Annual General Meeting

Notice of Annual General Meeting 2020

The Annual General Meeting of Diabetes NSW will be held at 9.30am on Tuesday 17 November 2020 via zoom link. Details on how to register will be made available here soon.

Agenda

1. Welcome and Opening Remarks

2. Meeting Administration

    1. Attendance
    2. Apologies
    3. Proxies
    4. Confirmation of the Minutes of the Annual General Meeting held 3rd December 2019.

3. Chairperson’s Report

Mr Leo Tutt to speak to his Report.

4. Financial Report

To receive and consider the Financial Report (which includes the Financial Statement and the Directors’ Declaration), the Directors’ Report and the Auditor’s Report in respect of the financial year ending 30 June 2020. The Chair of the Finance, Audit and Risk Management Committee, Mr Ken Boorman to speak to this report.

5. Election of Directors

6. Other Business

7. Special Resolutions

a. Insert new clause 15.2A to allow for meeting of members by electronic means; and

b. Delete current clause 17.3 and insert new clause 17.3 to limit the tenure of directors to a maximum of 12 years plus 3 upon special resolution of the board and in accordance with the conditions referred to in the amended clause.

8. Close of Meeting

Business

1. To accept the Chairperson’s Report.

2. To accept the Financial Report, Directors’ Report and Auditor’s Report for the year ending June 2020.

3. To consider the following election of Directors:

In accordance with clause 17.3 of the Constitution the following 4 current Directors will be standing down by rotation at the Annual General Meeting:

i. Leo Tutt

ii. Geraldine Daley

iii. Nikki Wallis

iv. Phil Tuck

In accordance with clause 17.3(b) of the Constitution, the following Directors have offered themselves for re-election:

i. Geraldine Daley

ii. Phil Tuck

In accordance with clause 17.11 of the Constitution, there being fewer persons standing for election or re-election than vacancies, all of the following persons were deemed to be elected without the need for an election:

i. Geraldine Daley

ii. Phil Tuck

Proxies

Diabetes NSW Proxy Form

For use regarding resolutions and special resolutions at the Annual General Meeting to be held on 9.30am on Tuesday 17 November 2020, via zoom link.

Financial Members are entitled to appoint a proxy to attend and vote at the Meeting. A proxy is not required to be a Member.

To be valid, a proxy must be appointed in writing on the form attached to this notice and must be delivered to the registered office of Diabetes NSW (26 Arundel Street, Glebe). All proxy forms must be received by Diabetes NSW by 10 am on Friday 13 November 2020.

The proxy form may be returned in one of the following ways:

    • By post to the Company Secretary, Diabetes NSW Reply Paid 88923, Sydney, NSW 2001
    • By facsimile to 02 9566 4235
    • By email to cosecretary@diabetesnsw.com.au
    • In person to 26 Arundel Street, Glebe, NSW

Explanatory Memorandum

Explanatory memorandum and special resolutions

This explanatory memorandum forms part of the notice of meeting of Diabetes NSW (Company) dated and should be read in conjunction with the Notice.

The Notice contains important information concerning the business of the meeting and will assist members in understanding the process for voting on the business set out in the Notice.

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