Internet Society of Australia
A Chapter of the Internet Society
ABN 36 076 406 801
Notice is hereby given that the eleventh Annual General Meeting of the members of the Society will be held at the offices of Google, Level 18, Tower 1 Darling Park, 201 Sussex St, Sydney NSW, at 5:45pm on Monday 3 December 2007. 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.(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 21 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. Adoption of Accounts and Reports 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. Resignations and Appointment of Directors 2.1 To accept the resignations of the directors who are retiring and appoint seven directors from those persons nominated as directors. The persons nominated as directors are (in alphabetical order): Gunela Astbrink, Paul Brooks, Kevin Karp and Jerry Leeson. As the number of candidates for election as directors is less than as the number of vacancies on the Board, a ballot will not need to be held for the election of the candidates. (see Nominations for Directors 2007 below). 3. Appointment of Auditor 3.1. To resolve to appoint Ken Wright as auditor, subject to ASIC's approval of the resignation of Chris Booker as auditor. 4. Other Business 4.1. Transacting any other business which under the constitution of the Society or the Corporations Act 2001 ought to be transacted at an annual general meeting. DATED 14 November 2007 BY ORDER OF THE BOARD Kevin Karp Honorary Secretary, ISOC-AU ======================================================================== Explanatory Memorandum, AGM 2007 -------------------------------- Annual General Meeting 5:45pm 3 December 2007 Level 18, Tower 1 Darling Park, 201 Sussex St, 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. 1. Accounts The 2007 Annual Report of the Society, which comprises the profit and loss account, the balance sheet, the report of the directors and of the auditors and the directors' statement will be available for inspection and discussion at the Annual General Meeting. 2. Resignations and Appointment of Directors One-third of the board of twelve directors must retire at the AGM 2007 in accordance with the requirements of the Constitution of the Society. The retiring directors are: Kevin Karp, Cheryl Langdon-Orr, Jeremy Malcolm and Andrew McRae. There are also three vacancies, replacing Gunela Astbrink and Jerry Leeson, who were appointed to fill casual vacancies, and Peter Nissen, who has resigned. In accordance with Article 46.6 of the Constitution, retiring directors are eligible for re-election at the 2007 AGM. Gunela Astbrink, Paul Brooks, Kevin Karp and Jerry Leeson have nominated for election as directors. As the number of candidates is less than the number of vacancies on the Board, a ballot will not need to be held for the election of the candidates. A copy of the nomination list is below. 3. Change of Auditor Chris Booker has tendered his resignation as the auditor of the Society. ISOC-AU has received correspondence from Ken Wright consenting to act as the ISOC-AU auditor. Members will be asked to vote on the resolution to appoint Ken Wright as the auditor of the Society. 4. Other Business Members will be asked to approve the minutes of the previous Annual General Meeting, which took place on 6 December 2006. The minutes are available at:http://www.isoc-au.org.au/Organisation/mins/minsAGM06.html
======================================================================== Nominations for Directors 2007 ------------------------------ Candidate Proposer Seconder ~~~~~~~~~ ~~~~~~~~ ~~~~~~~~ Gunela Astbrink Gunela Astbrink Ross Kelso Paul Westley Brooks Paul Westley Brooks Rosemary Sinclair Kevin John Karp Jerry Leeson Anthony Hill Jerry Leeson Kevin John Karp Holly Raiche