copy of which is annexed to this Notice of AGM.
If you have any queries in relation to the New Constitution, please contact Gary Oliver on (02) 8070 3100.
WHAT ARE THE CONGRESS CONSTITUTIONAL AMENDMENTS ABOUT?
Over the past 18 months, the Board has realised how expensive the model of Congress is to operate. An example is that a previous National Congress cost approximately $160,000 for our gathering. In addition to this, we have had to carry the expense of our election processes, both within the chambers and at a national level. All of this, whilst we have not received any operational costs since 2014. Recently, the Federal Government has informed us that we will not receive operational funds. With this advice in mind, our Board has set to make changes to the constitution based on economics and our ability to keep the voice of Aboriginal and Torres Strait Islander peoples afloat as your voice.
You will note that we are taking the requirement to have a National Congress out of the constitution. This is not to say that we will never have one again, but it does highlight how expensive the constitution is to administer. Those of you that have attended NCs in Sydney, Alice Springs or Cairns may remember the benefits, and we are aware that it gives opportunity for members to provide guidance from a local and regional perspective. However, to have this enshrined in the constitution could put us in a position of trading insolvent. We don’t want this to happen while we are rebuilding Congress and launching us onto a truly national platform with the support of our peak organizations.
We have also asked you to consider keeping in the constitution the Ethics Council. At present, it is mandatory that we have an Ethics Council, due to the word , “will”. It is not our intention to do without an Ethics Council, but it is our intention to appoint an Ethics Council by way of a policy rather than a constitutional requirement. This is work that we fully intend to carry out within the next 12 months.
Another area for your to consider is our election processes. Whilst we would hope to take the advice of our members, the Board has seen it as appropriate for an amendment to grandfather chamber delegates, the directors and the co-chairs until 2020, thereby doing away with the staggered election process. This means that our next election in 2020, everyone will vacate their positions and may seek re-election.
This factor has become important while we are rebuilding National Congress and we wish to retain not only the corporate knowledge but also the political and philanthropic relationships which we have strived so hard to foster. We have considered, but not actioned, work to re-constitute all chambers. Our board has agreed that this important piece of work requires consultation with our members. Therefore, in the next 12 months, we will be asking members to consider what the future will be for our chambers and/or if this is a policy matter or should be mandated in the constitution.
It is important for all of us to realise that without capital operation funds, we need to work harder, and at our AGM, we will highlight the achievements of 2015-16 and point toward the roadmap for future years.
If you require additional information, please don’t hesitate to contact our CEO at (02) 8070 3100.
Download a copy of the 2016 AGM Voting – Proxy form here
Voting in person
To vote in person, attend the Meeting on the date and at the place set out in the Notice of Meeting.
Direct voting allows you to vote even where you may not be able to attend the meeting in person or do not wish to appoint a proxy. The regulations governing direct voting are set out in Rule 13.13 of the Constitution which can be downloaded from the Congress website (www.nationalcongress.com.au). Alternatively, you can contact the Congress office on (02) 8070 3100 and request that a copy of the Constitution is sent to you by post or email.
A direct vote can be lodged by completing and returning the enclosed voting form by completing the direct voting section of the form. Alternatively, you can download a copy of the form from the Congress website.
Completed forms should be returned by delivering, posting, faxing or emailing the form. Details are on the form. To be effective, the completed form must be received by Congress by 5pm (Sydney time) 13 May 2017.
Voting by Proxy
A member who is entitled to attend and cast a vote at the Meeting may appoint a proxy. A proxy need not be a member. A person can appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, it must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act 2001 to exercise its powers as proxy at the Meeting. If you wish to appoint a proxy, please complete only the proxy voting section of the Voting Form.
To be effective, a proxy appointment and, if the proxy is signed by the member’s attorney, the authority under which the appointment is signed (or a certified copy of the authority) must be returned to Congress by personal delivery, post, email or facsimile. Details are on the form. The completed form must be received by Congress by 5pm (Sydney time) 13 May 2017.
If a member is a body corporate or a body corporate has been appointed as a proxy, the body corporate may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act 2001. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has been previously given to Congress.
First Floor, Tote Building, 100 Joynton Ave, Zetland