Proposed  changes to the TFFPN Constitution
27th August – Extraordinary  General Meeting of members scheduled  to consider important changes

As a member driven organisation the ore role of the Network is to be a communication hub connecting and supporting members through a variety of ways to increase knowledge of the issues facing the industry, build pride and improve outcomes for individuals and the industry as a whole.

We have done this through a variety of ways to support our 600+ members – including regular Newsletters and Bulletins, forming Working Groups to consider issues of common concern, conducting a state Forum, and coordinating the Tasmanian Timber Awards.

As organisations establish and grow the Constitution needs to remain fit for purpose and the Network is no exception. The Board of the Network has considered a number of sections of the Constitution and is putting forward amendments to these sections to make them more relevant, as well as adding a section to the Constitution to allow voting by members working regionally and remotely around the state.

The Network has a geographically diverse membership base that has increased significantly since its establishment. Due to these factors, the Board is concerned with the conduct of meetings of members. In particular, there is a concern that the current quorum of 20% of the members will be difficult for the Company to satisfy and it would be appropriate for other sorts of voting to be allowed such as electronic voting.

The table below summarizes the issues identified by the Board and the Network solicitors – Dobson, Mitchell Allport – have provided recommendations of changes to the appropriate sections of the Constitution.

The changes will be the subject of an Extraordinary General Meeting(EGM) to be held on Thursday 27th August commencing at 12pm. This EGM meeting will be immediately followed by the Annual General Meeting. Formal notice of these two meetings will be sent to members no later than 6th August. At this time zoom details for the meetings will be distributed.

Please contact me if you wish to discuss any of the amendments . I would be very happy to follow up with you.

Therese Taylor,
e: Therese.Taylor@tffpn.com.au
m: 0419 302 277

ClauseCurrent ProvisionIssueRecommendation
8.3bThe quorum for a General Meeting is 20% of the Membership, present in person or by Representative, proxy or attorney.The Company currently has over 500 members and as such require over 100 of their members to attend a General Meeting in order for the quorum requirement to be satisfied. We consider that the number of members required to attend is excessive for the conduct of a General Meeting and is is likely to be difficult to have this number of members attend. We consider that a quorum of 40 members would be an appropriate number that is both achievable and yet large enough to ensure adequate protection of corporate governance principles.Replace clause 8.3 b. with the following:

The quorum for a General Meeting is 40 Members entitled to vote at the meeting of the Membership, present in person or by Representative, proxy or attorney.

9.5No current clauseWe consider that in order to allow the members to be actively involved in the Company’s decision making it is important to provide for additional means to vote on resolutions. Due to the geographically broad distribution of members, a number of who are in remote areas and are unable to attend meetings, it is appropriate that postal voting be provided.Insert clause 9.5 as follows:

Postal vote
The Board may at any time resolve that in lieu of submitting a proposal to a General Meeting it shall submit a resolution or resolutions to Members by means of a postal ballot which ballot shall be conducted as nearly as practicable in the manner set forth herein and the result of such postal ballot shall have the same force and effect as a resolution passed at a General Meeting of Members. This procedure may not be employed to pass special resolutions.

a. Prior to sending to Members the voting papers the Board shall appoint a panel of scrutineers, at least two of whom shall act as such.

b. The Board shall cause voting papers to be posted to each Member who would have been entitled, if present, to vote at a General Meeting held on the day of posting of the said voting papers to the address shown for that Member in the Register. Such voting papers shall set out any resolutions proposed by the Board and shall contain full directions as to the method of voting.

c. All Members wishing to vote on any resolution must do so by voting in the manner indicated in the directions and by posting the voting papers to the Company addressed in the manner specified in the voting papers so as to be received by the Company within twenty-eight days of the date of posting to the Member.

d. Within seven days after the last day upon which votes can be received under subclause 9.5 c. the scrutineers or at least two of them shall meet and examine the voting papers.

e. Envelopes containing the voting papers may be opened either before or at such meeting of the scrutineers but may only be opened in the presence of at least two of the scrutineers. The scrutineers shall reject the vote of any Member who at the date of such meeting was in arrears for more than two months with any fee or any other sum prescribed by the Board or who has failed to observe the directions mentioned in subclause 9.5 b. (unless in their opinion the Member clearly indicated the way in which the Member wished to vote) and they may reject any other vote which in their view ought properly to be rejected.

f. The scrutineers shall as soon as practicable report the result of the voting to the Chair and shall include in such report a statement of the number of votes rejected by them and the reasons for such rejection. The Chair shall arrange for the result of the postal ballot to be given to members within reasonable time after the receipt of such report in such manner as the Board may determine. The report of the scrutineers as to the result of the voting shall be conclusive.

g. A resolution passed by such ballot shall have the same effect as if it were a resolution passed at a General Meeting of Members held on the date of the report of the scrutineers.

h. Where for any reason the Chair is unable to exercise any powers granted to the position under this clause the power shall be exercised by a Director appointed by the Board for that purpose.

9.1No current clauseWe consider that in order to allow the members to be actively involved in the Company’s decision making it is important to provide for additional means to vote on resolutions. Due to the geographically broad distribution of members, a number of who are in remote areas and are unable to attend meetings, it is appropriate that electronic voting be provided.Replace clause 9.1 with the following:

How voting is carried out
2. Subject to clause 9.5, every item of business submitted to a General Meeting is to be decided by:

i.
a show of hands of the Members, or their Representatives, who are present and entitled to vote and where the Member, or their Representatives, is attending remotely in accordance with clause 8.1 those Members, or their Representatives, not in the same venue as the Chair must vote by verbal statement given to the Chair on the Chair’s request;

ii.
an electronic vote using one of the established electronic voting platforms, as approved by the Board; or

iii. another method chosen by the Chair that is fair and reasonable in the circumstances.
The Chair will not have a casting vote

Download the Constitution HERE