This meeting needs to follow the rules as set out in our current Rules of Association.

1. The secretary will call a special general meeting by giving each member notice of the meeting with at least a 14 day notice and in writing (this can be via email to the point of contact on file for member organisations with voting rights).

2. The call for the special meeting must state the business to be conducted at the meeting. In this case the following motion will be the only business of the meeting:

MOTION: The current financial members of Australasian Campuses Towards Sustainability (ACTS) approve the Board to change the legal constitutional status of ACTS from an ‘association’ based in Queensland to a company limited by guarantee under Australian law.

3. In this rule – “member” includes a person attending as a proxy or representing a corporation that is a member.

4. A quorum is required and based on the current rules “…a general meeting the number of members equal to double the number of members of the association presently on the management committee plus 1 form a quorum”. That is with two RMIT University and two University of Tasmania staff currently on the management committee, each university is the member and thus count only once. Thus the management committee has nine member’s votes (University of Tasmania, RMIT University, The University of Adelaide, Charles Sturt University, UTS, University of Otago, Griffith University, The University of Melbourne and Victoria University of Wellington). To have a decision making quorum at a general meeting, (9 members x 2) +1 = 19 member universities are required.

5. The meeting can be held virtually/online, provided that everyone with voting rights is identifiable as the authorised member representative.

• At a base level, the ACTS Board is pursuing this change to deliver improved governance and administrative arrangements and flexibility to deliver on the organisational mission.
  
• The change also allows ACTS to be more clearly designated as a tax-deductible gift recipient.

• Membership categories within the CLG Constitution are not included in the same way as the Rules of Association, which were very prescriptive and could only be adjusted at an AGM by the full membership. The CLG Constitution includes a base level membership that has voting rights.
• The Board recommends this should be limited to institutional members that pay for membership fees that allow their institutional members to access ACTS resources and networks. The CLG Constitution allows the Board to set other members categories as required to fulfil the organisational mission.
• The Board also recommends simplifying this approach to these member classes:
  • • ‘Organisational’ (with a designated representative(s)) with the Board making final decisions on what sub-categories best advance the implementation of the ACTS Strategic Plan; and
  • • ‘Subscribers’ are staff and students from member organisations AND other individuals that may join should the Board decide to enable this to best advance the implementation of the ACTS Strategic Plan and organisational mission.
    • Life or other honorary memberships can be bestowed by the directors with these members classed as subscribers with access to resources and support identified by ACTS but are not member representatives unless specified under other clauses. NOTE: these memberships are not guaranteed a directorship.

• Current Rules for a quorum at general meetings state: “Subject to subsection (5), at a general meeting the number of members equal to double the number of members of the association presently on the management committee plus 1 form a quorum.”
• Currently, with two RMIT and two University of Tasmania staff on the management committee, each University is the member and thus count only once. Thus the management committee has nine member’s votes (University of Tasmania, RMIT, The University of Adelaide, Charles Sturt University, UTS, University of Otago, Griffith, The University of Melbourne and Victoria University of Wellington). To have a decision making quorum at a general meeting, (9 members x 2) +1 = 19 member universities are required. The intent is to balance management committee universities with those members not represented on the management committee and the extra is to ensure the non-management committee members have the majority vote if it were split.
• The Board recommends inclusion in the new CLG Constitution of the current approach in the Rules of Association.

• A member organisation can have any number of people attend meetings, but it needs to designate one individual to represent the member organisation (i.e., cast a vote).
• The Board recommends that reflecting current arrangements, a maximum of two individual(s) from the same member organisation for the purpose of being appointed or elected as a director, given the current situation whereby there has been limited interest from members to nominate for a director role, so this allows ACTS governance to work and other activities able to be done. (NB both RMIT and University of Tasmania currently have two Directors.)

• The requirement that CLG’s must have a minimum of three and AT LEAST 2 must ordinarily live in Australia to cover the need for the Secretary and Treasurer to do so (included as separate clauses in the CLG template).
• Current Rules have no upper limit and no legal requirement to set a maximum. Good governance generally necessitates a working max to be functional.
• The Board recommends the minimum of three (3) and no more than twelve (12) directors and that at least two must reside in Australia in order to fill the positions of secretary and treasurer (non-negotiable to be recognised as a CLG).

• The current Rules are not clear in ensuring those that are legally ineligible to be directors cannot serve. The CLG Constitution, on the other hand, is very clear that those ineligible to be a director under the Australian Corporations Act or the Australian Charities and Not-for-profit Commission Act cannot serve on the ACTS management committee.
• The Board recommends this to ensure good governance and as a risk management tool.

• Currently, our whole membership votes on the officer roles, the default for a CLG is that the directors choose the roles from the elected directors’ group.
• The Board recommends adopting the CLG default of members electing the full board and that board then selecting the officers, noting that the Secretary and Treasurer must reside in Australia.
• The CLG Constitution template is silent on the role of treasurer or vice presidents. Noting that legally the Secretary must reside in Australia and is accountable for all aspects of that ‘portfolio’.
• The Board recommends the addition of a clause 40.2 that specifies the option of an expanded Officer team in that the Board MAY elect a Vice President from the Australian members, a Vice President from the New Zealand members, a Treasurer from the full membership (must reside in Australia), a Secretary (must reside in Australia) as per clause 56 and a deputy secretary from New Zealand members.
• Regarding the Secretary role:
  • Moore’s law firm’s legal advice makes it clear the Secretary must reside in Australia, but duties can be delegated to someone outside of Australia, say New Zealand, but accountability comes back to this person legally.
  • Current Rules require that the secretary needs to be a member or a Director. The CLG Constitution template allows ACTS to appoint a secretary that is not a director. If not a director then the role does not have voting rights or other director rights and responsibilities.
  • The Board recommends adopting this more flexible approach while noting preference in the near term is for the secretary to be a member and director.
• Regarding the Treasurer role:
  • The Board recommends that an additional section be added adopting the position of treasurer and that this position is to be a member and director residing in Australia given the need for bank account management in coordination with the General Manager. Similar clauses to the secretary role above to be adopted.

• The current Rules are internally inconsistent in that clause 13.(3) requires all members of the mgmt. committee to retire at each AGM, but clause 14.(4) says they may serve for three years.
• The Board recommends adopting the model CLG clauses here to address the current inconsistency. CLG result is that all Board members are not put up for election every year, but each director would be up for election after three years in the role.
• To ensure continuity of governance, the current initial board members’ terms need to be staggered so that 1/3 are put up for election each year (ie retires) until the term limits are reached for each director (clause 41.6). The Board members will determine this by volunteering, drawing lots, etc.
• The clock would start ticking for all current directors upon full conversion to a CLG.
• The Board recommends that this reset would NOT count the years any current board members have served. This provides continuity in the short term with the membership having the opportunity to refresh a portion of the board each year.

• Current Rules allow this.
• The CLG Constitution template does not.
• If the chair is representing a member institution, then not allowing them a primary vote is disenfranchising that member institution. The template allows the chair to have a primary vote, but not have a casting vote.  If something is tied, then it is defeated, which is supported by the template guidance notes.
• The Board recommends keeping the more limiting CLG Constitution approach.

• Current Rules have an abbreviated version of appointing a proxy. More detail in the CLG Constitution provide further clarity. According to the CLG Constitution guidelines, this clause can be changed.  For example, ‘the organisation may want proxies to have an understanding of the company and its purposes, and therefore require proxies to be members’. 
• The Board recommends including the model clauses that a proxy must be a staff member of the institutional member.

• Moore’s legal advice states that ACTS will still need to have a registered location for an office as it were that is open and available to the public at least a few hours a week.
• The Board recommends accepting (and thanking for) the offer from the Griffith University EcoCentre via Delwyn Langdon to remain as the registered location for the ACTS Office.

• Moore’s legal advice suggests that the legal structure would not affect appointment conditions regarding the legal structures.