Rowing Victoria Inc - Notice of 140th Annual General Meeting

Notice is given of the 140th Annual General Meeting (2016) to be held at 10am Sunday 9th October 2016 at Power House Rowing Club, 164 Alexander Ave, Toorak.

To view the Rowing Victoria 2015-2016 Annual Report CLICK HERE

In accordance with the Constitution, the ordinary business of the Annual General Meeting shall be:

(a) to confirm the minutes of the previous Annual General Meeting;

(b) to receive from the Board reports on the activities of RV during the preceding financial year, and

(c) to receive and note reports on the financial affairs of RV during the previous financial year and approve the statement on financial and associated matters required to be submitted by RV in accordance with section 30(3) of the Act.

(d) to approve the Annual Report of RV;

(e) elect directors and officers of RV other than the CEO;

(f) to consider any other matters required by these provisions or the rules of RV to be dealt with at an annual general meeting; and

(g) to discuss and provide advice to the Board on any matters affecting the promotion, management and control of rowing.

Election of Directors

Subject to clause 47 of the Constitution, two Directors will be elected at the 2016 Annual General Meeting and will be appointed for terms detailed in that clause.

The current incumbents in these positions are:

Tom Wood, & Joseph Joyce

Nominations of candidates for election as Directors must be:

(a) made in writing, signed by two registered members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the nomination form); and

(b) delivered to the CEO of RV not less than 21 days before the date fixed for the holding of the annual general meeting.

Ordinary business

The ordinary business of the Association is governed by the Associations Incorporation Reform Act 2012 and our constitution. No further comment on the ordinary business of the meeting need be made other than the details of those nominating for election to the Board will be circulated to members separately and the annual report incorporating the annual financial statements will be posted on the RV website shortly and before the 21 day cut off for the meeting. Printed copies of the annual report will be available at the AGM.

Special Business

The Board has proposed the following special business which requires a majority of 75% of those present and voting to be approved.

1. That Rowing School Victoria become an Associate Member of Rowing Victoria, and

• Explanatory Paper on Page 3

2. The membership accept the proposed changes to the Constitution

• Constitutional update summary Page 4  and marked up changes attached separately

By Order of the Board

Nick Gall

Chief Executive Officer

14 September 2016

Overview:

Sue Chapman-Popa has filled out an application for Rowing School Victoria (RSV) to become a registered member of Rowing Victoria.

Qualification for Membership (RV Constitution – page 5):

Part 2 Membership

5. Application for Membership

A club or school or other organization may apply to the CEO for membership of RV.

1. Applications must be submitted in writing on a form approved by RV and include:
   1. in the case of clubs or associate members, the names of the office bearers and members of the club and a copy of the constitution of the club;
   2. in the case of schools, the name of the person in charge of rowing administration at the school and the endorsement of the principal.

2. The CEO shall submit applications for membership to the Board for approval as soon as practicable following their receipt.
3. If the Board approves an application for membership, the CEO must, as soon as practicable:
   1. notify the applicant in writing of the approval for membership; and
   2. request payment of membership fees; and
   3. enter the applicant’s name in the register of members.

4. An applicant for membership becomes a member and is entitled to exercise the rights of membership when the application is approved by the Board and membership fees have been received by the CEO.
5. If the Board rejects an application, the CEO must, as soon as practicable, notify the applicant in writing that the application has been rejected.
6. Associate members include:
   1. incorporated regatta associations which organize regattas held under the auspices and with the approval of RV; and
   2. any other category of member as determined by special resolution at a general meeting.

An associate member cannot vote but may have other rights as determined by the Board or by resolution at a general meeting.

Details & Background:

RSV has applied for membership in the past but has been refused by Rowing Victoria Board due to the entity being a commercial operation.

Circumstances have now changed for the following reasons;

1. Maritime Safety requires all participants in rowing to be a member of Rowing Victoria and all entities must have submitted a Safety Management Plan in order to get an exemption from wearing a lifejacket
2. If an incident occurred with RSV, Rowing Victoria would be accountable for this
3. RSV’s contribution to beginner rowing aligns with Rowing Victoria’s strategic plan, and
4. RSV could open opportunities to get funding for a range of diversity and sporting schools programs.

Recommendation:

The RV Membership approve RSV as an Associate Member under 5.6.b of the RV Constitution

Overview:

A number of changes are proposed to the Constitution of Rowing Victoria at the 2016 AGM.  A copy of the Constitution with these marked up and accompanied by comments is attached.

Many of the changes are minor corrections (incorrect internal references for example) and are self-explanatory.

A further set of changes are intended to remove ambiguity.  One of the quirks of Rowing Victoria is that its “members” are all clubs, schools or associations.  Real people are not members of RV, they are either Life Members or registered members of clubs, schools or associations.  This distinction has caused some confusion when parts of the constitution are read in isolation, and these changes attempt to remove some of the potential for confusion.

Some changes are proposed to tie the sections together to add clarity.  For example, under section 5 (6) Associate Members are defined and it is noted that they do not have voting rights, so this has been reflected in Section 30 – Participation in General Meetings.

Definitions have been tightened in two instances.  “Authorised Representative” has been changed to mean the delegate of a club, deleting president and treasurer.  This is to reduce confusion as to where notices should be sent and simplify record keeping and updating.  Clubs can still nominate any registered member as their delegate or can appoint a proxy for any general meeting.

The second change in Definitions has been made to clarify the meaning of “member”.  When the Constitution was last amended (in 2013) a clause was added to include “an associate member registered with RV as a member as at 29^th September 2013 and who continues to be registered with RV”.  This clause has subsequently been read as limiting all membership of clubs, schools and associations to those registered at September 2013, which is not a correct reading, but understandable.  This change removes the date and the conflict with Section 5 (Application for Membership) which empowers the Board to approve applications for membership at any time.

The RV financial year is July to June.  Rowers must be registered members in order to comply with the requirements of the Safety Management Plans mandated by Transport Safety, or wear PFDs while rowing.  Changing the date by which clubs and schools must provide their current membership lists to RV from April to June allows RV to maintain currency for registered members.

Clause 10 provides that a general meeting may (emphasis added) determine fees for the subsequent financial year.  The intent of this clause has always been to provide for increases in fees when required, and the clause has been read this way and fees have remained the same from year to year unless a General Meeting determined an increase.  This clause is modified to make clear that fees will remain the same unless an increase is sought.

One of the obligations of members is to provide RV each year with a copy of their constitutions.  It is doubtful that many have complied with this requirement, and it has been removed from Section 12.

One issue that has been controversial for some time is the requirement for four general meetings per year (three “general” and the AGM).  Proposals to reduce this to two meetings have failed.  However, it has often been difficult to convince members to attend general meetings in sufficient numbers to gain a quorum and the provision that in this case the meeting must be adjourned to the following week has caused inconvenience to those who do wish to attend.  The proposed change is to align the quorum requirements for general meetings (not the AGM) with the requirements for meetings “convened upon the request of members”.  This means that if a quorum is not gained, the meeting is dissolved, although of course the attendees can still utilise the time to discuss and consider issues – the meeting simply does not have the powers of a general meeting, and does not have to be reconvened on one week’s time.

Recommendation:

The RV Membership approve the Constitutional Changes