Meeting:2011 SGM/Minutes

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Wikimedia Australia Inc. Special General Meeting

A Special General Meeting of Wikimedia Australia Inc. was held on Saturday, 2011-04-16 commencing at 14:00 hours AEST [Log 14:09:00] and the meeting closed at 16:00 hours AEST [Log 16:00:40]. The Special General Meeting was convened by the Committee.

The scope of the meeting was to vacate and fill the Secretary's position; table any Proposals that required a vote from the membership; and allow members an opportunity to change their organisation prior to membership renewals.

A notice to call the Special General Meeting was sent to members on 2011-03-25 advising that the meeting was to be conducted by teleconferencing and commencing at 14:00 hours until 16:00 hours AEST.


Attendance

Members were encouraged to organise a regional special general meeting in order to teleconference venues across the country.

Melbourne
Lyle Allan
Anne Frazer
Brian Salter-Duke
Brisbane
Craig Franklin
John Vandenberg (Chair)
Lloyd Nguyen
IRC - registered voters
Charles Gregory (in Tasmania)
Adam Jenkins (Adelaide)
Peter Jeremy (NSW)
Andrew Owens (Perth)
Liam Wyatt (Sydney)
Jutta von Dincklage (Sydney)
Phone links
none
Proxies
Michael Billington (Melbourne) - appoints Brian Salter-Duke
Michelle Gallaway (Victoria) - appoints Brian Salter-Duke
Pru Mitchell (Adelaide) - appoints Adam Jenkins
Tony Souter (Sydney; attended as an IRC observer) - appoints John Vandenberg
Laura Hale (Canberra; attended as an IRC observer) - appoints John Vandenberg
Leigh Blackall (Canberra) - appoints John Vandenberg
Nathan Carter (NSW) - appoints John Vandenberg
Total voting members
19
Non-voting observers in attendance via IRC
Graham Pearce (Perth; member)
Mark Dilley (USA; non-member)
Apologies
Kerry Raymond
Michael Billington
Pru Mitchell
Michelle Gallaway
Nathan Carter
Leigh Blackall

Reports

Membership Report

The membership report shows the State and Territory distribution for years 2008 through to 2011 (April) indicating a gradually steady annual increase in membership numbers. It highlights the gender distribution favouring male members and in 2011 indicates a 2% increase of female members to 14%. List participation is generally strong. http://www.wikimedia.org.au/wiki/Meeting:2011__SGM/Membership_report

Office of secretary

Discussion: To vacate the office of Secretary and appoint another member, in accordance with Rule 30(1).

Rule consulted: http://www.wikimedia.org.au/wiki/Rules#30._Removal_of_committee_member

Several attempts to contact the Secretary have been made including contact by registered mail. To-date there has been no reply. The office of secretary has not been fulfilled since September 2010.

The Chair indicated support for Anne Frazer's capabilities and that she has indicated a commitment to undertake the tasks involved in the position.

The Committee expressed their appreciation for the work done by Sarah Ewart in her role as Secretary during the formative years of the organisation and expressed thanks for her time and dedication throughout these years.

Special resolution: "That Sarah Ewart be removed from the Committee as at 16 April 2011, in accordance with Rule 30(1) of the Association, and that Anne Frazer be appointed to the Committee and to the role of Secretary."

Moved
Peter Jeremy
Seconded
Andrew Owens
Support
Lyle Allan, Jutta von Dincklage, Craig Franklin, Charles Gregory, Adam Jenkins, Lloyd Nguyen, Brian Salter-Duke, John Vandenberg, Liam Wyatt, four proxies from Brisbane, two proxies from Melbourne.
Oppose 
none
Abstain 
one
Total: 17/18

The Chair declared the special resolution carried. [Log 14:42:04]


Rule amendments

Discussion
The committee put foward three sets of rule amendments deemed necessary to bring the organisation into line with current practice.

http://www.wikimedia.org.au/wiki/Meeting:2011_SGM/Rule_amendments


Membership application form

Discussion
The membership application rule requires that applicants fill in the form in Appendix 1 of the model rules. This form requires (a) that two existing members nominate the application, and (b) that those two members assert that the applicant is "personally known" to them. It has not been the practice to implement these requirements as stated therefore the amendment is intended to bring the application form in line with current practice.

http://www.consumer.vic.gov.au/CA256902000FE154/Lookup/CAV_Publications_Associations/$file/Association_Model_Rules.pdf (p 19)

Special resolution
that the Rules be amended as follows:
  1. 4(3) Replace : (a) be made in writing in the form set out in Appendix 1 ; and with (a) include the name and address of the applicant; and (b) bind the successful applicant to the rules of the Association; and
  2. 4(3)(b) to be renumbered to 4(3)(c)
  3. Remove Appendix 1.
Moved
John Vandenberg
Seconded
Andrew Owens
Support
Lyle Allan, Jutta von Dincklage, Craig Franklin, Anne Frazer, Charles Gregory, Adam Jenkins, Peter Jeremy, Lloyd Nguyen, Brian Salter-Duke, Liam Wyatt, four proxies from Brisbane, two proxies from Melbourne, and one implicit proxy from Adelaide
Oppose
none
Abstain
none
Total: 19/19

The chair declared the special resolution carried.[Log 15:05:19]

Electronic voting

Discussion
The election of the officers and ordinary members of the committee has by custom been conducted by voting prior to the annual general meeting and this amendment is intended to bring the committee election in line with current practice. The amendment allows for two types of voting, postal and electronic, and the ballot taking place prior to the annual general meeting not during the annual general meeting.
Special resolution
that the Rules be amended as follows:
  1. 23(6) Append: , either (a) at the annual general meeting, or (b) via electronic voting prior to the annual general meeting, with the software source code available to the public 28 days before the ballot opens.
Moved
John Vandenberg
Seconded
Brian Salter-Duke
Support
Lyle Allan, Jutta von Dincklage, Craig Franklin, Anne Frazer, Charles Gregory, Adam Jenkins, Peter Jeremy, Lloyd Nguyen, Andrew Owens, Liam Wyatt, four proxies from Brisbane, two proxies from Melbourne, and one proxy from Adelaide
Oppose
none
Abstain
none
Total: 19/19

The chair declared the special resolution carried.[Log 15:31:32]

Committee member inactivity

Discussion
In the event that a committee member is unable to meet the requirements of the role, the committee needs to fill the role either temporarily or permanently.
Special resolution
that the Rules be amended as follows:
  1. 21 and 22: replace casual vacancy with casual vacancy, as specified in rule 24,
  2. 24: append: (d) fails to attend three consecutive scheduled committee meetings without leave.
Moved
John Vandenberg
Seconded
Andrew Owens
Support
Lyle Allan, Jutta von Dincklage, Craig Franklin, Anne Frazer, Adam Jenkins, Peter Jeremy, Lloyd Nguyen, Brian Salter-Duke, Liam Wyatt, four proxies from Brisbane, two proxies from Melbourne, and one proxy from Adelaide
Oppose
none
Abstain
none
Not Present
Charles Gregory
Total: 18/18

The chair declared the special resolution carried.[Log 15:34:55]

Proposals

Proposal: Classical music scholarships

Discussion
The proposal is to grant two classical music scholarships at $6,000 each and to continue negotiations along the lines of creating two scholarships with the terms of a contract being subject to final agreement by the membership.
Motion
That there is in-principle agreement to the concept of allocating $12,000 to the classical music scholarships proposal.
Moved
John Vandenberg
Seconded
Brian Salter-Duke
Support
Lyle Allan, Jutta von Dincklage, Craig Franklin, Anne Frazer, Charles Gregory, Adam Jenkins, Peter Jeremy, four proxies from Brisbane, one proxy from Melbourne, and one proxy from Adelaide
Oppose
Lloyd Nguyen, Andrew Owens
Abstain
one proxy from Melbourne
Not Present
Liam Wyatt
Total: 15/18

The Chair declared the motion carried. [Log 15:55:26]

End of meeting

The chair declared the meeting closed at 16:00 AEST. [Log 16:00:40]