FTAA AGM and Constitutional Changes – May 2012

30 May 2012

Minutes of the Annual General Meeting of FTAA Australia Inc held at the Sandringham Yacht Club, Sandringham on Thursday 12th April 2012.

1. Present and Apologies

Present : Paul Habojan, President (in the chair), Philip Strong, Acting Treasurer, Peter Bush, Executive Officer plus 34 members as per the attendance register.

Apologies : Paul Harris, Tom Mascara, Maree Foran, Geoff Smithers, Sandra Grogan, Trevor Collins, Tony Zipper, Jenny Kings, David Lynas, Jane McCulloch, Andrew Sullivan, Brad Voysey.

Proxy Forms received from : Paul Harris, Tom Mascara, Maree Foran, Geoff Smithers, Sandra Grogan, Trevor Collins, Tony Zipper, Jenny Kings, David Lynas, Jane McCulloch,

2. Minutes of the previous AGM held on the 5TH MAY 2011 were adopted ( Proposed David Vernon, Seconded David Gill).

3. Matters Arising ÔÇô there were no matters arising.

4. The FTA Australia ÔÇô PresidentÔÇÖs Report 2011 was tabled and read by the President. The Report was adopted as presented.

5. FTA Australia ÔÇô TreasurerÔÇÖs Report and Audited Financial Statements 2011 were tabled and presented by the Acting Treasurer.

6. In accord with the Associations Incorporation Act, the following resolution has been passed by the Committee of Management of FTA Australia Inc :
“That the audited financial statements be approved and submitted to the AGM of members together with a Section 30(3) statement to be signed by the Public Officer in accordance with the resolution”.

7. After consideration of the Audited financial statements the following Resolution is put to the meeting :
“That the Audited FTA Australia Inc Financial statements for the year ending 31/12/2011 be received and adopted and then sent to the Registrar- Association Incorporation Office”

Proposed David Vernon, Seconded Christa Lingham, passed unanimously.

8. FTAA Constitution Changes
a. Discussion on these changes (Draft Constitution incorporating these proposed changes has
been supplied to the Voting Delegates of member Companies).
b. Voting on these proposed changes ( by show of hands, proxies, email and postal votes)
(i) Proposal 1 – Simplification of Aims and Objects
PROPOSED Martin Eagle, SecondedDavid vernon, Passed Unanimously (31 Votes)
(ii) Proposal 2 – Adjustments to grammatical errors, ommissions and naming of items
PROPOSED Peter Caddy, Seconded Rob Richards, Passed Unanimously (31 Votes)
(iii) Proposal 3 – Clarification of levels of members
PROPOSED Del Teesdale, Seconded David Gill, Passed Unanimously (31 Votes)
(iv) Proposal 4 – Add item to allow Alternate members
PROPOSED David Gill, Seconded Jeroen Rens, Passed Unanimously (31 Votes)

Proposed Changes to the ÔÇ£Constitution & Rules of the Food Technology Association of Australia Incorporated (FTA Australia) (FTAA)

PROPOSAL 1

ÔÇ£Simplification of the ÔÇ£Aims and ObjectsÔÇØ of the Association to be clearer as to the purpose of the Association ÔÇ£
These have been simplified and broken into two sections being ÔÇÿPrincipalÔÇÖ and ÔÇÿManagementÔÇÖ.

PROPOSAL 2

ÔÇ£Make adjustment to grammatical errors and omissions and renumbering and naming of items as required for continuity within the constitution as followsÔÇØ

(1) Description – Line 2 insert the ÔÇ£aims and objectsÔÇØ

(2) Interpretation – Ordinary Member ÔÇô delete ÔÇÿ21ÔÇÖ insert ÔÇÿ26ÔÇÖ

(10.) Resignation & Expulsion of a Member
10 (a) (iii) Start new line at ÔÇÿif the committee _____ÔÇÖ so that (a) & (b) make sense.

(10)(b) Change ÔÇÿSub-clause (i)ÔÇÖ to ÔÇÿSub-clause 10(a)

10(b) (i) Change to ÔÇÿ_____member, noticeÔÇÖ
Change Sub-clause (iii) to Sub-clause (c)

10(c) Change Sub clause (i) to sub clause (a)
10(d) Change ÔÇÿSub clause (ii)ÔÇÖ ÔÇÿSub clause (b)

____________
10(f) (g) & (h) -> in wrong area -> move to 14 (f), (g), (h)

(13) delete use of number ÔÇô this will become a ÔÇ£vacant numberÔÇØ

(14) ÔÇô insert heading and description as per previous Rule 13 ÔÇ£ Special General MeetingÔÇØ

-New items 14 (f), (g), (h) -Where the term ÔÇ£general meetingÔÇØ is used replace with ÔÇ£special general meetingÔÇØ

-14(a) Simplify – Delete ÔÇ£but for this sub clauseÔÇØ

– change 14(f) ÔÇ£21 daysÔÇØ to ÔÇ£28 daysÔÇØ
– change 14(d) ÔÇ£One MonthÔÇØ to ÔÇ£28 daysÔÇØ

15 Notice of Meeting
Change to Notice of Annual Meeting
15(a) there are two sub clause (a)ÔÇÖs
Delete first sub clause (a) totally , is not relevant

Second Sub clause (a)
Change ÔÇ£14 daysÔÇØ to ÔÇ£28 daysÔÇØ

15(b) Add ÔÇ£except as per sub clause 15(c)ÔÇØ

15 (c) add In — any business ÔÇ£or special resolutionÔÇØ before a meeting

Change ÔÇ£MayÔÇØ to ÔÇ£MustÔÇØ
Add the Secretary, ÔÇ£21 days prior to the date of the Annual MeetingÔÇØ

Change ÔÇ£whoÔÇØ to ÔÇ£The SecretaryÔÇØ

Add in — receipt of the notice ÔÇ£and notify each member of the Association of the nature of the business or resolution not later than 14 days prior to the date of the annual meetingÔÇØ

19 Replace the word ÔÇ£questionÔÇØ with ÔÇ£resolutionÔÇØ

20(a) Replace the word ÔÇ£questionÔÇØ with ÔÇ£resolutionÔÇØ

(c) Replace the word ÔÇ£questionÔÇØ with ÔÇ£resolutionÔÇØ

21 questions or resolutions without notice at meetings
Delete entirely to avoid any issues

Proceedings of Meetings ÔÇô
Change heading to ÔÇ£16.-23 -Procedures for Annual and Special General MeetingsÔÇØ

In rules 16-22
– Where the words ÔÇ£General Meeting: occurs, delete ÔÇ£generalÔÇØ for continuity

-Rule 16(a) delete not required
– Renumber 16 (b), (c), (d) as 16 (a), (b), (c) respectively.

22 ÔÇô Change number to 20(d)

Insert the following headings for clarity
16. ÔÇ£TransactionsÔÇØ
17. ÔÇ£ChairmanÔÇØ
18.ÔÇØProceedingsÔÇØ
19. ÔÇ£ResolutionsÔÇØ
20. ÔÇ£VotingÔÇØ
23. ÔÇ£ProxiesÔÇØ
Note ÔÇô 21 and 22 are now vacant numbers

Rules 24- 28
Insert Headings as follows
24. ÔÇ£ManagementÔÇØ
25. ÔÇ£OfficersÔÇØ
26. ÔÇ£CommitteeÔÇØ
28. ÔÇ£VacanciesÔÇØ
Technical Committee by laws
Rule 41(e) – 2nd line ÔÇô delete ÔÇ£appointÔÇØ insert ÔÇ£co-optÔÇØ
End Paragraph – Insert ÔÇô ÔÇ£as per the guidelines set out in 4(d)ÔÇØ

PROPOSAL 3

ÔÇ£ Clarify the level, types applications for membership to better reflect the positions of membership and rights within the AssociationÔÇØ

(4) Membership
(a) Full Members, ÔÇÿCompanies or personsÔÇÖ
delete ÔÇÿfirmÔÇÖ & ÔÇÿorganisationsÔÇÖ as these terms are not required

(c) Honorary Member ÔÇÿ- replace totally with ÔÇÿHonorary Life MemberÔÇÖ –
Insert ÔÇôÔÇÿ
(c). Honorary Life Members who are persons duly elected by resolution of not less than two thirds majority of the committee of management in recognition of distinguished service to the food industry and the Association. They shall have no voting rights but shall have all other privileges as afforded a Full member and the appointment shall be given suitable public acclaim.ÔÇÖ

(d) New ÔÇô ÔÇÿCo-opted memberÔÇÖ ÔÇô to clarify and allow individuals from government, etc sit on a committee but with no voting rights
Insert -ÔÇÿ
(d) Co-opted Member who are persons that may be invited to membership of the association by resolution of not less than two thirds majority vote of the committee of management.
Co-opted Members may act in an advisory manner on the Technical Committee but may not hold any Office of the association or position on the committee of management and shall have no voting rights on any matters of the association
All Co-opted Memberships are to be reviewed annually by the committee of management at their first meeting after the Annual General Meeting.ÔÇÖ

(5) Application for Membership

(a) delete the word ÔÇÿfirmÔÇÖ

(h) DoesnÔÇÖt actually make sense. Replace totally with :-

All rights, privileges or obligations of a company, organization or person, by reason of membership.
(i) Are not transferable to another company, organisation or person
(ii) Terminate upon cessation of membership by resignation or otherwise.

PROPOSAL 4

ÔÇ£Add a new item that allows the committee of management to nominate an alternate member to sit in their stead on Committee of management meetingsÔÇØ

Committee of Management Proxies
New item 26 (d) Add: –

That the Committee of Management elected members may formally nominate Alternate (ALT) Company Representatives who may represent the elected committee member at a Meeting with full voting rights of an ordinary committee member in the absence of the elected member.
Excepting that any special powers of the elected executive remain solely with the elected member
Each elected member may table their nominated ALT at a committee of management meeting for approval by a simple majority of the elected committee members.

END of proposed constitution changes

9. FTAA Education Foundation Fund. There was a presentation of progress made by the FTA Food
Science and Technology Working Group(FSTWG) following the publication of the Allens Survey last
year . The meeting is then asked to endorse the following proposal.

(a) Proposal 5 That the AGM endorse the establishment of a FST Development Foundation with
the purpose of raising funds for improving the skill base of FST Graduates in Australia.

It is proposed that funds be raised from Members and Non members in the Food Industry, Federal and State Government, Associations and other like organisations for investment into programmes at Secondary School level, for scholarships and activities at tertiary level and for co-ordination of industrial training of FST students to improve their skill base upon graduation.

PROPOSED Tim Nielsen, Seconded Martin Eagle – PASSED Unanimously

9. Committee of Management Nominations for 2011/12. The secretary read the names of Committee members for which duly completed nomination forms had been received. No election was required.

Jeroen Rens President
Del Teesdale Vice President
Tim Nielsen Treasurer

Peter Caddy
Sharon Driscoll
Martin Eagle
David Gill
Paul Habojan
Philip Strong
Wayne Stuchbery
Andrew Sullivan

The Outgoing President congratulated the incoming committee, wished them well and handed over to the new President Jeroen Rens.

10. General Business

10.1 Appointment of Auditors – Charman and Partners were Appointed as the Association Auditors for the Current year 2012. PROPOSED Martin Eagle, Seconded David Vernon ÔÇô passed unanimously.

10.2 Presentations. A formal presentation of Honorary Life Member was made to Quinton Wilkinson

11. The Meeting closed at 17.43pm followed by Drinks and Snacks.

FTAA
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