The Association of Sculptors of Victoria is an inclusive, not-for-profit collective of contemporary artists whose purpose is to inspire,stimulate and advance the appreciation, creation, and exploration of three-dimensional art in society.

REPORT ON PROPOSED AMENDMENT OF CONSTITUTION

An Extraordinary General Meeting of Members was called by the Chairman for Wednesday 15 October 2008 in the Boroondara Council Chambers. Members were circulated in advance with Notice of Extraordinary General Meeting by P Culshaw, in the absence of the Secretary, on Monday 15 September 2008, including with the Notice, instructions on postal votes and proxies, and reply paid postal vote and proxy forms. In addition, members had been advised of the proposed changes in the August newsletter for the Association, with website links given of locations of copies of the new and old Constitutions and a summary of differences. Members were also reminded of the proposals again by a Minority report in the September newsletter.
John Wooller opened the meeting on 15 October 2008 at 7.45 pm and noted that 19 members were present and this number did not constitute a quorum under the existing Constitution. He asked the meeting to wait for half an hour in accord with the requirements of the Constitution. The required half hour having elapsed he adjourned the meeting to 7.45pm Wednesday 22 October, at the same venue.
The Chairman advised the members that there was a resolution to amend and replace the Constitution before the meeting, moved by G Williams and seconded by P Culshaw, representing the results of study by the Sub-Committee on Constitution changes. He stated detailed information had been given to members and the members present at the meeting if they had questions on the proposed changes to the Constitution. Discussion revolved mainly around the change in membership structure from one involving artists with voting rights and associates with no voting rights, to one of ordinary members with interest in sculpture and voting rights. The Secretary stated the Constitution changes reflected the reality of the Association, but the question of classes of members was dependent on members finding a practical and acceptable formula of balancing interests of practicing sculptors with others.
The Extraordinary General Meeting of Members was reconvened by the Chairman at 7.45 pm on Wednesday 22 October 2008. John Wooller as Chairman noted that the 8 persons present did not initially constitute a quorum and asked members to wait half an hour in accordance with the Constitution. At 8.15pm, he noted that the 8 financial members present constituted a quorum under the Constitution, and declared the meeting open.
The Chairman then asked the Secretary to summarise the proposal to amend the Constitution. The Secretary stated that the number of changes seen as desirable obliged the Committee to package them, rather than burdening members with a series of changes at successive meetings. He outlined the defects seen by the Sub-Committee in the existing Constitution, and the advantages of the main changes proposed.
Discussion was led by J Rickards in opposing the proposed constitution, with particular emphasis on the membership clauses. She tabled an alternative proposal distinguishing Sculptor Member and Associate Member, with voting rights limited to Sculptor Members. She also emphasized the importance of retaining the deductible gift recipient status. Two members believe this may be jeopardised by the ASV adopting an unacceptable discipline process.
Further argument was made by M Meszaros that the Sub-Committee’s proposals were a fair reflection of practice in the Association, and by P Culshaw that the Constitution could be amended again subsequently.
The Chairman closed further discussion and stated the Sub-Committee Proposal to amend the Constitution would be put to a vote forthwith. He advised the meeting of the receipt of 29 postal votes and 7 proxies without direction from members.
Voting was recorded as follows:


In favour of proposal

Against proposal

Total

Persons present

8

1

9

Postal Votes

23

6

29

Proxies Awarded

5

2

7

Totals

36

9

45

Requirement of 75% for a special resolution under the Associations Incorporation Act 2001

34

11

45


J Rickards requested that her dissent be noted in the Minutes.
The Chairman declared that the Resolution to amend the Constitution was carried by a special resolution of members.
The Secretary emphasized that Consumer Affairs need to approve the Changes. J Bishop indicated interest in collecting member opinion on membership alternatives.
The Chairman terminated the meeting.
G Williams, Secretary

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