Internet Society of Australia
A Chapter of the Internet Society
ABN 36 076 406 801

Minutes of Extraordinary General Meeting May 7 2002

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The meeting was held at 18:45 hrs on Tuesday 7th May 2002 at the offices of Maddocks Lawyers, Level 7, 140 William Street Melbourne VIC 3000. Tony Hill was elected Chairperson.

The Chairperson noted that, as 7 current members of the Society were present and 44 valid proxies had been received, there was a quorum present for the meeting. The Chairperson welcomed all those in attendance. The Chairperson noted the items on the agenda to those present.

1. Introduction of Classes of Membership

1.1 To consider, and if thought fit, pass the following as a Special Resolution of the Company:

"That the Constitution of the Company be amended as follows:

1.1 By inserting, after clause 5.2, the following:

'5.2A The directors may from time to time establish, vary and disestablish classes of membership within any category of membership and allocate or reallocate members into or between such classes.

5.2B Other than as provided for in these articles, a class of membership has the same rights and obligations as for the category of membership of which it is a part.';

1.2 By deleting clause 10.2(3) and replacing it with the following:

'(3) the category and class of membership;'

1.3 By amending clause 11.1 by replacing the word "category" with the words "category and class";

1.4 By inserting, after clause 12.1, the following:

'12.1A Subject to 12.2, the annual subscription payable by each class of members is such sum as is set by the directors, not exceeding the annual subscription set under 12.1 for the category of members of which the class is a part.'"

The Chairperson and President, Tony Hill, noted that as far as membership was concerned, one size did not fit all. He also noted that there had been a good response to the introduction of corporate membership. The Chairperson explained that there were issues with regard to membership and as outlined in prior information to members, as of January 2002 the Internet Society (ISOC) no longer required its Chapters to remit fees to the parent body. This gives the Internet Society of Australia a great opportunity to at last be able to provide different classes of membership to allow a broad spectrum of Internet users to joining the Society.

It was RESOLVED that the Articles be changed as set out in the agenda item.

2. Directors' power to waive all or part of a Subscription Fee

2.1 To consider, and if thought fit, pass the following as a Special Resolution of the Company:

"That the Constitution of the Company be amended by deleting clause 12.3 and replacing it with the following:

'12.3 The directors may waive all or part of the annual subscription for a member in their discretion."

It was RESOLVED that the Articles be changed as set out in the agenda item.

In discussion after the passing of the above resolutions, concerns were raised with respect to the transparency of process in terms of the directors being able to waive all or part of the annual subscription for a member in their discretion. It was emphasised that while the current Board's integrity and intentions on the matter were not in question, it was felt that guidelines to such discretion ought to be set.

It was resolved at the meeting that the Directors present at this meeting undertake to raise this issue at the next Board meeting for discussion and possible further action in terms of developing guidelines.

Meeting closed at approximately 8:05pm.

Signed as a correct and complete record of the above meeting.

Tony Hill
President, ISOC-AU

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