Special resolution to amend the rules of the association

Return to the AGM 2025

Purpose of the Special Meeting 2025

To present members with a vote on a Special Resolution for changes to Wikimedia Australia’s Rules of Association.

Proposal:

That Wikimedia Australia Inc adopt the Model Rules of Association (2023) issued by Consumer Affairs Victoria (CAV) as the Rules of Association for the organisation, with the exception that the term of office for Committee (Board) members shall remain at two (2) years, as provided in the current Rules of Association. A previous amendment in Rule 9(2)(aa) will also be retained to support membership administration.

Explanatory Note for members

Under the Associations Incorporation Reform Act 2012 (Vic), incorporated associations may choose to adopt the Consumer Affairs Victoria (CAV) Model Rules as their governing document. The current Rules of Association for Wikimedia Australia Inc were voted for by members prior to the 2023 update of the CAV Model Rules.

Aligning WMAU with the updated CAV Model Rules of Association (2023) will:

• Ensure Wikimedia Australia complies with current legislative requirements.
• Simplify governance by adopting a standardised, legally compliant framework.
• Reduce administrative burden and the risk of inconsistencies between our Rules and the Act.

However, WMAU members have previously agreed that Board members should serve for a term of two years, to provide continuity and stability in governance. The CAV Model Rules provide for one-year terms, so Wikimedia Australia Inc will retain its existing two-year term for Board members.

A previous amendment in Rule 9(2)(aa) will also be retained to support membership administration.

This Special Resolution, if passed by at least 75% of voting members, will replace WMAU’s existing Rules of Association with the updated CAV Model Rules (2023), incorporating the two year amendment to Board members terms, and membership administration.

Three proposed changes

A) Retain Rule 9(2)(aa) Application for membership

Previous amendment in Rule 9(2)(aa) will be retained to support membership administration.

Rule 9   Application for membership

                   (1)  To apply to become a member of the Association, a person must submit a written application to a committee member stating that the person—

                             (a)  wishes to become a member of the Association; and

                             (b)  supports the purposes of the Association; and

                              (c)  agrees to comply with these Rules.

                   (2)  The application—

(aa) must include the name, address and email address of the applicant; and

                             (a)  must be signed by the applicant; and

                             (b)  may be accompanied by the joining fee.

B) Replacement Clause for Term of Office

Current CAV Model Rules (2023) wording for Rule 55 Term of office:

1. Subject to subrule (3) and rule 56, a committee member holds office until the positions of the Committee are declared vacant at the next annual general meeting.
2. A committee member may be re-elected.
3. A general meeting of the Association may— (a)  by special resolution remove a committee member from office; and (b)  elect an eligible member of the Association to fill the vacant position in accordance with this Division.
4. A member who is the subject of a proposed special resolution under subrule (3)(a) may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the members of the Association.
5. The Secretary or the President may give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting at which the special resolution is to be proposed.

Proposed Wikimedia Australia Rule 55 Term of office (to retain 2 year terms):

1. Subject to subrule (3) and rule 56: (a) a committee member elected at an annual general meeting holds office until the end of the second annual general meeting after the committee member’s election; (b) the President and Secretary elected at the first annual general meeting under these rules holds office only until the end of the next annual general meeting.
2. Subject to subrule (6), any member of the Committee may be re-elected.
3. A general meeting of the Association may— (a)  by special resolution remove a committee member from office; and (b)  elect an eligible member of the Association to fill the vacant position in accordance with this Division.
4. A member who is the subject of a proposed special resolution under subrule (3)(a) may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the members of the Association.
5. The Secretary or the President may give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting at which the special resolution is to be proposed.
6. A committee member may serve for up to 4 terms of office (consecutively or non-consecutively), and then, after a gap of at least one term of office, for no more than a further 4 terms of office (consecutively or non-consecutively).

C) Changing the term ‘Committee’ to ‘Board’ in every instance.

We have been using the term 'Board' whilst the Rules state 'Committee'. This change will update the terminology.