Special General Meeting 2012 - Information and Agenda

CAN's Special General Meeting 2012

When: 15 May 2012, 7:30 PM

Where: teleconference

Introduction

Notices to members etc:

1. Rule 5.6 requires notice of SGM be given to:
   1. Affiliated and Supporting Organisations 28 days before date of the SGM.  This was sent out on the 17th April 2012.
   2. CAN members 14 days notice by post or email. 
2. Rule 6.1 requires 14 days notice of any proposed rule change at a SGM be given to CAN members.  This was sent out on the 1st May.

Quorum

1. Check on numbers either present or calling in.  7 Members required as per Rule 5.11.

Pre-Voting for those who cannot make the meeting on the evening of the 15th May.  Use the voting form that is attached.

Postal:

CAN Special General Meeting May 2012
P O Box 25-424, 
Panama Street,
Wellington 6146

Fax:

Attention David Hawke - CAN Special General Meeting May 2012

Fax No. 03 940 8019

Email:

Send email to: secretary@can.org.nz with "CAN Special General Meeting May 2012" in the Subject line.

Phone conference calling in instructions:

As the teleconference is will be paid for from the CAN accounts, it is necessary to be secure with both the phone number to dial into and the instructions on how to join the phone conference.  So if you intend to join the meeting, please email the Acting Secretary, David or Patrick for the both the 0800 phone number and the joining instructions.  They will forward them to you if a CAN member.

Agenda

1. Welcome.
2. Members attending phone conference check in.
3. Apologies.
4. Audited accounts to be presented including background as to why they were not able to be presented at the 2011 AGM in Nelson.
5. Questions on the accounts.
6. Audited accounts to be adopted.
7. Rule changes explained.
8. Rule changes to be passed en masse or individually.
9. Resolution(s) on rule changes.
10. End of meeting.

The Auditors Report and the Financial Statements have been attached to this article.

Rule Changes - Background Information

Financial Year and filing  of Annual Financial Statements:

Rule 10.4 puts CAN's financial year ending at 30th June each year - this was changed at the 2009 AGM to align with any govt. contracts we are fulfilling and makes the accounting/treasurer's job easier when we have such contracts to deliver.  

Rule 10.6 requires CAN to deliver annually approved financial statements to the Registrar of the Companies Office (CO). If the accounts are first submitted to the Charities Commission (CC), they forward a copy onto the CO.  A registered charity that is also an incorporated society is not required to file an annual financial statement with the CO.  We wish CAN to remain a Registered Charity hence it is important to fulfil our obligations under the Charities Act - the Rules were drawn up when only compliance with being an Incorporated Society was required.

The CC requires accounts to be submitted within 6 months of the end of the financial year with a possible 3 month extension.  It is not mandatory that these accounts are audited when submitted.  It is more important to file a return by the due date (31st December each year) than to hold off filing anything so to have to have audited accounts to be filed (which is what we have done this last year). The Charities Act does not require the accounts to be audited before they are submitted.

Annual Conferences aka "The CAN Do"

Rule 5.3 forces CAN to have an conference each calendar year where the AGM is also to be held for the election of officers, auditor and the management committee.  It may be more desirable to have this flexible and have the CAN Do within 12 months of the end of the financial year like the AGM (see Option 3 for Rule 5.1 change). Various other rules switch between referring to an "Annual Conference" and an "Annual General Meeting".

Voting on rule changes

Rule 6.1 stipulates that two thirds of those present at a Special General Meeting must approve any changes, additions or deletion of rules before the changes are accepted.  It will be taken that those who pre-vote will be counted in this 2/3 check against the numbers for and against any particular rule change.

Specific Rule Changes:

Existing Rule 5.1 "An Annual General meeting shall be held each year within 12 months of CAN's balance date".

1. No change is one option - this does not give the greatest flexibility to when the AGM can be as it states the AGM has to be "each year" and thus within 6 months of the current balance date. 
2. We may require more flexibility as to when the AGM can be.  For example, if every 2 years, the Walking and Cycling Conference moves around and is held early in the calendar year as was the case this year (unlikely in 2014 - more likely to be late 2013 for the next one) - the AGM could be held during the conference or either side of it etc.  As we are not required to submit approved audited financial statements to the Charities Commission, CAN could have an AGM to approve the previous year's accounts in e.g. June of the following year. Then submit those to the CC as an update to the one submitted prior to the due date (31st December).
3. But if the members think it is better to have audited and approved financial statements submitted to the CC, we would need to have an AGM prior to the end of December each year.  The rule would then have to be changed to: "An Annual General meeting shall be held each year within 6 months of CAN's balance date".
4. The other alternative is to remove the reference to the calendar year and leave the AGM to be held within 12 months of the end of June.  This would remove the driver for having an AGM each calendar year.  The rule would then would be changed to: "An Annual General meeting shall be held within 12 months of CAN's balance date".

The Committee recommends that Rule 5.1 be changed to:

5.1    An Annual General meeting shall be held within 12 months of CAN's balance date.

Existing Rule 5.2 "The treasurer shall present to the membership an audited statement of CAN's accounts for the preceding calendar year and those accounts shall be confirmed at the Annual General Meeting".

1. The accounts are now done for the financial year as per Rule 10.4 not the calendar year.  So proposed rule change is: "The treasurer shall present to the membership an audited statement of CAN's accounts for the preceding financial year and those accounts shall be confirmed at the Annual General Meeting".

The Committee recommends that Rule 5.2 be changed to:

5.2    The treasurer shall present to the membership an audited statement of CAN's accounts for the preceding financial year and those accounts shall be confirmed at the Annual General Meeting.

Existing Rule 5.3 "The Annual Conference, which shall be a General Meeting, shall be held each calendar year for the election of Officers, Auditor and Members of the Committee."

1. No change is one option - However, there has been a push from some to have a CAN conference every second year and use the Walking & Cycling Conference as the focus for the other year.
2. The other alternative is to remove the reference to the calendar year and have the CAN Do along with the AGM to be held within 12 months of the end of June.  This would still allow the possibility of personal contact with the smaller local groups more than once every two years.  The rule would then would be changed to: "The Annual Conference shall be held within 12 months of CAN's balance date".

The Committee recommends that Rule 5.3 be changed to:

5.3   The Annual Conference shall be held within 12 months of CAN's balance date.

Existing Rule 5.4 "At the Annual Conference, the chairperson shall present a report of CAN's activities over the previous year and the Treasurer shall present a statement of CAN's accounts for the year ending 31December, duly audited."

1. Similar reasoning for the change to Rule 5.2. So proposed rule change is: "At the Annual General Meeting, the chairperson shall present a report of CAN's activities since the last Annual General Meeting and the Treasurer shall present a statement of CAN's accounts for the financial year ending 30 June, duly audited."

The Committee recommends that Rule 5.4 be changed to:

5.4    At the Annual General Meeting, the chairperson shall present a report of CAN's activities since the last Annual General Meeting and the Treasurer shall present a statement of CAN's accounts for the financial year ending 30 June, duly audited.

Existing Rule 7.3 "The Officers and the elective Members of the Committee shall be elected by the Annual Conference and shall hold office until the next succeeding Annual Conference. Officers and Committee Members may be re-elected. The Annual Conference may co-opt additional Members with special skills to act on the Committee from time to time."

1. This rule indicates that the officers get elected etc at the Annual Conference not the Annual General Meeting which is not the case, they happen at the AGM usually held during the annual CAN Do. So proposed rule change is: "The Officers and the elective Members of the Committee shall be elected by the Annual General Meeting and shall hold office until the next succeeding Annual General Meeting. Officers and Committee Members may be re-elected. The Annual General Meeting may co-opt additional Members with special skills to act on the Committee from time to time."

The Committee recommends that Rule 7.3 be changed to:

7.3    The Officers and the elective Members of the Committee shall be elected by the Annual General Meeting and shall hold office until the next succeeding Annual General Meeting. Officers and Committee Members may be re-elected. The Annual General Meeting may co-opt additional Members with special skills to act on the Committee from time to time.

Existing Rule 10.5 "No Member or person associated with a Member of CAN shall derive any income, benefit or advantage from CAN where they can materially influence the payment of the income, benefit or advantage; except where that income, benefit or advantage is derived from professional services to CAN rendered in the course of business charged at no greater rate than current market rates."

1. A sentence has been left off the rules submitted in 2010.  The decision is whether to leave as is or change to include the last sentence as per the website version.  The website version reads: "No Member or person associated with a Member of CAN shall derive any income, benefit or advantage from CAN where they can materially influence the payment of the income, benefit or advantage; except where that income, benefit or advantage is derived from professional services to CAN rendered in the course of business charged at no greater rate than current market rates. Any income, benefit or advantage is to be used to advance the charitable purposes of CAN."

The Committee recommends that Rule 10.5 be changed to:

10.5     No Member or person associated with a Member of CAN shall derive any income, benefit or advantage from CAN where they can materially influence the payment of the income, benefit or advantage; except where that income, benefit or advantage is derived from professional services to CAN rendered in the course of business charged at no greater rate than current market rates. Any income, benefit or advantage is to be used to advance the charitable purposes of CAN.

Existing Rule 10.6 "CAN shall deliver annually to the Registrar, following approval by the Annual General Meeting, a statement containing at least the following particulars:

(a) The income and expenditure of the society during the society's last financial year.
(b) The assets and liabilities of the society at the close of the said year."

1. To keep our charitable status with the Charities Commission, CAN is required to file an annual return within 6 months of its balance date, i.e. by 31st December each year.  However, it is not a requirement of the Charities Act that this return is an audited one.  
2. An incorporated society that is also a registered charity is now only required to file with the Charities Commission, although you can if you want in addition file a return with the Companies Office.
3. So the proposed rule change is: "CAN shall deliver annually to the Charities Commission, following approval by the Committee, a statement containing at least the following particulars:

                   (a) The income and expenditure of the society during the society's last financial year.
                   (b) The assets and liabilities of the society at the close of the said year."

The Committee recommends that Rule 10.6 be changed to:

10.6     CAN shall deliver annually to the Charities Commission, following approval by the Committee, a statement containing at least the following particulars:

(a) The income and expenditure of the society during the society's last financial year.
(b) The assets and liabilities of the society at the close of the said year.

Existing Rule 12.1 "An auditor, who shall not be a Member of the Committee shall be appointed annually by the Members of CAN at the Annual Conference. The Auditor's remuneration shall be determined by the Committee."

1. This rule indicates that the auditors get appointed at the Annual Conference not the Annual General Meeting. So proposed rule change is: "An auditor, who shall not be a Member of the Committee shall be appointed by the Members of CAN at the Annual General Meeting. The Auditor's remuneration shall be determined by the Committee."

The Committee recommends that Rule 12.1 be changed to:

12.1     An auditor, who shall not be a Member of the Committee shall be appointed by the Members of CAN at the Annual General Meeting. The Auditor's remuneration shall be determined by the Committee.

The new Rules submitted to the Registrar for approval to include Rule 3.5 that was passed at the 2009 AGM for a one-off lifetime membership class.  The fee for which was set at the 2010 AGM.  The currently submitted Rules with the Companies Office do not include Rule 3.5 although it is shown on our website's set of rules.

The agreed updated Rules to be submitted to the Companies Office so the Registrar can approve as per Rule 6.3.

.