Notice of EGM and AGM 2024
Dear Member,
In line with our Constitution this is to advise you of the upcoming EGM and AGM of the members of Australian Passivhaus Association. The details of this meetings are as follows below.
EGM
November 28
Online
10:00am AEST
Please note that the key contact on your membership account as per the Glue Up Register will be asked to vote at these meetings. If you need to send a proxy we ask that you email admin@passivhausassociation.au to notify us for this to be managed.
Please see the notes related to the items that will be voted up on in this meeting below. voting for this below. Any questions should be emailed to ceo@passivhausassociation.au at least 5 days prior the meeting.
AGM
December 6
Online
10:00am AEST
Please note that the key contact on your membership account as per the Glue Up Register will be asked to vote at these meetings. If you need to send a proxy we ask that you email admin@passivhausassociation.au to notify us for this to be managed.
Please note that the meeting will provide an opportunity for members to review the following reports and vote on them.
CEO Report
Chair Report
Treasurer Report
Any questions should be emailed to ceo@passivhausassociation.au at least 5 days prior the meeting.
Background Notes for EGM
In late 2023 the Board Chair and CEO raised discussion with the Board regarding board size and tenure. The discussion explored the following key risks to the association:
Board member terms
Board size
The association has improved its Governance with structure around the distinctly different roles and responsibilities of the Staff and the Board. This has been achieved through:
The development of a Strategic Plan
The development of an Operational Plan
New and improved Board onboarding procedures
Extensive training of APA Board, Staff and Members in key roles – such as State Chapter Leads.
Structured reporting process which flows from the Members, State Chapters, Staff to Board.
Regular feedback loops for Staff, Members, Board and other stakeholders
Board size
The Board Assessed that most peer organisations (in industry and size) with well-functioning Governance had 5-8 Members with APA sitting at 10 members with 50% of them changing at the same time.
It was identified that ongoing risks in regard to recruitment, quality of discussion in board meetings and resource management for training. As such, in line with Clause 25.1.1 of the Constitution - “The number of directors comprising the Board will be 3 and no more than 10 Directors elected in accordance with this Constitution.” The Board voted that the Board number would decrease to address these issues. While no votes are required from the members on this matter, the information is relevant for context.
Board Terms
The role of a Board is to ensure that the CEO is leading the organisation in meeting its agreed strategic goals, making decisions about the Governance of an organisation and to be constantly looking into the future with a long-term lenses. In this role, context and long-term stability is important to ensure that a board can see through at least one, but ideally two strategic plans. This enables an organisation to make measured changes and risk assessments. Stable boards with long-serving, committed members will have the advantage of a thorough knowledge of the organisation and its mission. One could argue that if a member is long serving, they have a lot more than a passing interest in the group and its ongoing success. They know the history of the group and know what works – if the group is still functioning well.
The Board discussed this issue in 2023 and has voted that it would hold and EGM to seek the memberships support in amending the constitution to achieve stable turnover and appointment of Directors.
As such, we are seeking the members support to the following schedule of proposed changes to Constitution:
Change one: Clause 25.2.1
Existing Clause - Each elected Director will hold office for 2 years with their term commencing from the end of the Annual General Meeting at which he or she was elected until the beginning of the 2nd Annual General Meeting after their election.
Proposed New Clause - Each elected Director will hold office for 3 years with their term commencing from the end of the Annual General Meeting at which he or she was elected until the beginning of the 3rd Annual General Meeting after their election.
Change TWO: Clause 25.2.2
Existing Clause - Each elected Director may only hold office for a maximum of 5 consecutive years following their appointment following which he or she will retire for at least one year before being eligible for re-election.
New Clause - Each elected Director may only hold office for a maximum of 6 consecutive years following their appointment following which he or she will retire for double the duration of their tenure on the Board before being eligible for re-election.
CHANGE THREE: 25.2.6
New clause - To preserve continuity and maintain organisational stability, the Board can re-elect Directors for a maximum of a further one term, commencing at the begining of the 3rd Annual General Meeting after their election.