Notice of Extraordinary General Meeting

The Board of Directors of Sydney Gay & Lesbian Mardi Gras Limited (SGLMG) have requested an Extraordinary General Meeting (EGM), to present motions to the members regarding a proposed change to the Company’s Constitution and a change to the Mardi Gras Arts Ltd (MGA) constitution.

Only current members of the Company are entitled to vote at the EGM pursuant to the terms of the Constitution.

Manner in which meeting required to be convened: Requisition by the Board

Business to be transacted: To consider the following motions proposed by the SGLMG Board:

SPECIAL RESOLUTION 1:

That the Constitution be changed so that the name Sydney Gay and Lesbian Mardi Gras is used consistently throughout. Specifically that:

a)    The text “Sydney Gay & Lesbian Mardi Gras” is changed to “Sydney Gay and Lesbian Mardi Gras” where it occurs (51 times, including the schedules)
b)    The text “SGLMG” is changed to “Sydney Gay and Lesbian Mardi Gras” where it occurs
(4 times)
c)    The text “New Mardi Gras” is changed to  “Sydney Gay and Lesbian Mardi Gras” in Clause 20.3(k).

SPECIAL RESOLUTION 2:

That Article 2.2 be deleted and replaced with the following new article: 

2.2    The assets and income of the company shall be applied solely in furtherance of the objectives outlined in Article 2.1.

SPECIAL RESOLUTION 3:

That Article 7.1 be modified such that the text “, present in person or by proxy” be deleted and the text “, present in person or by proxy,” be inserted before “is the lesser of”.

SPECIAL RESOLUTION 4:

That the following changes be made to Chapter 8 of the Constitution:

Article 8.4 shall be deleted and replaced with the following new article:

8.4    2015 Annual General Meeting
(a)    At the 2015 Annual General Meeting up to four (4) directors who were appointed at the 2014 Annual General Meeting shall retire.
(b)    Any director appointed subsequent to the 2014 Annual General Meeting and before the 2015 Annual General Meeting to fill a vacancy shall retire at the 2015 Annual General Meeting.
(c)    Any director who indicates, in writing, that they wish to retire at the 2015 Annual General Meeting shall retire at the 2015 Annual General Meeting.
(d)    The balance of the four (4) directors who shall retire shall be determined by lot, as soon as practicable, but, in any event, no later than 21 days prior to the requisition of the 2015 Annual General Meeting.
(e)    Any lot shall be conducted by an independent person nominated by the independent members of the Governance Committee. 
(f)    The lot shall be conducted in the presence of the Board of directors, who shall be able to observe, but not participate in the lot.
(g)    The term of the directors elected in 2015 shall expire at the 2017 Annual General Meeting. 
(h)    In the event that article 8.4 (a), (b) and (c) results in more than 4 directors being required to retire at the 2015 Annual General Meeting a lot shall be conducted after the 2015 Annual General Meeting to determine which directors shall only serve a one year term, in order to ensure that the number of directors who shall retire at the 2016 Annual General Meeting shall be 4.

The following articles shall be inserted after Article 8.4:

8.5    The remaining directors appointed at the 2014 Annual General Meeting shall retire at the 2016 Annual General Meeting.

8.6    After 2015, directors elected at any even year Annual General Meetings shall retire at the subsequent even year Annual General Meeting. 

8.7    After 2015, directors elected at any odd year Annual General Meetings shall retire at the subsequent odd year Annual General Meeting.

8.8    A retiring director may stand for re-election to the Board.

8.9    The commitment from directors is for a two (2) year term but not withstanding anything in the Constitution a director may resign from the board at any time and not seek re-election.

Article 8.5 shall be renumbered as 8.10

Article 8.6 shall be renumbered as 8.11

Article 8.7 shall be renumbered as 8.12

Article 8.8 shall be renumbered as 8.13

Article 8.13 shall be deleted and replaced with the following new article:

8.13    The directors may at any time appoint any member to be a director to fill a vacancy on the Board. Any director so appointed holds office only until the Annual General Meeting at which the director who created the vacancy would have been required to retire, and is then eligible to seek re-election.

Article 8.9 shall be renumbered as 8.14

Article 8.10 shall be renumbered as 8.15

SPECIAL RESOLUTION 5:

That Article 4.1 be deleted and replaced with the following new article: 

4.1    The following procedure shall be followed in respect of the admission of any person or organisation (in this Chapter referred to as the “Applicant") to membership of Sydney Gay & Lesbian Mardi Gras, namely:

(a)    The Applicant must complete an application (in this Chapter referred to as the “Application") that may include a signature, electronic or otherwise, or other such means of identification, where the Application is in the form prescribed from time to time by the Board;
(b)    The Applicant must agree to support the aims and the objectives of Sydney Gay and Lesbian Mardi Gras as set out in this Constitution. It shall be sufficient compliance for the purposes of this article if the Applicant signs, by electronic or other means, a statement, or provides some other indication to acknowledge their support of the objectives, in such manner as the Board may from time to time determine.

GENERAL RESOLUTION 6:

That the members of Sydney Gay & Lesbian Mardi Gras Limited approve changes to the Constitution of Mardi Gras Arts Ltd so that the names Mardi Gras Arts and Sydney Gay and Lesbian Mardi Gras are used consistently throughout. Specifically that:

a)    the text “Mardi Gras Operation's” be replaced with “Mardi Gras Arts” in Article 5.16;
b)    the text “Mardi Gras Arts Ltd” be replaced with “Mardi Gras Arts” in Article 7.3; and
c)    the text “Sydney Gay and Lesbian Mardi Gras Ltd” be replaced with “Sydney Gay and Lesbian Mardi Gras” in Article 7.3; and
d)    the text “Sydney Gay and Lesbian Mardi Gras” be replaced with “Mardi Gras Arts” in the notation appearing immediately after Article 15.3.

GENERAL RESOLUTION 7:

That the members of Sydney Gay & Lesbian Mardi Gras Limited approve changes to the Constitution of Mardi Gras Arts Ltd so that the notations reflect their intended meaning. Specifically that:

a)    the word “proscribe” be replaced with “prescribe” in the notation appearing immediately after Article 7.6; and
b)    the word “proscribe” be replaced with “prescribe” in the notation appearing immediately after Article 9.5.

GENERAL RESOLUTION 8:

That the members of Sydney Gay & Lesbian Mardi Gras Limited approve changes to the Constitution of Mardi Gras Arts Ltd to remove a redundant article. Specifically that:

a)    Article 2.2 is deleted; 
b)    Article 2.3 shall be renumbered as 2.2; and
c)    Article 2.4 shall be renumbered as 2.3

GENERAL RESOLUTION 9:

That the members of Sydney Gay & Lesbian Mardi Gras Limited approve changes to the Constitution of Mardi Gras Arts Ltd to clarify the meaning of Article 6.5. Specifically that the text “not for more than 30 days” be replaced with “for not more than 30 days”.

GENERAL RESOLUTION 10:

That the members of Sydney Gay & Lesbian Mardi Gras Limited approve changes to the Constitution of Mardi Gras Arts Ltd so that Article 6.1 be modified such that the text “, present in person or by proxy” be deleted and the text “, present in person or by proxy,” be inserted before “is the lesser of”.

GENERAL RESOLUTION 11:

That the members of Sydney Gay & Lesbian Mardi Gras Limited approve changes to the Constitution of Mardi Gras Arts Ltd to delete the current “Chapter IV Register” and insert the following Chapter:

Chapter IV
Membership , the Register, Expulsion, and Appeals

Division 1 - Membership

4.1    The members of Mardi Gras Arts Ltd are persons who apply for and are admitted to membership in accordance with the Constitution of  Mardi Gras Arts.

4.2    There shall be no age restriction on who may be a member of Mardi Gras Arts

4.3    The following procedure shall be followed in respect of the admission of any person (in this Chapter referred to as the “Applicant") to membership of Mardi Gras Arts, namely:
(a)    The Applicant must complete an application (in this Chapter referred to as the “Application") that may include a signature, electronic or otherwise, or other such means of identification, where the Application is in the form prescribed from time to time by the Board;
(b)     The Applicant must agree to support the aims and the objectives of Mardi Gras Arts set out in this Constitution. It shall be sufficient compliance for the purposes of this article if the Applicant signs, by electronic or other means, a statement, or provides some other indication to acknowledge their support of the objectives, in such manner as the Board may from time to time determine.

4.4    Each Application for membership shall be placed before the Board of Mardi Gras Arts within 45 days.

4.5    The Mardi Gras Arts Board may in respect to the Application for membership:
(a)    accept the Application; or
(b)    reject the Application where two thirds of the Board currently in office so determine; or
(c)    refer the Application to the Applicant for further explanation or clarification but not so as to exceed the 45 day period prescribed in the immediately preceding article.

4.6    In the event the Board fails to accept or reject the Application for membership within 45 days of the Application being placed before the Board, the Application shall be deemed to have been rejected.

4.7    No Application may be considered by the Board during the period from where:
(a)    the Board itself has requisitioned or has been notified that members or directors have requisitioned a general meeting; or
(b)    within 14 days of the date fixed for the convening of an Annual General Meeting, until after the conclusion of that general meeting.

4.8    During the period or periods referred to in the immediately preceding article the 45 days by which the Board must make a determination about an Application for membership shall be suspended and those periods shall not be counted as part of the 45 day period.

4.9    Upon the acceptance of an Application by the Board the Applicant will become a member of Mardi Gras Arts upon the Applicant’s name being entered in the Register of Members.

4.10    Upon the rejection of an Application by the Board the Board must as soon as is possible:
(a)    cause the Applicant to be notified in writing, advising of the Board’s decision to reject the Application; and
(b)    inform the Applicant of the right of appeal under this Chapter. 

4.11    The Board may from time to time fix any fee to be paid by Applicants for membership (“the Entrance Fee”).

4.12    The Board may from time to time fix any fee by way of any annual membership fee the payment of which may be a condition for ongoing membership in the Company.

4.13    The Board has the power to waive entirely or fix fees at concession rates in respect to Applicants for Membership and members of the Company as the Board determines.

Division 2 – Period of Membership

4.14    The period of membership of Mardi Gras Arts Ltd is as follows:
(a)    for those Sydney Gay and Lesbian Mardi Gras members who join or renew Sydney Gay and Lesbian Mardi Gras membership become Members of Mardi Gras Arts, and the membership of Mardi Arts will expire at the same time as the membership of Sydney Gay and Lesbian Mardi Gras.

4.15    At a reasonable time before the expiry of a members’ membership of Mardi Gras Arts must cause to be sent to each member a notice of renewal in a form prescribed by the Board from time to time (“a Renewal Form”), setting out:-
(a)    the annual membership fee for the following year; and
(b)    the method of renewal.

4.16    Membership of Mardi Gras Arts may be renewed by the member:
(a)    complying with the method of renewal prescribed by the Board; and
(b)    providing the annual membership fee as prescribed in the Renewal Form In cleared funds in accordance with the date and method of payment specified on the form.

4.17    A person ceases to be a member of Mardi Gras Arts:-
(a)    if written notice of the person’s resignation from membership has been lodged with the secretary;
(b)    if that person has not effected membership renewal within 13 months of becoming a member or renewing their membership;
(c)    if that person is expelled from Membership; or
(d)    if that person dies.

4.18    A person that is currently a Life Member of Sydney Gay and Lesbian Mardi Gras shall be a Life Member of Mardi Gras Arts.

Division 3 – Expulsion of a Member

4.19    If the Board is of the view that a member of Mardi Gras Arts has: 
(a)     materially refused or neglected to comply with a provision of this constitution; or
(b)    persistently and wilfully acted in a manner prejudicial to the interests of the Company; or
(c)    acted in a manner inconsistent with the Objects of the company the Board may by a resolution: 
(d)    agreed to by at least the majority of the directors then in office; and
(e)    stating the grounds concerned and the reasons for the Board's view, determine that the member should show cause why the member should not be expelled from membership.
 
4.20    As soon as practicable after the Board determines that a member should show cause why the member should not be expelled, the Secretary must: 
(a)    so notify the member in writing, providing a copy of the Board's resolution under the immediately preceding article; and
(b)    inform the member of the member’s right to request a hearing before the Board and that the request must be lodged within 7 days. 

4.21    The right to a hearing before the Board is as follows: 
(a)    The member may within 7 days of the member being informed of the member’s right to a hearing require the Board to consider the member’s submissions as to why the member should not be expelled from membership. 
(b)    The hearing must take place not less than 14 days nor more than 35 days after the member has informed the Secretary that the member wishes the Board to consider submissions from the member. 
(c)    The Board must give the member or the member’s representative, or both, a reasonable opportunity to make oral submissions at the hearing.
(d)    The Board must consider: 
(i)    oral submissions made by the member or the member’s representative, or both; and
(ii)    written representations lodged by the member with the Secretary prior to the hearing. 
(e)    The deliberations of the Board itself may in the Board’s absolute discretion be in private and in the absence of the member and the member’s representatives; 
(f)    Where:
(i)    the member has not requested a hearing within 7 days; or
(ii)    the member has so requested a hearing and that hearing is completed, the Board must determine whether the member is to be expelled. 

4.22    A resolution to expel a member must be carried by at least two-thirds of the directors then in office. 

4.23     As soon as practicable after the Board determines whether or not the member is to be expelled, the Secretary must notify the member in writing of the Board’s determination. 

4.24    Where the Board has determined to expel the member, the Secretary must inform the member of the right of Appeal under Division 3. 

4.25    Where the Board has resolved to expel a member: 
(a)     the expulsion will be suspended until the expiry of the 7 day period after the member has been notified of their appeal right; and
(b)    where the member lodges an Appeal, until such time as the Appeal Panel decides the outcome of the Appeal.

Division 4 – Right of Appeal

4.26    In this Chapter
(a)    an Applicant whose Application for membership has been rejected under Division 1; or
(b)    a member where the Board has determined to expel under Division 3
is referred to as the “Appellant”.

4.27    In this Division:
(a)    an Applicant whose Application for membership has been rejected under Division 1; or
(b)    a member whom the Board has determined to expel under Division 3;
is referred to as the “Appellant”.

4.28    There shall be an Appeal Panel:
(a)    made up of not less than 3 and not more than 5 members (not being a director) nominated  by the Secretary;
(b)    the purpose of which is to hear and determine the Appellant’s appeal under this Division.

4.29    The right of appeal is as follows:
(a)    The Appellant may within 7 days of the Appellant being informed of the Appellant’s right to Appeal require the Appeal Panel to reconsider the Board’s decision at a meeting to be held not less than 14 days nor more than 35 days after lodging of an Appeal Notice.
(b)    If an Appeal Notice is lodged in accordance with the preceding paragraph, the Appeal Panel must meet within the time-frame prescribed in that paragraph, having given the Appellant not less than 7 days' notice of the date, time and place of the meeting.
(c)    The Appeal Panel must give the Appellant or the Appellant’s representative, or both, a reasonable opportunity to make oral submissions at the meeting.
(d)    The Appeal Panel must consider:
(i)    oral submissions made by the Appellant or the Appellant’s representative, or both, at the meeting;
(ii)    written representations lodged by the Appellant with the Secretary prior to the meeting; and
(iii)     any submission lodged by the Board.
(e)    The Appellant is free to make oral and written submissions before the Appeal Panel that were not made by the Appellant at the hearing before the Board that is being appealed from.
(f)    Where the Appeal to the Appeal Panel is by a member against the decision of the Board  for the member’s expulsion, the Appeal Panel must by ordinary resolution at that meeting determine whether the grounds for expulsion:
(i)    have been established; or
(ii)       have not been established.
(g)    Where the Appeal Panel determines that the grounds for expulsion have been Established the Appellant shall be expelled from membership.
(h)    Where the Appeal Panel determines that the grounds for expulsion have not been established the expulsion is rescinded ab initio.
[Notation: ab initio is a legal term for which there is no precise English equivalent. In this context ab initio means as if the expulsion never happened.]
(i)    Where the Appeal to the Appeal Panel is by an Applicant for membership against the decision of the Board refusing that Application, the Appeal Panel must by ordinary resolution at that meeting determine whether the grounds for refusal:
(i)    have been established; or
(ii)    have not been established.
(j)    Where the Appeal Panel determines that the grounds for rejection have been Established the Appellant’s Application for membership shall be rejected.
(k)    Where the Appeal Panel determines that the grounds for rejection have not been established and the Appellant lodges with the Secretary, within 30 days of receiving notice of the Appeal Panel’s resolution, payment of any Membership Fees, the Appellant’s name shall be entered in the Register of Members as a member of Mardi Gras Arts.
(l)    The Secretary must forthwith notify the Appellant in writing of the determination made by the Appeal Panel.
(m)    All matters concerning the conduct of the meeting, procedural issues and matters concerning the deliberations of the Appeal Panel shall be determined by the Appeal Panel.

4.29    Despite anything to the contrary in this Constitution and despite any rule of law or equity to the contrary:
(a)    subject to the next succeeding paragraph, the meeting referred to must be open to members;
(b)    the Appellant may in the Appellant’s Appeal Notice require that the meeting not be open, except to the Appellant (and, if applicable, the Appellant’s representative or such personor persons the Appellant nominates), in which case the meeting will be restricted to such persons as the Appellant has nominated;
(c)    the deliberations of the Appeal Panel itself may in the Appeal Panel’s absolute discretion be in private and in the absence of the Appellant and the Appellant’s representatives; and
(d)    at the meeting, if open, all matter published for its purposes will be subject to qualified privilege under the law relating to defamation.


Explanatory Memorandum for all Special and General Resolutions

Constitution of SGLMG

Constitution of MGA  


Details of the Extraordinary General Meeting are as  follows:

Date: Saturday 12 September 2015

Start Time: 11.00am
End Time: 12.00pm
Place: Sydney Gay & Lesbian Mardi Gras Ltd offices, Suite 8, 94 Oxford St, Darlinghurst, NSW 2010


Proxy Votes

Click here to download the Proxy Form for the 12 September 2015 EGM

If you wish to appoint a Proxy for the EGM, complete and return the attached Proxy Form. The completed form must be received by the Company Secretary by 5.00pm on Wednesday 9 September 2015 by delivery to the Company Secretary, Sydney Gay & Lesbian Mardi Gras Limited, 6/94 Oxford Street, Darlinghurst, 2010 OR scanned and emailed to company.secretary@mardigras.org.au.

We look forward to seeing you at the  EGM.


Kind Regards,

David Imrie
Company Secretary
Sydney Gay & Lesbian Mardi Gras  Limited

 

David Watson

221 Sydney Park Road, Erskineville NSW 2043, Australia

Chief Strategist David Watson is a 20+ year sales and marketing veteran that has worked across different industries with a diverse range of businesses. Prior to launching Strategy Point, David was employed by photo print retailer Momento for over 7 years and in that time was instrumental in growing Momento from startup into a successful brand and service with millions of dollars of annual revenue. This experience provides his clients with unique insights and an unparalleled perspective of photographic consumers, sales and marketing, and maximising business opportunities. David has a Diploma in Strategic Marketing and is currently undertaking an Advanced Diploma of Marketing course. He is an associate member of the Australian Marketing Institute, a member of the National Board for the Australian Institute of Professional Photography, and is a member of the advisory board for the Head On Photo Festival. In his spare time David walks his pooch Rosie around Sydney Park, hones his photography, cheers for the Sydney Swans, indulges in reality TV and dreams of overseas holidays. He also supports two organizations that are close to his heart - Twenty10 who provide support for homeless gay and lesbian youth, and Assistance Dogs Australia who provide freedom and independence to people with physical disabilities.