A Special General Meeting (SGM) of the Western Rock Lobster Council Inc. (WRL) will be held on Tuesday, 28 July 2020 at the Geraldton Clay Target Club, Off Flores Road, Geraldton, commencing at 3.30 p.m. For convenience, the SGM will be held immediately prior to the WRL Coastal Tour Geraldton meeting with Members at the same venue.
The purpose of the meeting is to discuss changes to the WRL Rules of Association before moving a Special Resolution to revoke WRL’s current July 2018 Rules of Association and adopt the new July 2020 Rules of Association.
Following PFA and Member suggestions for changes to the WRL Rules of Association prior to, and during, the 2019 Annual General Meeting (AGM) on 20th September 2019, the WRL Board committed to undertake a Rules of Association review process. As part of that review process, the WRL Board twice invited Members and PFAs to suggest improvements to the WRL Rules of Association. All feedback received was considered by the WRL Board at its most recent meeting on Friday 26 June 2020. The WRL Board was unanimous in deciding which suggestions should not be progressed and which suggestions would improve the Rules of Association and function of WRL if proposed for implementation.
The Rules of Association underwent significant amendment following a comprehensive review in 2018. Several of the relatively low number of proposed amendments make simple corrections or remove ambiguity in the current rules. The suggested amendments that have a material impact on the WRL Rules of Association are as follows:
1. Amendment to zonal representation of Directors such that the WRL Board will consist of:
- 4 elected Northern Zone representatives;
- 4 elected Southern Zone representatives; and
- no more than two Independent Directors may be appointed to the Board.
Northern Zone representative means an Ordinary Member who holds an MFL with Units of usual entitlement in either A Zone or B Zone.
Southern Zone representative means an Ordinary Member who holds an MFL with Units of usual entitlement in C Zone.
2. Remove the maximum number of terms a Director may serve on the WRL Board.
3. Amendment to the definition of “quorum”, for the purposes of the proceedings of the Board, such that at least 50% of the number of elected Directors must be present to constitute a quorum regardless of whether there are Independent Directors on the Board or present.
4. The option for the WRL Board to convene a remote Special General Meeting using electronic communication should face to face meetings be restricted, as has been the case recently with COVID.
Special General Meeting Notice and Details
It is important that a quorum is achieved for this meeting in order for all resolutions to be validated. As per rule 15.4 of WRL’s current Rules of Association, a quorum for all general meetings of the Members of the WRL is not less than 5% (currently 33 Members) present at the meeting in person or by proxy. A Special Resolution must be passed by 75% of the Members voting at the meeting in person or by proxy.
Following explanation and discussion on changes to the WRL Rules of Association, the following SPECIAL RESOLUTION will be moved at the meeting, “That the Western Rock Lobster Council Inc. Rules of Association, dated July 2018, is revoked and that the Western Rock Lobster Council Inc. Rules of Association, dated July 2020, be adopted.”
Please click on the links to access the following documents relevant to the Special General Meeting:
- Notice/Agenda of the Special General Meeting
- Copy of amendments to the Rules of Association in tracked changes with accompanying explanatory comments (updated version)
- Appointment of Corporate Representative Form
- Appointment of Proxy Form
If you require further clarification on any of these matters please do not hesitate to contact Matt Taylor, Chief Executive Officer on 0438 855 863.