Legal answers to your questions about the Vote

Here are our lawyer’s responses to some questions about the General Meeting on June 6th.

  1. How can we ensure they hold a POLL for the vote and not just a show of hands? 

Generally, a vote at a general meeting is by a show of hands. When done by a show of hands, proxies aren’t counted, and it is just the votes of people at the meeting. But a poll can be demanded, which according to the APS Constitution must be done by at least five Elected Members (i.e. Fellows, Members or Associate Members). If a poll is demanded, then the votes are cast in writing, and proxies will be counted.

If a poll is not demanded at the general meeting, upon declaration by the chairperson the decision of the show of hands will be binding as a resolution of the meeting.

If a poll is demanded, in accordance with the APS Constitution, the chairperson of the meeting must declare it and the poll will take place at a time that the chairperson directs.

The chairperson will decide whether the poll is to take place then and there at the meeting at which it has been demanded or after the meeting has adjourned.

On a poll, every Elected Member has one vote and each vote may be given personally or by proxy. The chairperson decides how long the poll will remain open for the receipt of votes and the result of the poll will be deemed to be the resolution of the meeting at which the poll was demanded.

This means that RAPS should ensure it has at least five members present at the meeting, in order that it can demand a poll when the time comes to vote on the resolutions so it’s proxies can be counted. 

A poll should be demanded before the vote is taken. But a poll can also be demanded before the voting results on a show of hands is declared, or immediately after the results of a vote on a show of hands.  

  1. Can we demand (and achieve) that the APS employs an independent external scrutineer for this vote?

Unfortunately no. The APS Constitution provides that a poll is taken in such a manner as the chairperson directs. There is no requirement in the APS Constitution or Corporations Act for the board to appoint an auditor, and no power on the members to demand one.

  1. Please confirm that for every proxy we get, they have to get three (3).

The APS needs 75% of the votes to pass the resolution to change the APS Constitution (as set out under 3 (i) of the Agenda). This means that you need more than 25% of the votes to stop the change, i.e. more than 1 in 4 of the votes.

Noting our comments above under Question 1 about proxies – the APS will need to have more than 3 times as many votes, including proxy votes, to make the change.

For the ordinary resolution (3 (ii) of the Agenda) only 50% is needed.

  1. There are two motions to be voted on – one a special resolution and a general one – will the proxies cover both? Should we instruct members about this?

The proxies will cover all votes, including both the special and general resolutions, put to a poll at the general meeting.

  1. Can we demand a right to put the No vote position and circulate our arguments against the governance change? Or speak on the day?

There is no express right for a member to speak at a meeting, however there is a general requirement that the chair person must act impartially and regulate the meeting so to give all persons who wish to speak a reasonable opportunity to do so.

A proxy has no special power to speak at a meeting, other than the power that a member would normally have.

A chairperson should not end a debate on a resolution over objection, unless they are satisfied that there has been a reasonable opportunity for the arguments on each side to be put.

A chair person should not require persons, entitled to be at a meeting, to leave a meeting so as to further the interests of the others present, unless, perhaps, the members asked to leave have acted in a disorderly or disruptive manner.

So you (and others) will be able to ask the chair person for an opportunity to speak at the meeting, but the chair person should give a fair opportunity for you to do so. If the chair person acts unfairly, and doesn’t give a fair chance for debate, then the ruling of the chair could be challenged in Court.

6. If there is not a quorum at a meeting what happens to those members’ votes?

The total members at the meeting will be the total of those meetings in each state – the meetings in each state aren’t separate meetings, but different parts of the same meeting. For example, if there are 20 people in Victoria, 20 in Sydney and 20 in Adelaide, there will be 60 people at the meeting. They will just physically be in different spots.

Therefore, for the purpose of determining whether there is a quorum for the meeting to proceed, the chairperson would count the total members present irrespective of where the members are physically located.

           7. What if I fill in my proxy incorrectly?

The constitution prescribes the words for the proxy  and stipulates that any proxy must “substantially” comply with those words.

If the member realises she has invalidated her proxy she can complete another one as she probably thought she was doing the right thing.

Or RAPS can submit it and allow the executive to decide.

8. Can I pass on my proxy to someone else?

A proxy cannot be passed on. If a Proxy No. 1 nominates Proxy No. 2 as their proxy, Proxy No. 2 will only have the one extra vote of Proxy No. 1, and not all the additional votes that Proxy No. 1 has.



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