Special Resolutions 2009/10 AGM

NSW & ACT District Laser AssociationSpecial Resolutions for Annual General Meeting 

As a member of the Australian Laser Class Association, I propose the following special resolutions on behalf of the NSW & ACT District Laser Association (in accordance with clauses 25(4), 30 and 36 of the Rules of the ALCA) for consideration at the Annual General Meeting in Adelaide during the 2009/10 Australian Championships:

  1. That the attached proposed new Rules replace the existing Rules of the Australian Laser Class Association, except for clause 41 (3 new).  The new Rules are the old Rules modified to reflect points 1 to 11, 13 and 14 in the attached recommendations from lawyers Stephen Wawn and Associates.
  2. That clause 41 (3 new) in the attached proposed new Rules replaces the existing clause 41 (3) in the Rules of the Australian Laser Class Association.

Below is a discussion explaining the reasons for the proposed changes by referring to the points in the attached recommendations from lawyers Stephen Wawn and Associates. 

Colin Cain

Chairman

NSW & ACT District Laser Association

17 November 2009

General Discussion 

Special Resolution 1 

The ALCA is incorporated in NSW under the Associations Incorporation Act, 1984 and the Rules are based on the Model Rules prepared by the NSW Office of Fair Trading.  However the drafting of our Rules has led to some confusion, especially as the ALCA only has seven members (the chairs and presidents of each District) none of whom are necessarily on the executive committee. 

The members are like the shareholders of a corporation – they elect the executive committee who are in effect the management team who do the day to day running of the ALCA.  However only the members have the right to vote at annual general meetings and special general meetings.

The changes in special resolution 1 make these roles clearer and also make some other ‘housekeeping’ changes generally as detailed in the Stephen Wawn and Associates letter.  Some additional points to clarify the changes:

  • Points 1 and 9, 11 and 13 simply use the plural ‘Championship­s’ in line with other multiple championship regattas (such as the World Laser Masters Championships).
  • Points 2 to 4 are explained in the attached letter.
  • Point 5. The existing 26(1) is irrelevant as 26(2) allows any financial member of a District to attend a general meeting.  However, only a member of the ALCA (ie each of the District chairs or presidents) or their proxy is allowed to vote.
  • Point 6.  With only seven members, it is unwise to require six to make a quorum.
  • Points 7 and 8 clarify the voting procedure.  Normal good governance says that only members may vote, except that the chairman of a meeting should have a casting vote.

Special resolution 2 

Points 12 is to provide flexibility in timing of the various Australian Championships.  The present wording infers that the various championships must be held at the same time.  There are now six different championships in three different rigs, and the ALCA needs the flexibility to vary the timing for different events to suit the needs of members or other constraints – such as the timing of YA or ILCA regattas.

The change will also allow the following motion passed at last year’s AGM to be implemented:

“A separate Australian Masters Championship would be held at a separate time away from the Christmas period commencing in 2011 in NSW, with the event reviewed annually”.

Since that motion was carried the Masters sub-committee convened at the meeting has made the following recommendations:

1)      Change the Rules of the ALCA to accommodate a separate Masters.  However the provision for a separate Masters should be optional, not mandatory.

2)      The Masters Nationals should continue to be held in the same District as the open Nationals each season.  The District will advise whether it will conduct a separate Masters Nationals at a different time, at the same time, or simply incorporate it into the open Nationals.

3)      When a separate event at a different time is held, the regatta should have at least four days racing.