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Leon
Leon, Solicitor
Category: Australia Law
Satisfied Customers: 42671
Experience:  BEc Dip Ed, Dip Law (SAB) MTax (UNSW)
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I am a member of a non-for-profit professional association.

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I am a member of a non-for-profit professional association. It has a board, a president, a paid ceo and 30 paid staff. Is it possible to propose a vote of no-confidence in the ceo and president at, say, an AGM? What is the process? Can you please point to an URL for more information? Thanks for your help. Glenn
JA: What state are you in? It matters because laws vary by location. Has anything been filed or reported?
Customer: I'm in WA, but it is a national association. There is no suspicion of illegality, just that they don't represent what the members want ...... both have held their positions for years and have become out of touch with members.
JA: Anything else you want the lawyer to know before I connect you?
Customer: Not sure. Just need an idea of process.

My name is ***** ***** I am a NSW Solicitor. I will do my best to assist you with your question.

Good Afternoon

You have to look at the constitution and see what that says first.

If it is silent you have to look at the registered association legislation in WA

You will need a majority of members to pass the motion. It has to be raised at the AGM and approved by the majority of members before voting.

Here is the model rules from the department of commerce WA

https://www.commerce.wa.gov.au/publications/model-rules-associations-2016

Here is the act for you

http://www.austlii.edu.au/au/legis/wa/consol_act/aia2015307/

I hope this makes sense and is of assistance. if there is nothing further

thank you for using my services.

If I have missed anything, or you have any further questions please let me know

If there is anything else in the future please do not hesitate to ask.

Please do not forget to leave positive feedback.

Regards

Leon

Customer: replied 13 days ago.
Leon,
This association is a company limited by guaranteed under the ACT corporations law. I cannot find anything in the constitution about a process of implementing a vote of no confidence in the CEO. The association constitution says: "The Board may engage all such officers and employees as it may consider necessary." ..... which suggests that the board makes all the decisions on employee worth, not the members. Is there something the members can still do?I can send the constitution if that helps.
Glenn

Good Morning.

In that case you have to look at the corporations Act

http://www.austlii.edu.au/au/legis/cth/consol_act/ca2001172/

It is a commonwealth act not an act of the ACT

That is correct about what the clause you sent me. Is the CEO a member of the board?

Customer: replied 12 days ago.
There are 8 board members.
The CEO is not a board member.

The board can sack the ceo.

You have to as a member put in a special resolution asking the board to sack the CEO and this will be put to the AGM

The members have a right to dismiss the board and put in new board members.

But this has to all be in a resolution at the next AGM

If you wish to call an extraordinary AGM then look at the constitution and see what has to be done and you as members can call a meeting.

Customer: replied 11 days ago.
Leon, you are not forgotten ..... there are a few people interested in this answer re AGM, special resolution etc .... there may be another question ....... independent of all else I shall give a rating and sign off by Monday ..... as I say, I'm asking on behalf of others and trying to navigate the constitution etc. Hope that ok.

Good Afternoon

yes that is fine.

Customer: replied 10 days ago.
Leon
Can you please look at the attached two screenshots.
If we want a special resolution as you suggest, do the screenshots indicate that we need to give three weeks notice (agm not til next May, so plenty of time)?
Is it then normal for the association to request proxy votes (for and against the resolution) via a mail out? (As well as including a show of hands at the agm)
Does it appear that a simple majority will carry the vote?
Thnx for your help.
Glenn

You should give the notice so that it is done correctly.

Raining it at the AGM without people knowing is going to be an issue and you may lose.

It is on a majority vote.

Leon and other Australia Law Specialists are ready to help you
Customer: replied 6 days ago.
Thought I had rated and paid, but keep getting reminder emails. Hopefully when I press 'send' that will stop. Thnx Leon, wherever you are. G

You have and there is nothing further to be done. I will pass on a message to the administrators.