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NOTICE OF ADDITIONAL ITEMS OF BUSINESS PROPOSED FOR THE ANNUAL GENERAL MEETING (AGM) OF AUSBIOTECH -- CONSTITUTIONAL CHANGES

Members have received a Notice dated 14 August 2017 for the Annual General Meeting (AGM) of AusBiotech Ltd to be held at the AusBiotech national conference at the Adelaide Convention Centre, North Terrace, Adelaide, SA, 5000 on Wednesday 25 October 2017 at 12.30pm.

The Board wishes to propose 2 additional items of business for the AGM, concerning the amendment of the AusBiotech Constitution.

AusBiotech Members are asked to consider, and, if in favour, pass the resolutions as special resolutions at this year’s AGM. The resolutions can be found here.

The Existing Constitution was adopted at AusBiotech’s 2015 AGM.

Special Resolution 1

AusBiotech Ltd is a company limited by guarantee.  This means that it has no share capital.  Instead, the members of a company limited by guarantee make a commitment that if the company is wound up they will contribute a certain amount if there is a short fall in assets to meet liabilities.  Their liability to contribute in that event is limited to the amount of the “guarantee”.

Some confusion has arisen as to how to calculate the value of the “guarantee” given that AusBiotech has different classes of member and in particular its corporate members may have a number of individuals associated with the corporate member.  The intention of this amendment is to clarify that if AusBiotech was wound-up and there was a shortfall in assets each Corporate Member would be obliged to contribute the “guarantee”, but not individual members and particularly not the individuals who are connected with the Corporate Member.

The Directors recommend you vote in favour of Resolution 1.

Special Resolution 2

When AusBiotech’s members adopted the new Constitution in 2015, the board structure was established as

1. The CEO;
2. A maximum of two Elected Directors (Directors elected by the membership as a whole); and
3. A maximum of five “Appointed Directors” (Directors appointed by the board). 

The board wishes to allow for the appointment of an additional Appointed Director to add to the skills and experience represented on the Board. This will give added stability, particularly during periods of organisational change. It will allow for an additional director, but does not require it. The Constitution allows for the maximum number of Directors to be increased by ordinary resolution of AusBiotech’s members.  However the Constitution also sets a maximum of five Appointed Directors and two Elected Directors (plus the CEO).

To rectify this inconsistency and allow for one additional Appointed Director at the present time, the Board seeks member approval to amend the Constitution to:

1. Increase the maximum size of the Board to nine members;
2. confirm that there must always be two Elected Directors (except where there is a vacancy);
3. confirm that the board may appoint any number of Appointed Directors within the  overall maximum Board size set in the Constitution;
4. retain the option to further increase the size of the Board by seeking member approval to an increase.

With AusBiotech having such a broad variety of members, it is important that the board have a diverse mix of skills, backgrounds, experience and perspectives.  The board believes that increasing the number of board members to 9 in total will assist in this.

The Directors recommend you vote in favour of Resolution 2.

Questions?

A mark-up of the Constitution showing the proposed changes can be found here and the Existing Constitution may also be found here. In addition, members requiring a hard copy will be posted the document upon request (contact (03) 9828 1400) and printed copies are available for inspection at the AusBiotech Ltd Office (Level 4, 627 Chapel St, South Yarra, Victoria, 3141).

Members will have an opportunity to ask questions about the proposed amendments at the AGM or by contacting Lorraine Chiroiu, Deputy CEO of AusBiotech on (03) 9828 1400 in advance of the AGM.