Internet Society of Australia
A Chapter of the Internet Society
ABN 36 076 406 801
Notice is hereby given that the eighth Annual General Meeting of the members of the Society will be held at the offices of Maddocks, Level 28 Angel Place, 123 Pitt Street, Sydney NSW at 6:00 pm on Tuesday 30 November 2004. Please see the Explanatory Memorandum below for more information on the items below.
A member of the Society is entitled to attend and vote or appoint a proxy to attend and vote on their behalf. A proxy need not be a member (see Proxy Form). To appoint a proxy, you must return your proxy form to the registered office of the Society by delivery, mail or facsimile at least 24 hours before the time and date scheduled for the Annual General Meeting. Proxy forms should be addressed to:
The Internet Society of Australia
Attention: Mr Craig Ng
Maddocks
Level 28 Angel Place
123 Pitt Street
Sydney NSW 2000
Facsimile (02) 9221 0872
The Annual General Meeting of the members of the Society will be held for the purpose of considering the following items of ordinary business:
1.1 To consider the profit and loss accounts, the balance sheet, the report of the directors and the auditors and directors reports of the Society and, if thought fit, receive and adopt those accounts, balance sheet and reports.
2.1 To accept the resignations of the directors who are retiring and appoint five directors from those persons nominated as directors. The persons nominated as directors are (in alphabetical order): Greg Adamson, Kevin Karp, Ross Kelso, Cheryl Langdon-Orr, Jeremy Malcolm, Andrew McRae (see Nominations for Directors 2004). As the number of candidates for election as directors is greater than the number of vacancies on the Board, a ballot will be held for the election of the candidates.
"25.2 A quorum is constituted by 15 members or one-third of the total number of members, whichever is the lesser, being present at the meeting."
DATED 30 October 2004
BY ORDER OF THE BOARD
Craig Ng
Honorary Secretary, ISOC-AU
Internet Society of Australia
A Chapter of the Internet Society
ABN 36 076 406 801
Annual General Meeting
6:00pm 30 November 2004
Maddocks, Level
28 Angel Place, 123 Pitt Street, Sydney NSW
An annual general meeting is required to be held by the Corporations Act 2001 and certain items of business must be transacted at the meeting. This memorandum explains the background to some of the items of business set out in the accompanying Notice of Meeting.
One-third of the board of twelve directors must retire at the AGM 2004 in accordance with the requirements of the constitution of the Society (`Constitution'). One director was appointed this year who must also retire and stand for election. The retiring directors are: Ross Kelso, Cheryl Langdon-Orr, Jeremy Malcolm, Andrew McRae, and Peter Ziebell.
In accordance with Article 46.6 of the Constitution, all of the retiring directors are eligible for re-election at the 2004 AGM.
Six candidates have been nominated for the five vacant positions. Under Article 48.2 of the Constitution, where the number of candidates for election as directors is greater than the number of vacancies on the Board, a ballot must be held for the election of the candidates. A ballot paper listing the candidates will be given to members attending AGM 2004.
A copy of the nomination list accompanies this memorandum.
Members will be asked to approve the minutes of the previous Annual
General Meeting, which took place on 10th December 2003. The minutes
are available at:
http://www.isoc-au.org.au/Organisation/mins/minsAGM03.html
Since the Society's members are widely distributed it is usually difficult to meet this level of quorum and in the past we have had to postpone an Annual General Meeting because it was not met. The Directors believe it would be appropriate to lower the quorum to fifteen members or one-third of the total number of members, whichever is the lesser, which will facilitate future meetings yet still adequately represent the membership.