Notice of Annual General Meeting
Arc @ UNSW Limited
6th May 2025
Notice of Annual General Meeting
Notice is hereby given of the hybrid Arc @ UNSW Limited (Arc) Annual General Meeting (AGM).
Date: Wednesday 28th May 2025
Time: 5.00pm (AEST)
Location: University of New South Wales; Roundhouse Club Bar, Kensington NSW 2033 or via Zoom
Only valid Arc members* (or their proxies) may attend this meeting.
* You must be a valid member prior to the General Meeting to be eligible to attend and vote. This means that your projected graduation date must be 2025 or beyond by Tuesday 27 May 11.59pm. On-the-day renewals and/or sign-ups will not be accepted.
Agenda
1. ACKNOWLEDGEMENT OF COUNTRY
2. OPENING OF MEETING
3. ANNUAL GENERAL MEETING MEETING MOTIONS
3.1. PREVIOUS MINUTES
MOTION: THAT the minutes of the Arc@UNSW Limited Annual General Meeting, held on 28 May 2024, have been circulated, taken as read and confirmed.
3.2. PREVIOUS MINUTES
MOTION: THAT the minutes of the Arc@UNSW Limited Extraordinary General Meeting, held on 14 November 2024, have been circulated, taken as read and confirmed.
3.3. CONSIDERATION OF THE ANNUAL REPORTS:
a. The Financial Reports for the 2024 financial year (Jan 24 – Dec 24)
b. The Director’s Reports
c. The Auditor’s Reports
MOTION: THAT the Arc@UNSW Limited Annual Report for the 2024 financial year be adopted.
4. SPECIAL RESOLUTIONS: CONSTITUTIONAL AMENDMENTS A-C
4.1. CONSTITUTIONAL AMENDMENT A
MOTION: THAT clause 7.2(a) amended to read: “Without limiting any applicable provisions of the Corporations Act regarding general meetings of a public company, the Board must call and arrange to hold a general meeting on the request of 500 Members or 5% of the total number of Members, whichever is lower”.
THAT clause 7.15(b) amended to read: “at least 500 Members who are entitled to vote at a general meeting, whichever is lower”.
4.2. CONSTITUTIONAL AMENDMENT B
MOTION: THAT clause 7.23(e), “No person, whether a Member or Non-Member, may act as a proxy for more than one (1) Member with the exception of the Chair who may act as proxy for more than one (1) Member” is adopted into the Constitution.
4.3. CONSTITUTIONAL AMENDMENT C
MOTION: THAT clause 9.11 is amended to read: “The office of a Director is vacated if the Director
(a) ceases to be a Director or becomes prohibited from being a Director under the Corporations Act;
(b) resigns their office by written notice to Arc;
(c) is absent for more than three (3) consecutive meetings, excluding extraordinary meetings without leave of the Board if the Board so determines; or
(d) is removed from the office of Director by a resolution of Arc in accordance with section 9.10.”
5. OTHER BUSINESS
6. CLOSE OF MEETING
Constitutional Amendment Explanatory Memorandum
This Explanatory Memorandum has been prepared to provide Members with the necessary information to make an informed decision regarding the special resolutions proposed at Arc’s Annual General Meeting. The Arc Board recommends that Members vote FOR (in favour of) the proposed constitutional amendments.
CONSTITUTIONAL AMENDMENT A
- THAT clause 7.2(a) is amended to read: “Without limiting any applicable provisions of the Corporations Act regarding general meetings of a public company, the Board must call and arrange to hold a general meeting on the request of 500 Members or 5% of the total number of Members, whichever is lower”.
- THAT clause 7.15(b) is amended to read: “at least 500 Members who are entitled to vote at a general meeting, whichever is lower”.
Explanation
- The current minimum number of students required to call a General Meeting of Arc and/or add Resolutions to a General Meeting is 50 or 5%, whichever is lower. This has not been updated since Arc’s inception. When Arc’s original Constitution was drafted and executed, the organisation’s membership base was approximately 3,000 students, with five-year projections estimating growth to 5,000 members.
- While the original provision served its purpose for its time, Arc ended 2024 with over 50,000 members. Given this significant growth, the current provision of a minimum of 50 members no longer ensures that General Meetings are reflective of the broader student body’s interests.
- At the 26 March 2025 Arc Board Meeting, the Board resolved to support an amendment to adjust the minimum threshold to 500 Members or 5% of total membership (whichever is lower) to better align Arc’s governance with its current size and scope and ensure that major decisions are driven by a representative portion of the student community.
- Importantly, the Board’s proposal retains a clear minimum threshold, rather than relying solely on a percentage. This reflects Arc Board’s ongoing commitment to empowering students and preserving members’ ability to shape Arc’s direction. This approach balances best-practice governance with maintaining student voices at the centre of Arc.
- Arc Members have a range of accessible and effective ways to raise concerns, share ideas, and help shape Arc as an organisation, well before a General Meeting becomes necessary. See below for a brief summary of current pathways.
- Arc regularly runs various Surveys throughout the year to hear directly from the student body and ensure your voices help shape what we do. Each year the Arc Membership survey plays a key role in gathering insights directly from our members, with results directly influencing Arc’s priorities for the year ahead and informing our longer-term Strategic Plan. Keep an eye out for these surveys in your inbox, and for our Suggestion Box volunteers on-the-ground throughout term.
- Arc Board is made up of sub-committees which focus on specific areas of the organisation. Arc Board’s Student Development Committee (SDC) is responsible for oversight of student programs, initiatives and bodies, and is dedicated to ensuring Arc’s student offering truly reflects what students both want and need. The SDC is led by a student Director on the Arc Board, and you're welcome to reach out to them directly sdc.convenor@arc.unsw.edu.au
- In most cases, the best way to share feedback, ideas, or concerns is by reaching out directly to the relevant department. This ensures your message gets to the people who know the most and can either respond or redirect it appropriately. We know Arc has a lot of different moving parts, and it’s not always obvious who to contact, so if you’re ever unsure, just drop by for a chat or send us a message via Visit Us or Write to Us (see below).
- Arc Clubs has the largest touch-point with students at UNSW, so it’s not surprising that much of the feedback and suggestions we receive relates to Arc Clubs and Societies. The Arc Clubs team is well equipped to support you, whether it’s a suggestion, question or concern. You can visit the Arc Clubs Office or email the Clubs Team (clubs@arc.unsw.edu.au) and they will direct you to the most appropriate avenue for your query.
- Write to us! If you’re unsure where to go or who to talk to, Arc’s dedicated inbox – feedback@arc.unsw.edu.au – is available for you to email us. We’ll respond and work with you to ensure your feedback is directed to the right place.
- Visit us! If you’ve got any questions about Arc, feel free to visit Arc Reception and we’ll point you in the right direction.
- The Student Representative Council (SRC) and Postgraduate Council (PGC) exist to advocate for students across a range of issues, both to the University and Arc. Members within each Council are responsible for representing specific demographics and study disciplines, as well as the broader student population. The Presidents of each Council are also Directors of the Arc Board and are therefore well equipped to bring significant issues, trends and insights to the Board for discussion. You can reach out to your student representatives here: SRC & PGC
CONSTITUTIONAL AMENDMENT B
- THAT clause 7.23(e) is adopted into the Constitution: “No person, whether a Member or Non-Member, may act as a proxy for more than one (1) Member with the exception of the Chair who may act as proxy for more than one (1) Member”.
Explanation
- The Corporations Act Section 249X dictates that Members must be given the option to appoint a proxy for General Meetings of Members.
- Legal advice has recommended that Arc clarify the capacity for Members or Non-Members to only hold one (1) proxy, whilst retaining the capacity for the Arc Chair to hold multiple.
- The Proxy clause was updated in 2024 to allow the Chair to hold multiple proxies, creating flexibility for students to submit their votes without being required to attend General Meetings. Following this amendment, Arc has received various clarifying questions regarding the treatment of proxies. Arc Board believed it pertinent to include clarification within the Constitution.
- This clarification supports transparency and simplifies proxy management, making vote counting and meeting procedures clearer and more efficient for both members and organisers.
CONSTITUTIONAL AMENDMENT C
- THAT clause 9.11 is amended to read: “The office of a Director is vacated if the Director
(a) ceases to be a Director or becomes prohibited from being a Director under the Corporations Act;
(b) resigns their office by written notice to Arc;
(c) is absent for more than three (3) consecutive meetings, excluding extraordinary meetings without leave of the Board if the Board so determines; or
(d) is removed from the office of Director by a resolution of Arc in accordance with section 9.10.”
Explanation
- The proposed amendment does not introduce any new criteria for Directorship, it simply clarifies that a Director’s Office is deemed vacant automatically upon meeting specific conditions already outlined within the Constitution, rather than requiring the Director to take action.
- This Constitutional Amendment was proposed following legal advice received to provide clarity around the intention and interpretation of the Vacation of Office of Director clause.
Voting & Proxies
Voting by proxy
A Member is entitled to appoint a person as the Member's proxy to attend and vote at the Extraordinary General Meeting instead of the Member, in accordance with clause 7.23 of the Company's constitution. A proxy need not be a Member of the Company. The linked proxy form should be used for this purpose.
The proxy form must be signed by the Member or the Member’s attorney, duly authorised in writing. Capitalised terms used in the enclosed proxy form and not otherwise defined herein shall have the meanings given to them in the Company's constitution.
An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where the instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument.
An instrument appointing a proxy may specify that the proxy is to abstain from voting in respect of a particular resolution and, where the instrument of proxy so provides, the proxy may not vote in respect of the resolution. Unless otherwise instructed, a proxy may vote or abstain from voting as they think fit.
An instrument appointing a proxy is taken to confer authority to demand or join in demanding a poll.
To be valid, the instrument appointing the proxy and the power of attorney (if any) under which it is signed (or a certified copy of it) must be received at the Company’s registered office or electronic address specified below, with the time specified below for that method of service:
| Method of service | Address for service | Time for service | |
| By hand | To the Company's office: Arc Reception, Gate 5 High Street, UNSW Kensington | 5PM Monday 26th May 2025 | |
| By email | To the Company Secretary via: ceo.admin@arc.unsw.edu.au | 5PM Monday 26th May 2025 |
Voting at the meeting
In accordance the Company’s Constitution, each Member present at the Extraordinary General Meeting has 1 vote on a show of hands and 1 vote on a poll. Voting will take place in accordance with the Constitution and otherwise in a manner directed by the Chair of the Extraordinary General Meeting.
Attendance & Meeting Instructions
In person
1. Arrive by 4.45pm, for a 5.00pm start. Once the meeting has commenced, in-person latecomers may not be permitted entry. Admission of in-person latecomers will be at the discretion of the Chair of the Board.
2. An Arc staff member will check your Arc membership.
3. The meeting will not commence until quorum is reached. The Chair will keep you updated.
4. Please do not leave until the meeting has concluded.
5. There are three (3) motions and three (3) special resolutions that will be put forward at this meeting. The motions will be read by the Chair. You will be able to vote FOR, AGAINST or ABSTAIN.
Online
1. Join the meeting via the Zoom app. You will not be able to participate in the voting component of this meeting using Zoom via web browser.
2. Ensure that you have registered in advance.
3. You will receive an email from Zoom with the title “Arc UNSW 2025 Annual General Meeting Confirmation” when your registration is approved. This email will contain your link to enter the AGM. Do not forward this link to others.
4. The meeting will not commence until quorum is reached. The Chair will keep you updated.
5. You may enter the meeting from 4.45pm (AEST). Please ensure you have logged in by 5.00pm (AEST). Please do not leave the Zoom meeting until the meeting has concluded.
6. There are three (3) motions and three (3) special resolutions that will be put forward at this meeting. The motions will appear as separate polls with the option to vote FOR, AGAINST, or ABSTAIN. Ensure that you click ‘SUBMIT’ after voting.
7. All attendees will be muted, however you may participate in this meeting by typing your questions/ comments in the Q&A section.
- If you submit a question/ comment using the Q&A function, a staff member will respond to you as soon as possible.
- Anonymous Q&A will not be available.
If you have any questions prior to the AGM, please email ceo.admin@arc.unsw.edu.au.
We look forward to seeing you at the 2025 Arc Annual General Meeting.
