RGSQ Annual General Meeting

2019 Annual General Meeting of The Royal Geographical Society of Queensland Inc will be held at RGSQ headquarters - "Gregory Place', Level 1, 28 Fortescue St, Sprig Hill

Introduction

There are a couple of characteristics applying to conduct of the 2019 AGM that differ from recent years. As at the date of issue of this Notice:

• (a)    the (new) Constitution approved by members at the Special General Meeting on 7^th May 2019 as part of transfer of the Society’s incorporation to a company limited by guarantee (CLG), has not yet been registered by ASIC. Accordingly, the AGM will be held under the rules of the current constitution.
• (b)    No nominations have been submitted by members for election to the positions of President or Vice President.
• The Society’s current President, Dr. Iraphne Childs, has served the two (2) year term limit specified in the current constitution, and is ineligible to nominate for re-election as President at this AGM.

Included in the business to be considered at the AGM is a proposed Special Resolution dealing with adoption of a couple of specific clauses in the new constitution approved on 7^th May 2019, which will provide a mechanism for filling the important positions not (currently) covered by nominations ((b) above). This is more fully explained in the Explanatory Notes below which form part of this Notice of Meeting. 

The business to be transacted at the meeting is:

(i)       to receive the Council’s Report and the Statement of Income and Expenditure, Assets and Liabilities of the Society for the year 1^st July 2018 – 30^th June 2019.

(ii)      to receive the Auditor’s Report in respect of the year 1^st July 2018 – 30^th June 2019.

(iii)    to appoint the Auditor in respect of the year 1^st July 2019 – 30^th June 2020.

(iv)    to consider, and if thought fit, pass the following Special Resolution:

        ‘that Clauses 40.1(c), 40.1(e) and 40.2 of the constitution approved by members on 7^th May 2019 be adopted for application to decisions relating to item (v).

This Special Resolution requires support of not less than 75% of members voting.

(v)               to elect members of the Council.

Explanatory Notes

Business items (i) – (iii)

Material supporting these items (Council’s Report and the Financial Reports, including the Auditor’s Report) will be available for those attending the meeting, and will be added to the Society’s web site following the meeting. The Reports will also be available to Members several days prior to the meeting.

Business item (iv)    Special Resolution

The complete text of the clauses of the (new) constitution which are the subject this Special Resolution:

• -         Clause 40.1(c) (which sets a four (4) year limit on a President’s term);
• -         Clause 40.1(e) (which provides for a President to be appointed by the council where there is no nomination for election at an AGM), and
• -         Clause 40.2(a) (which provides for the Vice President, Treasurer and Secretary to be appointed by the Council)

is shown at the end of this Explanatory Note.

As a part of the (new) constitution approved by members on 7^th May 2019, these clauses will come into full effect on completion of the process of transfer of the Society’s incorporation to a CLG. However, it is not known when this will occur.

Adoption of these clauses at the AGM will provide a mechanism for the Council to finalise appointments to positions not filled through election, shortly after the AGM. The alternative of waiting until the incorporation transfer process is completed, given the timing uncertainty, and operating the Society with key positions unfilled, is not considered by the Council to be appropriate.

Irrespective of at what point the Council exercises its powers under Clauses 40.1(e) and 40.2 of the (new) constitution, all elected councillors (subject to consent) may be candidates for appointment to vacant positions, including President. This includes the current President who, whilst not entitled to nominate for election as President at this AGM, and subject to being elected as a councillor, is eligible to be considered for appointment as President under Clause 40.1(c), as set out in the Special Resolution.

If nominations for election as President and Vice President are received before the meeting, and subject to nominees being elected at the meeting, those Clauses of the new constitution referred to in the Special Resolution will not become operative until completion of the transfer of incorporation of the Society to a CLG.

Business item (v)  Election of Members of the Council.

Under both the current and new constitutions, all Councillors retire from office each year, and a new Council is elected by members.  Any member, including those currently serving as Councillors, may nominate (and be seconded) for election as a Councillor, and nominations can be lodged at any time up to the commencement of the meeting. The functions of a Councillor are set out in a document ‘Role Description – Councillors’, has been provided to nominees, and can be obtained from the RGSQ Business Manager, or any current Councillor.

Members currently serving as Councillors who have re-nominated for election to the Council for 2020:

Iraphne Childs                                       

Christopher Spriggs (Treasurer)

Leo Scanlan                                                 

Margaret McIvor (Secretary)

John Tasker

Other members who have nominated for election to the Council for 2020:

Ian Harding; Annie Lau; Kath Berg; Daphne Stephens             Pamela Tonkin; Jonathan Corcoran; Patrick Moss

Issued by Order of the Council

Date 20/08/2019

Full text of clauses of the (new) constitution referred to in Special Resolution-Business item (iv)

Clause 40.1(c)   No member shall serve more than four (4) consecutive one-year terms as President. Where a member has served a four (4) consecutive year term as President, that member is ineligible for election as President until a period of 12 months has lapsed since conclusion of the previous four (4) year term.

Clause 40.1(e)   Where no member nominates for election as President or where no member is elected as President, the Council will at the meeting of the Council first held after the annual General Meeting at which the election of the Councillors and President was last considered and subject to the consent of the Councillor concerned, appoint a Councillor as President. A Councillor appointed President under this clause shall, subject to clause 40.2(c) (but excluding referenced to clause 40.2(a) in that clause) retain the office of President until the following annual General Meeting.

Clause 40.2(a) The Councillors will, at the meeting of Councillors first held after an annual General Meeting, and subject to the consent of the Councillors concerned, appoint Councillors to the office bearer positions of:

• (i)                Vice President
• (ii)               Treasurer
• (iii)              Secretary