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The deadline for Member's resolutions is 21st March

Posted: Mon Feb 05, 2018 11:21 pm
by GenYCPA
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. This means the due date for providing CPA Australia with resolutions is 21st March 2018. Presumably we could provide them anytime between 21st March and 1st May (due date for notice to be sent out) but there would be nothing that requires it to be included at the AGM.

The notice must:
  • be in writing; and:
  • set out the wording of the proposed resolution; and
  • be signed by at least 100 members proposing to move the resolution.
100 or more members may also request CPA Australia give all its members a statement (less than 1,000 words) provided by the members making the request about:
  • a resolution that is proposed to be moved at a general meeting; or
  • any other matter that may be properly considered at a general meeting.
I read that as a seperate statement for each resolution being put forward plus another general statement (if desirable).

On the 15th December the Board of CPA Australia announced an issues paper which is due to be released in early February. My understanding from the announcement is that the issues paper will focus only on those recommendations identified in the Final Report of the IRP. My preference is for CPA Australia to put officially put forward all the motions following consultation with members over the upcoming roadshow. However I believe there are a number of other issues not identified in the IRP which should be discussed so I have put together this paper to stimulate debate and inspire constructive engagement.

CPA Australia Discussion Paper.pdf
(936.25 KiB) Downloaded 39 times

You can view it online at https://www.linkedin.com/pulse/cpa-aust ... -mcdowall/ or join the LinkedIn discussion at https://www.linkedin.com/groups/103561/ ... 2643289090

I have reread the Board response to the Final Report recommendations. As far as I can gather, the issues paper will touch on any recommendations that require changes to the Constitution, By-Laws and Charters. Here is the list of what I think may be included:
  • Board Compostition
  • Rep Council composition
  • NRC composition
  • Nomination practices
  • Directors' terms
  • President's term
  • Skill matrix and PD
  • In-camera sessions
  • Subsidiary remuneration
  • KMP remuneration
  • Council of Presidents
  • Code of conduct
What other issues would you like to see discussed between now and the notice for the AGM being sent? Jen Dalitz has already raised members meetings. Others have already suggested the Objectives of CPA Australia or supplementing a directors skills matrix with a character/values based matrix.

12+ topics/issues to be discussed in detail over the next 12 weeks. We better get going!

Re: The deadline for Member's resolutions is 21st March

Posted: Tue Feb 06, 2018 1:21 pm
by Magnet
Great report GenYCPA!

Really says all the things that the real members want to see from the new Board!

Re: The deadline for Member's resolutions is 21st March

Posted: Tue Feb 06, 2018 3:53 pm
by The Nude CPA
Magnet wrote:
Tue Feb 06, 2018 1:21 pm
Great report GenYCPA!

Really says all the things that the real members want to see from the new Board!
Agreed!

Re: The deadline for Member's resolutions is 21st March

Posted: Wed Feb 07, 2018 1:11 pm
by Stomper
BRAVO GenYCPA - excellent paper!

My only suggestion would be to include a section on improving director and board engagement with members.

For example, that questions to the board from members should be made available, together with the response and that a schedule be maintained detailing the response times. Note, I am still awaiting a reply to my request questioning whether any director or executive was still receiving payment from CPA Advise.

Re: The deadline for Member's resolutions is 21st March

Posted: Fri Feb 09, 2018 2:42 pm
by JWheldon
https://www.cpaaustralia.com.au/about-u ... l-meetings

Message from CPA Austraila

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 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.

Re: The deadline for Member's resolutions is 21st March

Posted: Fri Feb 09, 2018 4:08 pm
by Red_Ferrari
JWheldon wrote:
Fri Feb 09, 2018 2:42 pm
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 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.

Who will determine what's "valid", what's "not defamatory" and what's "within the competency of members"? These dudes in Melbourne will spend membership's money requesting legal advice to find any reason to knock back whatever's put forward .. and what recourse do we have if they determine the request is "not valid"? Who's got the time and money to fight them in court.

I have zero confidence in them doing the right thing. They will continue to ignore us and stonewall. I hope they're booted out at the AGM.

Re: The deadline for Member's resolutions is 21st March

Posted: Fri Feb 09, 2018 4:50 pm
by GenYCPA
I've already been contacted by the general counsel at CPA Australia offering any support I may require of him, his team or the company secretary in drafting proposed resolutions. It was indicated that they are willing to assist with any resolutions I want to put forward including the actual drafting and feedback on the explanatory memorandum to ensure it meets criteria set out in the Corporations Act. I'm happy to discuss with anybody who is looking to craft resolutions or is suggesting resolutions.

https://www.cpaaustralia.com.au/about-u ... l-meetings

I think the main issue they are concerned about is whether or not the resolution is an allowable power within the constitution and Corporations Act. For instance, members have the power to change the constitution but we don't have the power to compel/direct management. This makes sense in so far that Directors can be personally liable for their actions.

Re: The deadline for Member's resolutions is 21st March

Posted: Fri Feb 09, 2018 9:26 pm
by Brett Stevenson
Perhaps Robert you might like to get our acting CEO Adam Awty to peruse our resolutions for his okay?
I wonder if you ever asked what role the General Counsel had in drafting all the legal documents over the last few years to make sure all kosher?
Maybe ask him for his thoughts on how to interpret s202B and then how they got it wrong by over $1.2 million.
Maybe you might like us to run our resolutions past the Divisional Presidents to get their okay?
I wonder who will censor our resolutions to determine their appropriateness?
Oh yes, I know just wanting to assist.
Hopefully someone in your divisional council has asked some more serious questions about the mooted government changes where the members cannot directly vote for directors? Where the President becomes the kingmaker as Chairman of the Board, the Appointments council and potentially the Nominations Committee and the Remuneration Committee.
Hopefully someone has asked how is it that the membership can be so totally disenfranchised and have no say whatsoever with the board.
Maybe someone should ask how it is that we have had a skills based board selection process in place already and yet we have had such a pathetic board. You should read the annual report and look at the skills based selection matrix. It is just beautiful yet look at what it served us up.
Perhaps Robert someone needs to ask how is it that the same governance structure is just being dressed up yet we have already had ten years to show it has been a major failure.
But of course don’t let those pesky members ever be allowed to vote directly for the board. Now that would be just the worst thing eh?
Do you think the general counsel might approve of my using the words ‘scandalous leadership’ or ‘selfish remuneration levels’ in the memorandum.
And perhaps finally do you think anyone is asking how it is that the divisional councillors, especially the Presidents have been able to be so silent for so long yet now are rewarded so handsomely.
Oh, I did forget have you even considered why the direct voting by members for directors would be terrible but that it is okay for them to directly vote for divisional councillors - you should have a quick look at the ten or so reasons provided and they are basically crap. But there you go, that is what you get for eminence and well connected ness, and a swag of money eh?

Re: The deadline for Member's resolutions is 21st March

Posted: Fri Feb 09, 2018 9:37 pm
by nakedadmin
Brett Stevenson wrote:
Fri Feb 09, 2018 9:26 pm
Maybe ask him for his thoughts on how to interpret s202B and then how they got it wrong by over $1.2 million.
And it's still not right.

Re: The deadline for Member's resolutions is 21st March

Posted: Fri Feb 09, 2018 9:46 pm
by Brett Stevenson
Maybe you send them a definition of the word Naked Administrator.
Right, correct, accurate, true and fair.
Actually when you think about it you could almost send them a whole booklet of words for them to learn starting with integrity, full,disclosure, transparency, openness.
I think they still struggle with basic concepts. I mean to st even our new President couldn’t help himself today by starting off with a bit of a porky pie saying the reasons for the Independent Review was to ‘adopt a more modern and balanced set of governance arrangements’.
And here I was stupidly thinking the Independent Review was called to look into the various issues that have been exposed and their impact on CPA Australia.