Notice of 2022 Annual General Meeting
Dear Member,
On behalf of the Board, it is my pleasure to invite you to the 2022 Annual General Meeting (AGM) of the Australian Information Security Association (AISA), which will be held at 5:30pm (AEDT) on Wednesday 14 December 2022 as a hybrid virtual and physical event across the country.
Proposed Changes to the AISA Constitution
In 2013, the AISA membership approved a new Constitution and subsequent registration of AISA as a charity.
The AISA Board has approved the expansion of charitable activities to include the creation of a new scholarship fund. AISA intends to expand its activities by establishing and operating a scholarship fund that, following an initial seeding by AISA, will accept public donations and dispense scholarships to individuals who are Australian citizens or permanent residents and:
1. identify as women;
2. ordinarily (with the exception of any period of study) reside in a rural or regional area of Australia;
3. are financially disadvantaged or are experiencing financial distress; or
4. identify as Aboriginal and/or Torres Strait Islander Australians.
In order to establish the scholarship, it is necessary to alter the AISA Constitution to satisfy the governance requirements of both the Australian Tax Office (ATO) and the Australian Charities and Not-for-profits Commission (ACNC).
Additionally, the Associations Forum has provided an independent review of the AISA Constitution with recommendations for improvements in the nine years since it was last updated. These recommendations have been reviewed and where appropriate adopted in the proposed changes.
The change of the AISA Constitution requires a special majority of members at the AGM to vote in favour of the changes (75%).
The amendments will be broken down into discreet sections for full transparency and to enable members to vote for each change. This means there will be 10 sections to vote on by members. While AISA understands 10 is a lot, it was best to allow members to vote on them individually as opposed to voting on the changes as a single block.
Outline of changes
1. Improve AISA’s governance at the board level:
• Inclusion of an Independent Ethics Committee (IEC)
• Establish Executive Advisory Board for Cyber (EABC) in the Constitution
• Removal of chairperson casting a second vote to break a tie
• Establish Board Nominations Committee (BNC)
• Update quorum to be 50% of directors holding office
• Update ratio of elected to appointed board directors.
2. Improve AISA’s governance as an organisation to comply with ACNC.
3. Enable Deductible Gift Recipient (DGR) status so AISA can disperse scholarships as promised in 2019.
Next Steps
1. Read the information on these changes in Annexure A to the Notice of Meeting (see below)
2. Vote at the AGM
3. Gain approval from the ATO
4. Implement the scholarship fund
5. Agree first round of scholarships.
I look forward to welcoming you to AISA’s 2022 AGM.
Alex Hoffmann
Deputy Chair
Notice is hereby given that the 2022 Annual General Meeting (AGM) of the Australian Information Security Association ACN 166 767 399 (AISA) will be held at 5:30pm (AEDT) on Wednesday 14 December 2022.
To enable as many members as possible to participate in the meeting, the 2022 AGM will be held as a hybrid virtual and physical meeting. Members will be able to attend online or at the in-person venues in most states and territories.
Members must register their attendance below by 5pm (AEDT) on Friday 9 December 2022.
Registered attendees will receive a link to attend the AGM meeting via Zoom on Wednesday 14 December 2022.
Voting will occur by a show of hand (both in person and on Zoom). Members voting by proxy will need to submit a proxy voting form by close of business on Friday 9 December 2022.
The Notice of the Meeting can be downloaded here
To Register
Please register via the links below for your State or Territory. If you are a member of the Cloud branch, please register for the State or Territory where you will be located at the time of the AGM.
Australian Capital Territory
New South Wales
Northern Territory
Queensland
South Australia
Tasmania
Victoria
Western Australia
Questions
Members should submit questions in advance of the meeting via email to [email protected] by Friday 9 December 2022. The AGM Chair will endeavour to address the key themes raised during the meeting. Please note that individual responses will not be sent to members.
The AGM will be held in accordance with the AISA Constitution.
Agenda
1. Opening address by the AGM Chair
2. Note the acceptance of the minutes from the 2021 AGM
The minutes from the 2021 AGM can be viewed here (member login required)
3. Note the Annual Report
4. Note the Auditor’s Report
The 2021-22 auditors report can be found here (member login required)
5. Voting for the Constitution changes
To consider and, if thought fit, to pass the following resolutions as special resolutions:
“That the amendments to section 4.6 of the Constitution tabled at the meeting (which was made available through the notice calling this meeting), be adopted.”
“That the amendments to section 5.6 of the Constitution tabled at the meeting (which was made available through the notice calling this meeting), be adopted.”
“That the amendments to section 6.1 of the Constitution tabled at the meeting (which was made available through the notice calling this meeting), be adopted.”
“That the amendments to section 6.6 of the Constitution tabled at the meeting (which was made available through the notice calling this meeting), be adopted.”
“That the amendments to section 8.1 of the Constitution tabled at the meeting (which was made available through the notice calling this meeting), be adopted.”
“That the amendments to section 8.2 of the Constitution tabled at the meeting (which was made available through the notice calling this meeting), be adopted.”
“That the amendments to section 8.3 of the Constitution tabled at the meeting (which was made available through the notice calling this meeting), be adopted.”
“That the amendments to section 8.13 of the Constitution tabled at the meeting (which was made available through the notice calling this meeting), be adopted.”
“That the amendments to Part G Section 11 and minor related updates throughout the Constitution in relation to Part G of the Constitution tabled at the meeting (which was made available through the notice calling this meeting), be adopted.”
“That the amendments to the dictionary of the Constitution tabled at the meeting (which was made available through the notice calling this meeting), be adopted.”
Detailed information on the Constitution changes can be found in
- Annexure A
- Draft AISA Constitution incorporating proposed pages.
By order of the Board
Chloe Hatzis
Company Secretary
Information for Members
Voting
Voting at the Annual General Meeting will be available to all AISA members present at the meeting.
Voting will be by a show of hands.
Appointment of Proxies
A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on their behalf. A proxy need not be a member of AISA.
Members are encouraged to submit a proxy even if they plan to participate in the meeting online, so that their vote will be counted if for any reason they are unable to attend or to vote at the meeting. If a member submits a proxy and then attends the meeting, the proxy will not be permitted to vote on that member’s behalf.
We take members’ voting rights seriously and believe that if a member clearly indicates an intention for his or her vote to be exercised in his or her absence by completing and lodging a proxy form, then we should do what we can to make sure that this happens. With this in mind, if you do not complete the name of the proxy on the provided proxy form, then we will take it that you have appointed the AISA Chair as your proxy.
If a member appoints the Chair of the meeting as their proxy (or the Chair is appointed by default if the member has not filled in the name of their proxy in their proxy form) and no direction is provided in relation to a resolution, the member authorises the Chair to exercise their proxy as the Chair sees fit in relation to that resolution. The Chair of the meeting intends to vote all available proxies in favour of the proposed resolution.
If a member appoints a proxy (other than the Chair of the meeting) and directs them how to vote on a resolution and their named proxy does not attend the meeting or does not vote on the resolution on a poll, the Chair of the meeting will be their proxy and will vote on their behalf on a poll as they have directed on the proxy form. If a member has not directed their proxy how to vote, then the proxy may vote as the proxy determines.
Lodgement of Proxies
Proxy form can be found here.
To be effective, a proxy form or other instrument appointing a proxy must be signed by a member or a member’s attorney and must be received (along with the power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority) by AISA by 5.00pm (AEDT) on Friday 9 December 2022.
Completed proxies may be submitted:
by post to the Australian Information Security Association, Level 8, 65 York Street, SYDNEY NSW 2000; or
by lodging the proxy via email to [email protected]
(If the proxy form is signed by an attorney, the original power of attorney or certified copy of it must be received by post or hand delivery no later than 48 hours prior to the AGM, unless it has been previously given to AISA.)