Extraordinary General Meeting (EGM)

Notice of EGM

Notice of Extraordinary General Meeting  

Arc @ UNSW Limited 

Monday 10th October 2022 

Notice of Extraordinary General Meeting

Notice is hereby given of a hybrid Arc @ UNSW Limited (Arc) Extraordinary General Meeting (EGM) for the purpose of voting on the Special Resolutions set out in this notice.


Date: Tuesday 1st November 2022

Time: 5.00pm (AEST)

Location: University of New South Wales; Roundhouse Club Bar, Kensington NSW 2033 or via Zoom. 

If you wish to join via Zoom, please CLICK HERE to register. Registration for Zoom attendance is essential. Please ensure you download the zoom app prior to the meeting. If the above link does not work, copy and paste the following to your web browser: https://us02web.zoom.us/webina...


BUSINESS FOR THE MEETING

1. ACKNOWLEDGEMENT OF COUNTRY

2. OPENING OF MEETING

3. SPECIAL RESOLUTION – Amendments to Constitution

To consider, and if thought fit, pass the following as a special resolution. Amendments are marked up in the Company’s Constitution as set out in Annexure A to this document.

Special Resolution: Amendment to Constitution – Affirmative Action Amendments

THAT the Affirmative Action Clause (Section 9.3a,i) is amended to read: “Four (4) women and/or gender diverse students" AND THAT an update is made to the "Definitions" section of the Constitution to include: “Gender Diverse: A person whose gender identity, role, or expression differs from the cultural norms prescribed for people of a particular sex".

4. CLOSE OF MEETING


Proxies

If you are attending as a proxy, please see the instructions provided on the proxy form. A copy of the proxy form can be either collected and submitted via Arc Reception or submitted online via the Arc Website.


Attendance

Only currently Arc members (or their proxies) may attend this meeting. 


Special Resolution

Pursuant to section 7.7 of the Arc Constitution, Arc may amend its constitution by a Special Resolution passed at a general meeting of Members. All Resolutions are proposed as Special Resolutions. A Special Resolution is passed where at least 75% of votes are in favour of the resolution.


Steps to participate in the hybrid EGM – In person

1. Arrive by 4.45pm, for a 5.00pm start.

2. An Arc staff member will check your Arc membership.

3. Please adhere to the applicable NSW Health Guidelines.

4. The meeting will not commence until quorum is reached. The host will keep you updated.

5. Please do not leave until the meeting has concluded.

6. There is one (1) motion that will be put forward at this meeting. The motion will be read by the Chair. You will be able to vote FOR, AGAINST or ABSTAIN.


Steps to participate in the hybrid EGM - 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 2022 Extraordinary General Meeting Confirmation” when your registration is approved. This email will contain your link to enter the EGM. Do not forward this link to others.

4. The meeting will not commence until quorum is reached. The host will keep you updated.

5. You may enter the meeting from 4.45am (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 is one (1) motion that will be put forward at this meeting. The motion 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.


EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of this Notice of Meeting and should be read in conjunction with it. It has been prepared to provide Members with an explanation of the resolutions to be considered at the Extraordinary General Meeting ("EGM") of the Company and to assist members in determining how they wish to vote on those resolutions.

Special Resolution 1: Amendment to Constitution – Affirmative Action

The following changes are proposed to be made to the Constitution, as shown in the marked-up Constitution included as Annexure A with this Notice:

·   Section 9.3.a,i – Clause amended to read “Four (4) women and/or gender diverse students”

·   Definitions – Addition of definition “Gender Diverse: A person whose gender identity, role, or expression differs from the cultural norms prescribed for people of a particular sex".

The Arc Board encourages Members to vote in favour of the Special Resolution. The Board is proposing the Affirmative Action clause be amended and that 50% of the directly elected student director positions are required to be held by women and/or gender diverse students.

Consultation was undertaken before determining the definition of gender diverse as proposed to be included in the definition section.


ANNEXURE A

The Constitution of Arc@UNSW Limited



Further Information

For further information relating to the Extraordinary General Meeting, please see the below link, refer to Arc’s website, or contact ceo.admin@arc.unsw.edu.au.


We look forward to seeing you at the hybrid EGM.

**Any changes made to the EGM will be updated on Arc’s website

Arc Board

Company Secretary

Joelle Barallon