Merry Christmas to Peter Wilson. When it was suggested that Peter Wilson should be independent of the old board so that we can have a fresh start Peter responded with "That's your issue". Summary of the meeting here: viewtopic.php?f=23&t=594
A good summary of where we are up to by Joe Aston of the AFR, linked to from here: viewtopic.php?f=5&p=4137#p4137
If you are new to this website read the story so far: viewtopic.php?t=321#p1793
Check out some of the AFR articles, too many to list and check out some of the ABC reports: http://www.afr.com/business/accounting/ ... 215-h055ej http://www.afr.com/business/accounting/ ... 211-h02x1d http://www.abc.net.au/news/programs/the ... s,/8626662
Please join this website to participate in discussions. Also join our email list at http://eepurl.com/cWsgfb
Image

2018 AGM and proxy voting - be careful when voting

A weekly round up of the issues and progress
Post Reply
JWheldon
Posts: 352
Joined: Wed May 24, 2017 6:43 pm

2018 AGM and proxy voting - be careful when voting

Post by JWheldon » Wed Feb 21, 2018 6:23 pm

Have attached below the notice of the AGM, along with the sections from the constitution, which are very interesting. Members need to be very careful when completing proxies, so to ensure that their votes are not given to the chair to use at the AGM. The board has the power to enable electronic voting and provide the members with the ability to either accept or vote against the resolutions, but will a better voting system be used by the board?

A change is required, as the past boards used proxy votes to force change without a majority of members approval. The board can enable the members to vote electronically, so enabling the members to vote for or against a resolutions or accept or reject the financial accounts, but will this happen?

https://www.cpaaustralia.com.au/about-u ... ruary-2018

"2018 AGM

The annual general meeting (AGM) of CPA Australia is due to be held on Tuesday 22 May. The notice of meeting and proxy form for the AGM will be despatched to members as soon as possible but at least 21 days before the AGM as required under S249H of the Corporations Act 2001 (Cth) and the Constitution.

CPA Australia will provide a proxy form to each member at the same time that it provides the notice of meeting for the AGM, as required by section 249L of the Corporations Act and Articles 22(a), 34(a) and 34(c) of CPA Australia’s Constitution. The form of the proxy will allow the member to direct the proxy to vote on the resolutions.

If members wish to propose resolutions for consideration at the AGM, then members should ensure that any resolutions and any statements are proposed in compliance with the Corporations Act and the Constitution. While members will need to satisfy themselves with respect to the requirements (including but not limited to S249N, 249O and 249P of the Corporations Act), any resolution and /or statement must be:

with respect to a matter within the competency of the members. For example, can’t be with respect to a matter within the directors’ powers
proposed by members with at least 5 per cent of the vote that can be cast on the resolution or at least 100 members who are entitled to vote at a general meeting – proposing members must sign the relevant notice/s that meet the notice requirements
received no later than Wednesday 21 March
no more than 1000 words. Please take care that the requests made are not defamatory as a company does not need to comply with requests that are defamatory. It is important that member requests are considered.

CPA Australia has created a form (DOC) to assist members to submit any resolutions – this is not a mandatory form.




CPA Australia will include valid notices of proposed resolutions and statements in its notice of meeting for the AGM. We may speak to members before inclusion of any resolution or statement if there is, for example, any ambiguity in what is proposed. "

22. Notice of meetings of Members
(a) Where the Company has called a meeting of Members, then subject to any requirements of the Corporations Act, notice of the meeting and any proxy form for the meeting may be given in the form and in the manner in which the Board resolves.
(b) Notice of any meeting of Members shall be deemed to be sufficiently given to all Members if the notice of meeting is published in the Publication.
(c) A person may waive notice of any meeting of Members by written notice to the Company.
(d) A person who has not duly received notice of a meeting of Members may, before or after the meeting, notify the Company of the person's agreement to anything done or resolution passed at the meeting.
(e) A person's attendance at a meeting of Members waives any objection which that person may have had to a failure to give notice, or the giving of a defective notice, of the meeting, unless the person at the beginning of the meeting objects to the holding of the meeting.
(f) Subject to the Corporations Act, anything done (including the passing of a resolution) at a meeting of Members is not invalid because a person does not receive notice of the meeting and/or a proxy form, or the Company accidentally does not give notice of the meeting or a proxy form to a person

34. Proxies
(a) A Member who is entitled to attend and vote at a meeting of Members may appoint a person as proxy to attend and vote for the Member in accordance with the Corporations Act but not otherwise.
(b) A proxy appointed in accordance with the Corporations Act to attend and vote may only exercise the rights of the Meeting Member on the basis and subject to the restrictions provided in the Corporations Act.
(c) A form of appointment of proxy is valid if it is in accordance with the Corporations Act or in any other form (including electronic) prescribed in the By-Laws, or which the Board may otherwise accept.
(d) If the name of the proxy or the name of the office of the proxy in a proxy appointment of a Member is not filled in, the proxy of that Member is:
(i) the person specified by the Company in the form of proxy in the case that Member does not choose; or
(ii) if no person is so specified, the chair of that meeting.


35. Receipt of appointments
(a) An appointment of proxy or attorney for a meeting of Members is effective only if the Company receives the appointment (and any authority pursuant to which the appointment was signed or a certified copy of the authority) not less than 48 hours before the time appointed for the meeting to commence or (in the case of an adjourned meeting) resume.
(b) Where a notice of meeting specifies an electronic address or other electronic means by which a Member may give the Company a proxy appointment, a proxy given at that electronic address or by that other electronic means is taken to have been given by the Member and received by the Company if the requirements set out in the notice of meeting are complied with.

32. Restrictions on voting rights
(a) The authority of a proxy or attorney for a Member to speak or vote at a meeting of Members to which the authority relates is suspended while the Member is present in person at that meeting.
(b) A Meeting Member is not entitled to vote on any resolution, either personally or by proxy or attorney, if:
(i) the Meeting Member's Allocated Membership Status is "Associate", unless:
A. the Meeting Member was an Associate as at 30 June 1990; or
B. the Meeting Member successfully completed the Associate Program examination prescribed by the Board on or before 31 December 1990 and has complied with the requirements for admission or advancement as an Associate in accordance with the By-Laws in force on 30 June 1990;
(ii) the Meeting Member is an Honorary Member;
(iii) the Meeting Member's membership has been suspended and the Meeting Member has not been Reinstated to active membership; or
(iv) any Fee, Fine, or other amount due and payable to the Company in respect of that Meeting Member's membership of the Company has not been paid and is more than 3 months overdue.
(c) A Meeting Member is not entitled to vote on a resolution at a meeting of Members where that vote is prohibited by the Corporations Act or an order of a court of competent jurisdiction.
(d) The Company must disregard any vote on a resolution at a meeting of Members purported to be cast by a Meeting Member where that person is not entitled to vote on that resolution. A failure by the Company to disregard a vote on a resolution as required by this Article 32(d) does not invalidate that resolution or any act, matter or thing done at the meeting, unless that failure occurred by wilful default of the Company or of the chair of that meeting.


CORPORATIONS ACT 2001 - SECT 249O
Company giving notice of members' resolutions

(1) If a company has been given notice of a resolution under section 249N, the resolution is to be considered at the next general meeting that occurs more than 2 months after the notice is given.

(2) The company must give all its members notice of the resolution at the same time, or as soon as practicable afterwards, and in the same way, as it gives notice of a meeting.

(3) The company is responsible for the cost of giving members notice of the resolution if the company receives the notice in time to send it out to members with the notice of meeting.

(4) The members requesting the meeting are jointly and individually liable for the expenses reasonably incurred by the company in giving members notice of the resolution if the company does not receive the members' notice in time to send it out with the notice of meeting. At a general meeting, the company may resolve to meet the expenses itself.

(5) The company need not give notice of the resolution:

(a) if it is more than 1,000 words long or defamatory; or

(b) if the members making the request are to bear the expenses of sending the notice out--unless the members give the company a sum reasonably sufficient to meet the expenses that it will reasonably incur in giving the notice.

CORPORATIONS ACT 2001 - SECT 249P
Members' statements to be distributed

(1) Members may request a company to give to all its members a statement provided by the members making the request about:

(a) a resolution that is proposed to be moved at a general meeting; or

(b) any other matter that may be properly considered at a general meeting.

(2) The request must be made by:

(a) members with at least 5% of the votes that may be cast on the resolution; or

(b) at least 100 members who are entitled to vote at the meeting.

(2A) The regulations may prescribe a different number of members for the purposes of the application of paragraph (2)(b) to:

(a) a particular company; or

(b) a particular class of company.

Without limiting this, the regulations may specify the number as a percentage of the total number of members of the company.

(3) The request must be:

(a) in writing; and

(b) signed by the members making the request; and

(c) given to the company.

(4) Separate copies of a document setting out the request may be used for signing by members if the wording of the request is identical in each copy.

(5) The percentage of votes that members have is to be worked out as at the midnight before the request is given to the company.

(6) After receiving the request, the company must distribute to all its members a copy of the statement at the same time, or as soon as practicable afterwards, and in the same way, as it gives notice of a general meeting.

(7) The company is responsible for the cost of making the distribution if the company receives the statement in time to send it out to members with the notice of meeting.

(8) The members making the request are jointly and individually liable for the expenses reasonably incurred by the company in making the distribution if the company does not receive the statement in time to send it out with the notice of meeting. At a general meeting, the company may resolve to meet the expenses itself.

(9) The company need not comply with the request:

(a) if the statement is more than 1,000 words long or defamatory; or

(b) if the members making the request are responsible for the expenses of the distribution--unless the members give the company a sum reasonably sufficient to meet the expenses that it will reasonably incur in making the distribution.

CORPORATIONS ACT 2001 - SECT 249D
Calling of general meeting by directors when requested by members

(1) The directors of a company must call and arrange to hold a general meeting on the request of members with at least 5% of the votes that may be cast at the general meeting.

(2) The request must:

(a) be in writing; and

(b) state any resolution to be proposed at the meeting; and

(c) be signed by the members making the request; and

(d) be given to the company.

(3) Separate copies of a document setting out the request may be used for signing by members if the wording of the request is identical in each copy.

(4) The percentage of votes that members have is to be worked out as at the midnight before the request is given to the company.

(5) The directors must call the meeting within 21 days after the request is given to the company. The meeting is to be held not later than 2 months after the request is given to the company.

User avatar
GenYCPA
Posts: 55
Joined: Sun May 21, 2017 11:19 pm
Location: Brisbane
Contact:

Re: 2018 AGM and proxy voting - be careful when voting

Post by GenYCPA » Mon Feb 26, 2018 10:33 pm

I would encourage as many members who can make the trip to Melbourne to do so. If you cannot, the next best option would be to participate electronically - or at the very least vote electronically (there will be pressure applied to the board to ensure this is available).

In the event that you are unable or unwilling to attend, participate or vote I will more than willing to receive members proxies (especially Qld members). If you would like to appoint me as your proxy please connect with me on LinkedIn to discuss your position and how you would like your votes to be cast.

Before deciding on whether you want to appoint a proxy, make sure you read the following Articles in the CPA Constitution:
  • Article 28 - Authority of proxies and attorneys
  • Article 30 - Voting at meeting of members
  • Article 31 - Voting by representatives
  • Article 34 - Proxies
  • Article 35 - Receipt of appointments
Robert McDowall CPA | Partner | Arabon Accountants
CPA Australia Queensland Divisional Councillor

https://www.linkedin.com/in/robert-mcdowall/
Join the conversation on the CPA Members Group on LinkedIn https://www.linkedin.com/groups/103561

User avatar
nakedadmin
Site Admin
Posts: 653
Joined: Thu Mar 23, 2017 4:38 pm
Location: Iceland

Re: 2018 AGM and proxy voting - be careful when voting

Post by nakedadmin » Tue Feb 27, 2018 1:00 am

I really caution against an electronic vote. Not sure how reliable the technology is etc. It would be best to use a proxy.

There can be tricks with proxies and it would be best to appoint someone like Robert rather than the chair. I don't think there is any possibility to have this in the explanatory memos that go out with the resolutions unfortunately and I'm a bit worried that it plays into the hands of the board to have all the proxies with the Chair and it seems we cannot force a poll for the Chair of the AGM.

Robert, any chance you'll be able to get this message out to people in your division?
The Naked Webmaster

User avatar
Brett Stevenson
Posts: 450
Joined: Fri Mar 24, 2017 10:43 am

Re: 2018 AGM and proxy voting - be careful when voting

Post by Brett Stevenson » Tue Feb 27, 2018 6:41 am

I suggest we shouldn’t over complicate proxies. If you don’t attend then you can appoint anyone to be your proxy (they don’t have to be members). You just need to make sure that apptmt is notified to CPA two days before ( if same as last year).
When you appoint a proxy you can either instruct them on how to vote on each resolution or you can leave it up to them to decide for you.
Normally proxies are assigned to the Chair who normally makes clear how he will vote so no surprises there.
For me I’ll be attending and am happy to take anyone’s proxy, but if you are not attending just give it to someone you trust. Just make sure you notify CPA two days or so before.
Can’t do much until the notice of agm is sent out with the various resolutions etc which won’t be until late April I presume.
What you can do now is talk to disengaged members to take an interest and vote on this whether by proxy or not.

Post Reply