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Annual General Meeting

Wednesday 13 November 2019 9:00am

Conference Room CB10.03.470
University of Technology Sydney
Level 3, 235 Jones Street
BROADWAY NSW 2007

Agenda

  1. Election of a chair for the meeting
  2. Confirmation of previous minutes
    1. Annual General Meeting on 28/11/2018
  3. Annual financial report
    1. 2017-18
    2. 2018-19
    3. Auditor’s report—Members decided not to appoint an auditor
  4. Report from the Board of Directors
  5. Election of Office Bearers
    1. Directors
    2. Councillors
  6. Appointment of an auditor for 2019-20
  7. Strategic plan

No further items can be considered at the AGM.

Minutes status

Draft

Previous meeting minutes

Agenda items

Election of a Chair for the meeting

As there is no Member Council constituted (in which case, the President or a councillor would chair the meeting), then the Full Members present shall elect one of their number to preside as Chair of the meeting.

Motion

That Dalene Wray will preside as Chair for this Annual General Meeting.

Discussion

Any discussion?

Motion proposed
??
Motion seconded
??
Resolved
Motion carried

Confirmation of previous minutes

The draft minutes for the Annual General Meeting on 28/11/2018 are to be considered.

Motion

That the minutes of the Annual General Meeting on 28/11/2018 be adopted.

Discussion

Any discussion?

Motion proposed
??
Motion seconded
??
Resolved
Motion carried

Annual financial report

2017-18 financial statements

Final annual financial statements for 2017-18 were not presented to last year's AGM, as full access to bank accounts and invoices had not been transferred to the Company Secretary from the previous association office holders. Nevertheless, preliminary financial statements were presented.

The differences between the final financial statements for 2017-18 (presented at this AGM) and the preliminary financial statements (presented at last year's AGM) are related to the Love Organic Symposium in February 2018:

  • workshop expenses have been revised down by $1,903.40 (from $20,939.81 to $19,033.91)
  • ticket sales have been revised down by $79.26 (from $9,800 to $9,720.74)
  • sponsorship has been revised down by $318.18 (from $14,681.82 to 14,363.64)

Consequently, the profit (and net equity) for 2017-18 was $5,089 compared with the preliminary estimate of $3,583.04.

2018-19 financial statements

Highlights from the 2018-19 financial statements are:

  • income was $7,460.57, comprising almost all membership fees
  • 95% of membership fees was derived from foundation memberships
  • total expense was $1,797.05, mostly comprising:
    • $658 for website hosting
    • $582 for fees, mostly related to company registration
    • $500 for a Board meeting (most meetings are by teleconference)
  • profit was $5,663.52
  • cash on hand was $10,292.11
  • member equity was $10,752.52
Auditor's report

As the company is not legally required to appoint an auditor and the company's revenues were considered not sufficiently large to warrant the expense, members decided not to appoint an auditor for 2018-19.

Membership

At 30 June 2019, there were 74 members comprised:

  Foundation Ordinary
Full Members 24 27
Associates 6 17

At 8 November 2019, there were 106 members comprised:

  Foundation Ordinary
Full Members 32 36
Associates 9 29
Attachment Size
Income Statement 2017-18 and 2018-19 30.26 KB
Balance Sheet 2017-18 and 2018-19 30.33 KB
Motion

That the meeting accept the financial statements as presented for 2017-18 and 2018-19.

Discussion

Any discussion?

Motion proposed
??
Motion seconded
??
Resolved
Motion carried

Report from the Board of Directors

Chair of Board to present verbal report

Need to include a summary

Any motions?

Election of Directors

Nomination of directors

Nominations formally closed on 23 October. As insufficient valid nominations were received to at least fill at least the known vacancies for directors, and it was understood several nominations were still being prepared, further nominations were accepted until COB on Wednesday 6 November.

Nominations must be made and seconded by a financial full member of OIA Ltd—that is, they must be a certified organic operator and not have any membership fees outstanding. Directors do not need to be certified organic operators.

The candidates

Eight nominations for director were received by the Company Secretary.

Nomination Profile Proposed Seconded
Brock Billing Brock Billling Rosnay Organic Wines Bellamy's Organic
Mark Gower Mark Gower Chalk Hill Viticulture Rosnay Organic Wines
Lynton Greenwood Lynton Greenwood Biodynamic Marketing Rural Organics
Andrew Liesfield Andrew Liesfield Lieton Park Partnership Rural Organics
Howard Rubin Howard Rubin Rosnay Organic Wines Bellamy's Organic
Pennie Scott Pennie Scott Rosnay Organic Wines Rural Organics
Carolyn Suggate Carolyn Suggate Norco Bellamy's Organic
Carissa Wolfe Carissa Wolfe Obe Organic Norco
The procedure for the election of directors

The AGM will first decide how many directors to appoint. The minimum is 7 and the maximum is 11.

There are currently 4 continuing directors. The remaining director positions will be declared vacant. No candidates will be accepted from the floor of the meeting.

If the number of candidates is less than or equal to the number of vacancies, then all candidates are duly elected as director.

If there are more candidates than the number of vacancies, the Chair will conduct a preferences based secret ballot, assisted by two scrutineers.

Direct voting

Full members are entitled to lodge a direct vote if they cannot attend the meeting, and those members who attend by teleconference cannot participate in a secret ballet.

The Company Secretary distributed ballot papers to all Full members on 8 November with instructions that these be returned by email to secretary@organicindustries.com.au by no later than 8pm on 12 November.

Motion

What was the motion in respect of number of directors?

Discussion

Summary of the discussion

Motion proposed
??
Motion seconded
??
Resolved
Motion carried
Motion

What was the motion put in respect of the elected directors?

Discussion

Any discussion?

Motion proposed
??
Motion seconded
??
Resolved
Motion carried

Election of Councillors

There being no motion to establish a Member Council, no election was conducted for Councillors.

Appointment of an auditor for 2019-20

Corporations law defines small companies limited by guarantee (CLBGs) as having less than $250k revenue.

Small CLBGs are not required to prepare financial accounts or appoint an auditor.

Motion

As the company is not legally required to appoint an auditor and the company's revenues are not sufficiently large to warrant the expense, no auditor to be appointed for 2019-20.

Discussion

Any discussion?

Motion proposed
??
Motion seconded
??
Resolved
Motion carried

Strategic plan

Members will consider strategic planning

Any discussion or motion?

Attended - Full Members (eligible to vote)

Representative Full Member
Dalene Wray Obe Organic
Sue Shelton Bellamy's Organic
Janie McClure Rural Organics
Sam Sthatham Rosnay Wines
??  

Attended - Associate Members (not eligible to vote)

Representative Associate Member
Tim Marshall  
Sarah Wheeler University of Adelaide
Else Wynan  
Carolyn Suggate ORIcoop
??  

Attended - Others

Representative Reason for attending
Brock Billing Candidate for Director
??  

Apologies

Greg McNamara
Ben Copeman
Anni Brownjohn
Jan Denham