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CEFPI AUSTRALIASIA REGION MINUTES
ANNUAL GENERAL MEETING No 6 Thursday 27 May 2010
at Perth Convention Centre 7.30 – 8.45am
1. President‟s WELCOME to Members and Special Guests
The President Philip Idle welcomed members to Perth, in particular Judith Hoskens, President CEFPI, John Ramsey, CEO CEFPI and Helen Murray, Administrator CEFPI Australasia Region
2. ATTENDANCE/APOLOGIES
J Sewell, B Litchfield, N Christie, J Phillips, J Mattiske, D Jenkins, G Lindsay, V Bok, H Cutting, A Tidswell, I Hore, E Lawrence, A Gehling, M Slavin, A Bunting, E Costa, R Bienvenu, P Doddrell, B Walsh, D Brown, R Leonard, R Collier, A Bennett, D Gulland, C Parker, G Kervin, C Wilson, J Ramsey, J Hoskens, P Bickerton, M Trotter, J North, J Chadwick, D O’Riley, I Winch, G Harding, S Law, H McGlashan, Pit Li Phan, A Gorey, M Neazor, J Dane, D Aukland, J Day, P Love, J Williams, L Mackintosh, P Rossen, A Pender, F Lewis, A O’Connell, D Kilpatrick
APOLOGIES: R Elliott Burns, T Gourlay, G Conway
3. CONFIRMATION of MINUTES AGM NO 5, Darwin 26 Sept 2009
Minutes Accepted. Moved - P Rossen Seconded – A Gehling
Confirmed
4. PRESENTATION of ANNUAL REPORTS
4a. President – „A New Future for CEFPI Australasia‟
History
CEFPI is an association of over 3500 members who share a common belief that we, as
professionals, can impact learning through improving where children learn.
Originating in North America the association has for years been concerned with the standards
and needs within the United States and Canada. However over the last decade there has been
an increased interest in these principles throughout Europe, Australasia and Asia.
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As CEFPI has grown limited resources have affected the ability of the International Office to
provide services that are valued by all members at all levels. Additionally the level of growth
necessitated a review of the structure of the International Board to ensure representation of all
members despite profession, geographic region and financial resources.
Governance Committee
At a strategic planning session held in Dallas, 2008, a Governance Committee was formed to
conduct an evaluation, analyse probable solutions and present recommendations to the
membership and Board of Directors. Philip Idle represented the Australasia Region on the
Governance Committee.
In March 2009 an Interim Discussion Report was sent to the Board and all regions. The
responses almost all favoured the current structure with some modifications.
Of particular importance to the Australasia Region was the offering of an affiliate program
for countries outside of North America.
Adopted Model
1. Existing chapter and regional structure would be maintained.
2. All non-US chapters and regions (including Canada) would be re-organised in accordance
with appropriate national laws.
3. All non-North American chapters and regions may be created as affiliates to the
international organisation.
4. All dues would be paid in local currency and in accordance with individual tax codes.
5. Uniform descriptions of responsibilities at the chapter, region and international levels would
be created.
6. Membership dues would be redistributed to all chapters and regions on formulae to be
determined.
Governance Implementation Committee
An Implementation Committee was formed to develop recommendations to the International
Board with respect to the implementation of eight recommendations of the Governance
Committee approved by the International Board on 25 September 2009 (two
recommendations related to the International Board composition and the composition of an
International Executive Committee).
The committee considered changes to the international By-laws, an Affiliate Status
Agreement between the Australasia Region and CEFPI International Headquarters, and
implementation sequences of the approved changes.
Andrew Pender and John Sewell represented the Australasia Region on the Governance
Implementation Committee.
Existing CEFPI Australasia Structure
CEFPI Australasia has operated under an unincorporated structure in its current format.
A company, CEFPI Ltd, had been formed in March 2004 but had not been active or utilised.
A Constitution was developed for this company and the company was registered.
The CEFPI Australasia Board made a decision in November 2009 to activate this company,
partly to enable insurance to be obtained for officers of the company.
CEFPI Ltd was registered on 1 January 2010; an insurance policy was made operative from
22 March 2010 to cover all officers of CEFPI Ltd. (this includes both the Region and Chapter
levels.)
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Affiliate Status Agreement with International
Negotiations have been conducted over the first few months of 2010 to agree on a
Memorandum of Understanding between CEFPI International and the Australasian Region.
The Agreement was ratified by the Region Board at a Board Meeting held Thursday April
15th
2010. This was then tabled by Jeff Phillips, International Director representing the
Australasia Region, at the subsequent International Board of Directors Meeting held Tuesday
20th
April (US time) and officially ratified.
The Agreement (Attachment No.1 ) will have a term of three years and has a review period
of six months prior to its expiry.
The requirements summarised are:
Upholding and advocating the value of CEFPI
Maintenance of brand standards of CEFPI
Access will be offered to members of the affiliate organisations to all CEFPI Conferences
Australasia will contribute to a periodic journal and will receive copies of the publications
Participation in Awards programs
Australasia would maintain a membership database, collect dues/subscriptions, maintain a
web-site and provide electronic communication to members.
The financial implications for this new arrangement are as follows -
Value and Costs
An annual licence fee will be paid for Brand and Values and agreed services, including the
use of a universal management software programme under license with CEFPI HQ.
From 1 July 2010 Members of CEFPI Ltd – Australasian Region will be sent Tax invoices in
Australian Dollars for the period 1 July 2010 to 1 July 2011. As membership is currently
reviewed on an anniversary date some members will pay the dues for the period up to 1 July
2011.
A transitional arrangement has been negotiated as noted in the Agreement leading to the full
implementation of the Affiliate Status as of Jul 1st 2011.
Support for New Regions
The International Board will determine the level of support provided for new regions.
Should Australasia be charged with assisting and nurturing a new region, International will
reimburse to the Affiliate the reasonable and pre-agreed costs of providing such support.
The Australasian Executive has decided that support for areas that currently do not have a
chapter such as Singapore, New Zealand, Tasmania and Northern Territory will be borne by
Australasia.
Constitution and By-Laws
The CEFPI Region Board engaged Moores Legal and received legal briefing on the proposed
replacement of the By-laws of the Australasia Region and the subsequent Constitution of the
company under which CEFPI Australasia will operate, ‘C.E.F.P.I Ltd.’ The original
constitution of ‘C.E.F.P.I Ltd’ is proposed to be revoked and replaced with the new
constitution (Attachment No.2).
The Constitution is the primary document governing the operation and principles of CEFPI in
Australasia.
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The By-laws are proposed to be made redundant and to be replaced by the ‘Policies and
Procedures for CEFPI Australasia’ (Attachment No.3) governing the Region’s and Chapter’s
operation.
Proposed changes in the Constitution are:
Need to maintain standards of CEFPI International
The Board will be re-named the Council which will have representation from Chapters, other
Australian states and territories, New Zealand, Singapore and others as the Council may
decide.
The Directors will be the Executive Committee
Membership categories are to be initially simplified. Other categories are intended for
consideration by the Council such as Associate Members (yet to be defined) and Life
Members
The Annual General Meeting will be held in November of each year to enable audited
accounts to be presented for the year ending 30 June
Complimentary provisions in international by-laws to be inserted to ensure compliance with
international requirements.
Progress
At the International Board of Directors Meeting to be held in Philadelphia, 8th
May 2010,
changes to the International By-Laws will be proposed for establishing the official status of
‘Affiliates’. This meeting, attended by Jeff Phillips, International Director representing the
Australasia Region, will resolve these changes for forwarding to ALL CEFPI members
electronically to be voted upon.
TWO meetings are to be held in Perth, 27th
May 2010.
The first meeting will be the Annual General Meeting of CEFPI Australasia under the current
structure. Audited accounts for the period ending December 31 2009 are to be tabled
together with other general reports. Note that this will be the last Annual General Meeting
under the auspices of CEFPI International. There will be no election of officers at this
meeting.
The second meeting is a Special General Meeting of ‘C.E.F.P.I Ltd’. Resolutions have been
prepared in consultation with Moores Legal (Attachment No.4) to be put to members for
voting at this meeting. The C.E.F.P.I Ltd AGM will be held in November of each year.
Conclusion
These arrangements provide the independence the Australasian Region has been seeking for a
number of years and we welcome the support provided by CEFPI International in reaching
this exciting moment in the evolution of CEFPI. As Australasian members we will continue
to enjoy the benefits of an International organisation while enabling the Region to grow more
effectively at a local level.
Philip Idle
1. ATTACHMENT NO. 1 – MEMORANDUM OF UNDERSTANDING
2. ATTACHMENT NO. 2 – CONSTITUTION – CEFPI AUSTRALASIA LTD
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Constitution
CEFPI Australasia Limited
ACN 108 413 074
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PRELIMINARY
1. Exclusion of Replaceable Rules
The replaceable rules contained in the Act do not apply to the Company.
2. Definitions and interpretation
In this Constitution:-
2.1 "Act" means the Corporations Act 2001 (Cth).
2.2 “Affiliated Area” has the meaning given in clauses 39-41.
2.3 “Australasian region” means, generally, Oceania (excluding Hawaii) and South East Asia. CEFPI International and CEFPI Australasia Limited may agree a list of countries included in the term “Australasia” from time to time.
2.4 "Board" means the board of directors for the time being of the Company.
2.5 “CEFPI" means CEFPI International except when it is used as part of the name “CEFPI Australasia Limited”.
2.6 “CEFPI International” means the body known as Council of Educational Facility Planners, International’.
2.7 “Chair Elect” means the person who has been elected as the incoming Chair.
2.8 “Chapter” has the meaning given in clause 38.
2.9 “the Company” means CEFPI Australasia Limited.
2.10 “Council” means the Council as defined in clauses 33 - 37.
2.11 "Directors" means the directors for the time being of the Company.
2.12 “Officer” means a person elected to the one of the positions pursuant to clause 18.4 and, where the context permits, a person defined as an officer in the Act.
2.13 "Seal" means the common seal of the Company (if any).
2.14 "Secretary" means the secretary for the time being of the Company, and if there are joint secretaries, any one or more of such joint secretaries.
2.15 The Acts Interpretation Act 1901 (Cth) shall apply in the interpretation of this Constitution as if it were an act of the Commonwealth.
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2.16 Except so far as the contrary intention appears in this Constitution, an expression has, in a provision of this Constitution that deals with a matter dealt with by a particular provision of the Act, the same meaning as in that provision of the Act.
2.17 Words importing any one gender shall be deemed and taken to include all genders and the singular to include the plural and the plural the singular unless the contrary as to gender or number is expressly provided.
PURPOSE OF COMPANY
3. Objects
The objects for which the company is established are:-
3.1 to facilitate, stimulate and encourage community debate and interest in the design and use of the physical environment of educational facilities;
3.2 to promote advocate for and encourage excellence in the design and use of educational facilities and other built learning facilities;
3.3 to join in association with other groups, associations and individuals similarly interested in the promotion of excellence in the design construction and use of educational facilities;
3.4 to promote the goals, objectives and purposes and Strategic Plan of the International Board of Directors of CEFPI;
3.5 to promote active involvement and interaction in pursuing CEFPI goals and objectives by conducting regional activities to provide a system for communication, professional growth and effective decision making in support of the Board and Executive Director of CEFPI for the purpose of attaining specified goals and conducting activities with the goals, purposes and objectives of CEFPI and directed specifically toward the improvement of educational facilities and educational facility planning in the Australasian region;
3.6 to promote training and quality professional development opportunities for facility planning professionals and educational institutions;
3.7 to conduct conferences and seminars from time to time;
3.8 to identify, disseminate, research into the design construction and use of educational facilities;
3.9 to review and comment on local regulations and policies pertaining to educational facilities;
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3.10 to advocate for a continual improvement to the built learning environment reflecting advances in learning methodology and pedagogy.
MEMBERSHIP
4. Eligibility, Application and Admission
4.1 Any natural person or corporation (incorporated or otherwise) committed to the objects of the Company and whose residence or place of business is in the geographical area of the Australasia Region may be a member of the Company provided:
(a) Application for membership is made on the prescribed Application Form and the determined fee has been paid;
(b) The person or corporation agrees in writing to provide a guarantee not exceeding ten dollars ($10.00) to defray such liabilities and expenses of the Company upon its winding up or dissolution.
(c) The Application for Membership has been accepted by the Board and such acceptance may be determined by the Board using any criteria as the Board alone may determine; and
(d) The name of the member has been entered in the Register of Members.
4.2 The Board may decline any application for membership and is not bound to give reasons why the application was not accepted.
4.3 The first members of the Company shall be the subscribers to this Constitution and they shall not be required to apply for membership.
4.4 (a) The Board may bestow life membership upon natural persons committed to the objects of the Company as defined in the Constitution
(b) Such life members are not required to pay any membership fee and have all the rights and privileges of financial members.
5. Register of Members
5.1 (a) The Company Secretary will maintain a Register of Members of the company at the registered office.
(b) When an applicant has been accepted for membership the Secretary will cause the member's name to be entered in the Register of Members and will send to the member written notice of the acceptance.
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5.2 The address of a member in that Register will be the address of the member for the purpose of service of any notices to members.
5.3 The rights of any member will not be transferable.
6. Infringement Of Rules
6.1 The Board shall have the power to penalise any member who shall be found guilty of infringement of any rule or rules.
6.2 Any charge that might lead to suspension or expulsion of a member shall be lodged with the Secretary in writing, signed by any member and detailing the circumstance which gave rise to such charge.
6.3 The Secretary shall inform the member of the charge who may submit in writing, an explanation, or resign from the Company. Such explanation shall be tabled to the Board meeting at which the charge is heard.
6.4 Any member who may be considered to have infringed any rule or rules may be called upon to appear before the Board to answer such charges as may be laid against him, and if such charges be found proven, the Board may suspend, fine or expel such member.
6.5 Any member so suspended, fined or expelled shall be notified in writing by the Secretary within twenty-one (21) days of such penalty being imposed.
6.6 Any member who may be suspended, fined or expelled shall have the right to appeal against such penalty.
7. Discipline of Members
7.1 (a) The Board may by two-thirds majority vote, expel or by a majority vote suspend or otherwise discipline any member of the Company for conduct inconsistent with this Constitution or which in the opinion of the Board is unbecoming of a member or prejudicial to the interests of the Company provided that the member receives 28 days written notice of any proposal to discipline and reasonable opportunity is given for the member to be heard in relation to the proposal for discipline.
(b) Any member expelled from the Company may at any time
apply to the Board to be readmitted as a member.
7.2 No person may be a Director of the Company following expulsion or during suspension unless such a person is subsequently readmitted as a member.
8. Cessation of Membership
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8.1 Membership of the Company will terminate upon:
(a) The Company Secretary receiving from a member a letter of resignation;
(b) A member being expelled or suspended in accordance with this Constitution; or
(c) Death of a member.
8.2 A member whose membership of the Company is terminated will be liable for all moneys due by that member to the Company in addition to any sum not exceeding ten dollars ($10.00) for which the member is liable under clause 56 of this Constitution.
8.3 A member whose membership is terminated will not make any claim, monetary or otherwise, on the Company, its funds or property except as a creditor thereof.
8.4 Any person or corporation who for any reason ceases to be a member shall no longer represent themselves in any manner as being a member.
9. Liability of Members
The liability of the members is limited.
MEETINGS OF MEMBERS
10. Annual General Meeting
10.1 (a) Subject to the Act, a general meeting shall be held at least once in every calendar year and within the period of five (5) months after the end of the financial year at such time and place as may be determined by the Directors. The abovementioned general meeting shall be called the "annual general meeting" and all other meetings of the Company shall be called 'general meetings".
(b) The business of the Annual General Meeting may include any of the following, even if not referred to on the notice of meeting:
(i) the consideration of the Annual Financial Report, Directors' Report and Auditor's Report;
(ii) the election of Directors;
(iii) the appointment of the auditor;
(iv) the fixing of the auditor's remuneration.
11. Convening General Meetings
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11.1 (a) Any Director may whenever he thinks fit convene a meeting of the Company's Members
(b) The Directors must convene a meeting of the Company's members on the request of members in accordance with section 249D of the Act. The members may convene a meeting of the Company's members in accordance with sections 249E and 249F of the Act.
12. Notice of General Meetings
12.1 A notice of a meeting of the Company's members shall specify:-
(a) the place, the day and the time of the meeting (and, if the meeting is to be held in two or more places, the technology that will be used to facilitate this);
(b) the general nature of the business to be transacted at the meeting; and
(c) such other information as is required by section 249L of the Act.
12.2 The Company may hold a meeting of its members at two or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.
12.3 Subject to the provisions of the Act relating to agreements for shorter notice, at least 21 days notice must be given of a meeting of the Company's members.
12.4 (a) Notice of every meeting of the Company's members shall be given in the manner authorised by clause 48 to:
(i) every member and to every Director; and
(ii) the auditor for the time being of the Company.
(b) No other person is entitled to receive notices of meetings of the
Company's members.
13. Chairman of Genera! Meetings
13.1 (a) The Directors may elect an individual to chair a meeting of the Company's members.
(b) Where a meeting of the Company's members is held and:-
(i) a Chairman has not been elected as provided by clause 13.1(a); or
(ii) the person so elected is not present within fifteen (15) minutes after the time appointed for the holding
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of the meeting or is unwilling to act for all or part of the meeting,
the members present shall elect one of their number to be
Chairman of the meeting (or part of it).
14. Quorum For General Meetings
14.1 (a) No business shall be transacted at any meeting of the Company's members unless a quorum of members is present at the time when the meeting proceeds to business.
(b) A quorum is constituted by the equivalent of the number of
members of Council.
(c) For the purpose of determining whether a quorum is present, a
person attending as a proxy, or as representing a body corporate
that is a member, shall be deemed to be a member.
(d) If the Company has only one member, that member may pass a
resolution by the member recording it and signing the record.
15. Adjournment of General Meetings
15.1 If a quorum is not present within half an hour from the time appointed for the meeting:-
(a) where the meeting was convened upon the request of members - the meeting shall be dissolved; or
(b) in any other case:-
(i) the meeting stands adjourned to such day, and at such time and place, as the Directors determine or, if no determination is made by the Directors, to the same day in the next week at the same time and place; and
(ii) if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, then the meeting shall be dissolved.
15.2 (a) The Chairman shall adjourn a meeting of the Company's members from time to time and from place to place if the members present with a majority of votes that may be cast at that meeting agree or direct the Chairman to do so. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(b) When a meeting of the Company's members is adjourned for
thirty (30) days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting.
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(c) Except as provided by clause 15.2(a), it is not necessary to give
any notice of an adjournment or of the business to be transacted
at an adjourned meeting.
16. Voting at General Meetings
16.1 (a) At any meeting of the Company's members a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before a vote is taken or before or immediately after the declaration of the result of the show of hands) demanded:-
(i) by the Chairman;
(ii) by at least three (3) members (present in person or by proxy or representative) entitled to vote on the resolution;
(iii) by a member or members (present in person or by proxy or representative) with at least 5% of the votes that may be cast on the resolution on a poll.
(b) Unless a poll is so demanded, a declaration by the Chairman
that a resolution has on a show of hands been carried or carried
unanimously, or by a particular majority, or lost, and an entry
to that effect in the book containing the minutes of the
proceedings of the Company, is conclusive evidence of the fact
without proof of the number or proportion of the votes recorded
in favour of or against the resolution.
(c) The demand for a poll may be withdrawn.
16.2 (a) If a poll is duly demanded, it shall be taken in such manner and (subject to clause 16.2(b)) either at once or after an interval or adjournment or otherwise as the Chairman directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded.
(b) A poll demanded on the election of a Chairman or on a
question of adjournment shall be taken immediately.
16.3 In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting of the Company's members at which the show of hands takes place or at which the poll is demanded has a casting vote in addition to any vote the Chairman may have in the capacity as a member.
16.4 Subject to any rights or restrictions for the time being attached to any member:-
(a) at meetings of the Company's members or classes of members each member entitled to vote may vote in person or by proxy or attorney or representative; and
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(b) on a show of hands every person present who is a member or a representative of a member has one vote, and on a poll every person present in person or by proxy or attorney or representative has one vote.
16.5 If the membership is held jointly and more than one such joint member votes, only the vote of the member whose name appears first in the register of members counts.
16.6 If a member is of unsound mind or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health, his committee or trustee or such other person as properly has the management of his estate may exercise any rights of the member in relation to a meeting of the Company's members as if the committee, trustee or other person were the member.
16.7 A member is not entitled to vote at a meeting of the Company's members unless all sums presently payable by him in respect of the Company have been paid.
16.8 (a) An objection may be raised to the qualification of a voter only at the meeting or adjourned meeting at which the vote objected to is given or tendered.
(b) Any such objection shall be referred to the Chairman of the
meeting of the Company's members, whose decision is final.
(c) A vote not disallowed pursuant to such an objection is valid for
all purposes.
17. Proxies
17.1 A member of the Company who is entitled to attend and cast a vote at a meeting of the Company's members may appoint a person (whether or not a member of the Company) as the member's proxy to attend and vote for the member at the meeting.
17.2 (a) An instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or executed in accordance with the Act or under the hand of an officer or attorney duly authorised.
(b) An instrument appointing a proxy may specify the manner in
which the proxy is to vote in respect of a particular resolution
and, where an instrument of proxy so provides, the proxy is not
entitled to vote in the resolution except as specified in the
instrument.
(c) An instrument appointing a proxy shall be deemed to confer
authority to demand or join in demanding a poll.
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17.3 An instrument appointing a proxy shall be in the following form or in a form that is as similar to the following form as the circumstances allow:-
(Name of Company)
I/We ……………………………………………, being a
member/members of the abovenamed Company,
hereby
appoint of or, in his
absence, ……………………………..of ………………………..as
my/our proxy to vote for me/us on my/our behalf at the meeting of the
Company's members of the Company to be held on the ………day of
……………………., 20... and at any adjournment of that meeting.
# This form is to be used * in favour of/* against the resolution.
SIGNED this ……….day of ………………………, 20...
* Strike out whichever is not desired. # To be inserted if
desired.
17.4 An instrument appointing a proxy shall not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or a notarially certified copy of that power or authority, is or are deposited, not less than forty eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty four (24) hours before the time appointed for the taking of the poll, at the registered office of the Company or at such other place in Australia as is specified for that purpose in the notice convening the meeting.
17.5 A vote given in accordance with the terms of an instrument of proxy or of a power of attorney is valid notwithstanding the previous death or unsoundness of mind of the principal, the revocation of the instrument (or of the authority under which the instrument was executed) or of the power, if no intimation in writing of the death, unsoundness of mind or revocation was made before the commencement of the meeting or adjourned meeting at which the instrument is used or the power is exercised.
DIRECTORS
18. Appointment and Removal of Directors
18.1 The number of the Directors shall be not less than three (3).
18.2 The first Directors shall be appointed in writing by the person(s) specified in the application for the Company's registration under the Act as a person who consents to become a Director of the Company.
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18.3 For the purposes of elections conducted after the adoption of this Constitution, any person who has served for at least two years on Council is eligible for election to the Board.
18.4 At each Annual General Meeting, the Company may appoint a person to be a Director. Each such appointment is to one of the following positions:
(a) Chair;
(b) Chair Elect;
(c) Immediate Past Chair;
(d) International Representative;
(e) Treasurer; and
(f) Secretary.
18.5 The term of appointment for each Director is two years, except in the case of the International Representative whose term is three years.
18.6 Not less than seventy five per centum (75%) of those members as carry a right to vote may at any time and from time to time by document in writing:-
(a) remove any Director provided that the total number of directors shall not at any time fall below the minimum fixed by this Constitution;
(b) appoint a new Director to fill any casual vacancy;
(c) appoint additional Directors.
18.7 In the event of a vacancy or vacancies in the office of a Director or offices of Directors, the remaining Directors may act but, if the number of remaining Directors is not sufficient to constitute a quorum at a meeting of Directors, they may act only for the purpose of increasing the number of Directors to a number sufficient to constitute such a quorum or of convening a meeting of the Company's members for that purpose.
18.8 (a) The Directors shall have power to:-
(i) appoint a new Director to fill any casual vacancy; and
(ii) appoint additional Directors.
(b) Any Director so appointed shall hold office only until the next
following annual general meeting of the Company and shall
then be eligible for election.
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18.9 In addition to the circumstances in which the office of a Director becomes vacant by virtue of Act the office of a Director becomes vacant if the Director:
(a) dies or becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
(b) resigns from office by notice in writing to the Company;
(c) is absent without the consent of the Directors from all meetings of the Directors held during a period of six (6) months;
(d) without the consent of the Company in general meeting holds any other office of profit under the Company;
(e) is directly or indirectly interested in any contract or proposed contract with the Company and fails to declare the nature of that interest as required by clause 32;
(f) is expelled or suspended as a member in accordance with clause 7.1.
19. Defects in Appointment of Directors
19.1 All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director are, notwithstanding that it is afterwards discovered that there was some defect in the appointment of a person to be a Director or a member of the committee, or to act as, a Director, or that a person so appointed was disqualified, as valid as if the person had been duly appointed and was qualified to be a Director or to be a member of the committee.
20. Remuneration of Directors
20.1 The Directors shall not be paid by way of remuneration for their services provided that:-
(a) reimbursement of out-of-pocket expenses incurred in carrying out the duties of a director shall be paid where the payment does not exceed the amount previously approved by the Board; or
(b) payment for any service rendered to the Company in a professional or technical capacity shall be made where the provision of that service has the prior approval of the Board and the amount payable is approved by a resolution of the Board and is on reasonable commercial terms; or
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(c) payment is as an employee of the Company where the terms of employment have been approved by resolution of the Board
21. Powers and Duties of Directors
21.1 (a) Subject to the Act and to any other provision of this Constitution, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and forming the Company, and may exercise all such powers of the Company as are not, by the Act or by this Constitution, required to be exercised by the Company in meeting of the Company's members.
(b) Without limiting the generality of clause 22.1(a), the Directors
may exercise all the powers of the Company to borrow money,
to charge any property or business of the Company and to issue
debentures or give any other security for a debt, liability or
obligation of the Company or of any other person.
21.2 (a) The Directors may, by power of attorney, appoint any person or persons (either by name or by reference to position or office held) to be the attorney or attorneys of the Company for such purposes, with such powers, authorities and discretions (being powers, authorities and discretions vested in or exercisable by the Directors), for such period and subject to such conditions as they think fit.
(b) Any such power of attorney may contain such provisions for
the protection and convenience of persons dealing with the
attorney as the Directors think fit and may also authorise the
attorney to delegate all or any of the powers, authorities and
discretions vested in him.
21.3 All cheques, promissory notes, bankers drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be in such manner as the Directors determine.
MEETINGS OF DIRECTORS
22. The Board may meet together for the despatch of business and adjourn and otherwise regulate its meetings as it thinks fit and determine the quorum necessary for the transaction of business.
23. Convening Meetings of Directors
23.1 The Board may at any time, and a Secretary shall on the requisition of a Director, convene a meeting of the Directors.
24. Quorum for Directors' Meetings
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24.1 At a meeting of the Directors, the number of Directors whose presence is necessary to constitute a quorum is three, provided that each such person is a Director or an alternate Director and is entitled under the Act to vote on a motion that may be moved at that meeting.
25. Chairman
25.1 (a) The Directors shall elect one of their number as Chairman and another of their number as Deputy Chairman of its meetings and determine the period for which such Chairman or Deputy Chairman is to hold office.
(b) Where a meeting of the Directors is held and:-
(i) a Chairman or Deputy Chairman has not been elected as provided by clause 25.1(a)(a); or
(ii) the person so elected is not present within ten (10) minutes after the time appointed for the holding of the meeting or is unwilling to act for all or part of the meeting,
the Directors present shall elect one of their number to be
Chairman of such meeting or part of it.
26. Voting At Directors' Meetings
26.1 (a) Subject to this Constitution, questions arising at a meeting of Directors shall be decided by a majority of votes of Directors present and voting and any such decision shall for all purposes be deemed a decision of the Directors.
(b) In a case of an equality of votes:
(i) the Chairman of the meeting shall not have a casting vote in addition to any vote the Chairman may have in the capacity as a Director; and
(ii) the motion will be minuted as having been defeated
27. Alternate Directors
27.1 (a) A Director may with the approval of the other Directors, appoint a person (whether a member of the Company or not) to be an alternate Director in his or her place during such period as he or she thinks fit.
(b) An alternate Director is entitled to notice of meetings of the
Directors and, if the appointor is not present at such a meeting,
is entitled to attend and vote in his or her stead.
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(c) An alternate Director may exercise any powers that the
appointor may exercise and the exercise of any such power by
the alternate Director shall be deemed to be the exercise of the
power by the appointor.
(d) An alternate Director is not required to have any membership
qualifications.
(e) The appointment of an alternate Director may be terminated at
any time by the appointor notwithstanding that the period of the
appointment of the alternate Director has not expired, and
terminates in any event if the appointor ceases to hold office as
a Director.
(f) An appointment, or the termination of an appointment, of an
alternate Director shall be effected by a notice in writing signed
by the Director who makes or made the appointment and
served on the Company.
28. Delegation of Powers
28.1 (a) The Directors may delegate any of their powers to a committee or committees consisting of such of their number as they think fit.
(b) A committee to which any powers have been so delegated shall
exercise the powers delegated in accordance with any
directions of the Directors and a power so exercised shall be
deemed to have been exercised by the Directors.
(c) The members of such a committee may elect one of their
number as Chairman of their meetings.
(d) Where such a meeting is held and:-
(i) a Chairman has not been elected as provided by clause 28.1(c); or
(ii) the person so elected is not present within ten (10) minutes after the time appoint for the holding of the meeting or is unwilling to act for all or part of the meeting,
the members present shell elect one of their number to be
Chairman of the meeting or part of it.
(e) A committee may meet and adjourn as it thinks proper.
(f) Questions arising at a meeting of a committee shall be
determined by a majority of the members present and voting.
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(g) In the case of an equality of votes, the Chairman shall not have
a casting vote in addition to any vote the Chairman may have in
the capacity as a committee member.
29. Electronic Meetings of Directors
29.1 (a) Without limiting the generality of clause 22, a meeting of Directors may be called or held using any technology consented to by all the Directors. A consent of a Director for the purposes of this Clause may be a standing one. A Director may only withdraw his consent within a reasonable time before the meeting of Directors.
(b) For the purposes of this Constitution, the contemporaneous
linking together by an instantaneous communication device of
a number of Directors not less than the quorum, whether or not
any one or more of the Directors is out of Australia, shall be
deemed to constitute a meeting of the Directors and all the
provisions of this Constitution as to meetings of the Directors
shall apply to any such meeting held by an instantaneous
communication device so long as the following conditions are
met:-
(i) All the Directors for the time being entitled to receive notice of the meeting of Directors (including any alternate for any Director) shall be entitled to notice of a meeting held by an instantaneous communication device and to be linked by an instantaneous communication device for the purpose of such meeting. Notice of any such meeting shall be given on the instantaneous communication device or in any other manner permitted by this Constitution; and
(ii) Each of the Directors taking part in the meeting by an instantaneous communication device must be able to hear each other of the Directors taking part at the commencement of the meeting.
(c) A Director may not leave a meeting held by an instantaneous
communication device by disconnecting his instantaneous
communication device unless he has previously expressly
notified the Chairman of the meeting of his intention to leave
the meeting and a Director shall be conclusively presumed to
have been present and to have formed part of the quorum at all
times during such a meeting until such notified time of his
leaving the meeting.
(d) A minute of the proceedings at meetings held by an
instantaneous communication device shall be sufficient
evidence of such proceeding and of the observance of all
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necessary formalities if certified as a correct minute by the
Chairman of the meeting.
(e) For the purpose of this clause "instantaneous communication
device" shall include telephone, television or any other audio
and/or visual device which permits instantaneous
communication.
30. Circulating Resolutions
30.1 (a) If all the Directors entitled to vote on a resolution have signed a document containing a statement that they are in favour of a resolution of the Directors in terms set out in the document, a resolution in those terms shall be deemed to have been passed at a meeting of the Directors held on the day on which the document was signed and at the time at which the document was last signed by a Director or, if the Directors signed the document on different days, on the day on which, and at the time at which, the document was last signed by a Director.
(b) For the purposes of clause 30.1(a)(a), two or more separate
documents containing statements in identical terms each of
which is signed by one or more Directors shall together be
deemed to constitute one document containing a statement in
those terms signed by those Directors on the respective days on
which they signed the separate document.
31. Directors' Conflicts of Interest
31.1 (a) Subject to the Act no Director shall be disqualified by his office from contracting or entering into any arrangement with the Company either as vendor, purchaser, or otherwise, nor shall any such contract or arrangement or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or agreement, by reason of such Director holding that office or of the fiduciary relation thereby established, but every Director shall observe the provisions of Section 191 of the Act relating to the disclosure of the interest of Directors in contracts or proposed contracts with the Company or of any office or property held by Directors which might create duties or interests in conflict with their duties or interests as Directors as if the Company were a proprietary company.
(b) Subject to the Act, a Director shall not as a Director be present
at a meeting of Directors or vote in respect of any contract or
arrangement in which such Director is interested in the manner
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described in the preceding clause being considered at that
meeting.
(c) A Director who is interested in any contract or arrangement as
aforesaid may notwithstanding such interest attest the affixing
of the Seal of the Company to any document evidencing or
otherwise connected with such contract or arrangement.
ADMINISTRATION OFFICER
32. The Directors may from time to time appoint a person to the office of Administration Officer for such period and on such terms as they think fit, and, subject to the terms of any agreement entered into in a particular case, may revoke any such appointment.
COUNCIL
33. A Council comprised of the Board and representatives of Chapters and Affiliated Areas will engage in education and communication activities to promote the objects of the Company.
34. Chapters may nominate two representatives to be on Council provided such representatives are members of CEFPI Australasia Limited.
35. Affiliated Areas may nominate one representative to be on Council provided that representative is a member of CEFPI Australasia Limited.
36. The Board may appoint a person to the Council whether or not that person is a member of CEFPI Australasia Limited.
37. The Board must consider resolutions made by the Council.
CHAPTERS
38. A group of natural persons and/or corporations may form a Chapter of CEFPI Australasia Limited by entering into an affiliation agreement with CEFPI Australasia Limited.
AFFILIATED AREAS
39. The Board may determine the requirements for admission as an Affiliated Area.
40. The Board may determine the terms of reference, procedures, rights, privileges, responsibilities and any other issues relating to the operation of Affiliated Areas.
41. The Board has absolute discretion over whether it admits or expels groups as Affiliated Areas.
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ADMINISTRATION
42. Secretary
A Secretary holds office on such terms and conditions, as to remuneration (if any) and otherwise, as the Directors determine.
43. Minutes
43.1 The Directors will cause minutes of:-
(a) all proceedings and resolutions of meetings of the Company's members;
(b) all proceedings and resolutions of meetings of the Directors, including meetings of a committee of Directors;
(c) resolutions passed by members without a meeting; and
(d) resolutions passed by Directors without a meeting,
to be duly entered into the books kept for that purpose in accordance with the Act.
43.2 A minute recorded and signed in accordance with the Act is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.
43.3 Books containing the minutes of the Company's members and resolutions passed by members without a meeting will be open for inspection by any member free of charge.
44. Inspection of Records
Subject to the Act, the Directors shall determine whether and to what extent, and at what time and places and under what conditions, the accounting records and other documents of the Company or any of them will be open to the inspection of members other than Directors, and a member other than a Director does not have the right to inspect any document of the Company except as provided by law or authorised by the Directors or by the Company in meeting of the Company's members.
45. Execution of Documents
45.1 (a) The Company may have a Seal, known as the common seal, on which its name, its Australian Company Number and the words "Common Seal" are engraved.
(b) If the Company has a seal the Directors shall provide for the
safe custody of the Seal.
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(c) The Seal shall be used only by the authority of the Directors, or
of a committee of the Directors authorised by the Directors to
authorise the use of the Seal.
(d) The Company may execute a document by affixing the Seal to
the document where the fixing of the Seal is witnessed by:-
(i) two Directors; or
(ii) one Director and one Secretary; or
(iii) one Director and another person appointed by the Directors for that purpose.
The signature of such persons may be affixed to the document by manual, autographic or mechanical means.
(e) The Company may execute a document without using a seal if
the document is signed by:
(iv) two Directors; or
(v) one Director and one Secretary; or
(vi) one Director and another person appointed by the Directors for that purpose.
(f) A facsimile signature may not be affixed to a document unless
the auditors, internal auditors or bankers of the Company have
reported to the Board in writing that the document may be
sealed in that manner.
46. Policies
The Board has power to make policies concerning membership application and qualification for membership of the Company and any other matter which the Board believes suitable for including in policies.
47. Alteration of Constitution
The Company may only alter this Constitution by special resolution passed at a general meeting of the members.
48. Notices
48.1 (a) A notice may be given by the Company to any member either:-
(i) by serving it on him personally;
(ii) by sending it to him at his postal address or email address as shown in the register of members or the
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address supplied by him to the Company for the giving of notices to him;
(iii) by sending it by facsimile transmission to a facsimile number supplied by the member to the Company for the giving of notices to the member.
(b) Where a notice is sent by post, service of the notice shall be
deemed to be effective by properly addressing, prepaying and
posting a letter containing the notice, and to have been effected,
in the case of a notice of a member, on the day after the date of
its posting and, in any other case, at the time at which the letter
would be delivered in the ordinary course of post.
(c) Where a notice is sent by facsimile, service of the notice shall
be deemed to be effected on receipt by the Company of a
transmission report confirming successful transmission.
(d) Where a notice is sent by email, service of the notice shall be
deemed to be effected twenty-four (24) hours after the
transmission of the email unless the person transmitting the
email is notified at any time that the email was undelivered or
undeliverable.
(e) A notice may be given by the Company to joint members by
giving the notice to the joint member first named in the register
of members.
INDEMNITY OF OFFICERS
49. Officers: Indemnities And Insurance
49.1 To the extent permitted by the Act:-
(a) the Company indemnifies every person who is or has been an Officer of the Company or of a wholly-owned subsidiary of the Company against any liability for costs and expenses incurred by that person in defending any proceedings in which judgement is given in that person's favour, or in which the person is acquitted, or in connection with an application in relation to any proceedings in which the Court grants relief to the person under the Act; and
(b) the Company indemnifies every person who is or has been an Officer of the Company or of a wholly-owned subsidiary of the Company against any liability incurred by the person, as an Officer of the Company or of a wholly-owned subsidiary of the Company, to another person (other than the Company or a related body corporate of the Company) unless the liability arises out of conduct involving a lack of good faith.
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49.2 The Company may pay, or agree to pay, a premium in respect of a contract insuring a person who is or has been an Officer of the Company or of a subsidiary of the Company against a liability:-
(a) incurred by the person in his capacity as an Officer of the Company or a subsidiary of the Company or in the course of acting in connection with the affairs of the Company or a subsidiary of the Company or otherwise arising out of the Officer's holding such office PROVIDED THAT the liability does not arise out of conduct involving a wilful breach of duty in relation to the Company or a subsidiary of the Company or a contravention of Sections 182 or 183 of the Act; or
(b) for costs and expenses incurred by that person in defending proceedings, whatever their outcome.
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49.3 In this clause 49:-
(a) the term "proceedings" means any proceedings, whether civil or criminal, being proceedings in which it is alleged that the person has done or omitted to do some act, matter or thing in his capacity as such an Officer or in the course of acting in connection with the affairs of the Company or a wholly-owned subsidiary or subsidiary of the Company or otherwise arising out of the Officer's holding such office (including proceedings alleging that he was guilty of negligence, default, breach of trust or breach of duty in relation to the Company or a wholly-owned subsidiary or subsidiary of the Company); and
(b) the term "Officer" as the meaning given to that term in Section 9 of the Act.
FINANCIAL MATTERS
50. Application of Income and Property
50.1 (a) The income and property of the Company however derived will be applied solely towards the promotion of the objects of the Company as set out in this Constitution, and no portion of the income or the property of the Company will be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to members of the Company.
(b) Nothing in this Constitution shall prevent the payment in good
faith:
(i) of out of pocket expenses incurred by a director in the performance of any duty as Director of the Company where the amount payable is approved by the Directors of the Company.
(ii) for any service rendered to the Company by a director in a professional or technical capacity, other than in the capacity as a director, where the provision of the service has the prior approval of the directors of the Company and where the amount payable is approved by the directors of the Company and is not more than an amount which commercially would be reasonable payment for the service; or
(iii) of any salary or wage due to the director as an employee of the Company where the terms of employment have been approved by the directors of the Company.
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(iv) payment of insurance premiums to the extent permitted by law; and
(v) indemnification to the extent permitted by law and this Constitution.
(c) The Board shall consider and if thought fit approve an annual operating budget and may approve expenditure for items not included in the Budget.
51. Accounts
The Directors will cause to be kept proper books of account in which will be kept true and complete accounts of the affairs and transactions of the Company. Proper books will not be deemed to be kept unless the books give a true and fair view of the state of the Company's affairs and explain its transactions.
52. Audit
52.1 (a) A registered company auditor must be appointed.
(b) The remuneration of the auditor must be fixed and the auditor's
duties regulated in accordance with the Act.
53. Dividends and Reserves
No payment of dividends or other distributions to members shall be made.
WINDING UP
54. Procedure
The Company may be dissolved by a special resolution of members at a meeting of the Company members.
55. Contribution of Members on Winding Up
Every member of the Company undertakes to contribute to the assets of the Company in the event of the Company being wound up while he or she is a member, or within one year of ceasing to be a member such amount as may be required not exceeding ten dollars ($10.00), for the payment of the debts and liabilities of the Company contracted whilst the member or past member as the case may be was a member of the Company, and the costs charges and expenses of winding up and for the adjustment of the rights of the contributors amongst themselves.
56. Distribution of Property on Winding Up
Where on the winding up of the Company or dissolution of the Company, there is a surplus of assets after satisfying all the Company's liabilities and expenses, the surplus will not be paid or distributed to the members of the Company but will be given or transferred to such other institution or company having similar objects to those described in clause 3, is an
30
institution or body and which prohibits the distribution of income, profit or assets to its members and which has gained approval from the Deputy Commissioner of Taxation to be recognised as a body whose income is exempt from taxation. Such institution or company will be determined by the members of the Company on or before the time of such winding up or dissolution, failing such determination the institution or company shall be determined by application to the Supreme Court in the State of incorporation.
3. ATTACHMENT NO. 3 – POLICIES AND PROCEDURES FOR CEFPI
AUSTRALASIA
4. ATTACHMENT NO. 4 – NOTICE OF SPECIAL GENERAL MEETING –
CEFPI AUSTRALASIA LTD and GENERAL MEETING MEMBERS
RESOLUTIONS
5. PROXY FORM – CEFPI AUSTRALASIA LTD
Philip Idle outlined that Governance was the major issue facing CEFPI Australasia. As an incorporated body we are responsible for invoicing and collecting fees as of I July 2010. There are still questions regarding whether the new region includes India. We will be responsible for marketing and communications and establishing a website. The focus will be on content and a forum for networking and sharing ideas. The Awards Program will feature strongly and Chapters will be required to have a bigger presence.
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4b. Treasurer - Financial Statement and Audited Report
Financial Report for Year Ending 31 December 2009 CEFPI - AUSTRALIAN REGION
INCOME AND EXPENDITURE TO 31/12/09 2009 Budget Actual
Budget June 2010 Est June 2010
Budget June 2011
INCOME:
Conferences $40,000.00 $28,580.00 $60,000.00 $60,000.00 $20,000.00
Head Office Membership Subsidy $3,000.00 $2,463.00 $1,500.00 $1,500.00 $1,500.00
Membership Fees $0.00 $0.00 $0.00 $0.00 $46,436.00
Bank Interest $0.00 $1,640.00 $1,000.00 $1,000.00 $2,000.00
Aus Fees
TOTAL INCOME: $43,000.00 $32,683.00 $62,500.00 $62,500.00 $69,936.00
EXPENSES:
Accounting and Audit Fees $3,800.00 $4,000.00 $1,500.00 $4,000.00 $2,500.00
Bank Charges $50.00 $162.00 $85.00 $81.00 $170.00
Website Development $1,000.00 $0.00 $0.00 $0.00 $10,000.00
Insurance $780.00 $715.00 $2,500.00 $2,982.00 $3,000.00
Head Office fees Rebate $0.00 $0.00 $0.00 $0.00 $32,980.00
Meeting Expenses $10,000.00 $10,510.00 $0.00 $2,252.00 $8,000.00
Membership Rebate - Victorian Chapter $1,000.00 $0.00 $0.00 $0.00 $0.00
Membership Rebate - WA Chapter $550.00 $0.00 $0.00 $0.00 $0.00
Membership Rebate - SA Chapter $350.00 $0.00 $0.00 $0.00 $0.00
Membership Rebate - NSW Chapter $430.00 $0.00 $0.00 $0.00 $0.00
Newsletter $4,000.00 $1,233.00 $0.00 $250.00 $0.00
Filing Fees $50.00 $105.00 $105.00 $40.00 $0.00
Printing $2,000.00 $1,560.00 $1,000.00 $0.00 $2,000.00
Promotional Materials $1,000.00 $0.00 $1,000.00 $1,500.00 $1,000.00
Secretarial Expenses $20,000.00 $3,248.00 $7,500.00 $3,000.00 $40,000.00
Seeding Funds (Queensland) $0.00 $0.00 $5,000.00 $0.00 $5,000.00
Solicitor Fees (Governance) $500.00 $0.00 $2,500.00 $10,350.00 $0.00
Chapter Conferences $0.00 $1,531.00 $0.00 $0.00 $0.00
Sundry Expenses $1,000.00 $50.00 $1,000.00 $0.00 $1,000.00
Entertainment $1,000.00 $0.00 $0.00 $0.00 $0.00
CEFPI Design Awards $1,500.00 $0.00 $0.00 $0.00 $1,500.00
International Conf $0.00 $0.00 $10,000.00 $10,000.00 $5,000.00
Indian Conference $0.00 $0.00 $0.00 $0.00 $0.00
TOTAL EXPENSES: $49,010.00 $23,114.00 $32,190.00 $34,455.00 $112,150.00
OPERATING SURPLUS: -$6,010.00 $9,569.00 $30,310.00 $28,045.00 -$42,214.00
ACCUMULATED SURPLUS: $100,855.00 $100,892.00 $131,202.00 $128,937.00 $86,723.00
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Estimated Fees Income for July 2011 /June 2012Year
$62,000
Estimated Fees Income for July 2012/June 2013 Year
$78,000
Licence Fee for July 2011/June 2012 Year
A$ 10,000
Income for June 2011 of $20,000 is part -profit anticipated from Sydney Conference
The main area of income for the Financial Year was the Darwin Conference.
The net profit from the Conference was $28,580
Other income generated was from Interest $1,640
and Member Rebate from International $2,463
Expenses for the Year were: $23,114
of which the majority related to Board Meeting Expenses
The year ended with a surplus of: $9,569
Giving the Current Member Funds at: $107,377
The Board confirmed a decision in November 2009 to activate the Incorporated
Company CEFPI Ltd to provide Limited Liability and enable Directors and Officers
Insurance to be undertaken.
The Company was activated on 1 January 2010 and Insurance has been enacted by the
Board.
J Sewell
The Audited Financial Statement for the year ending 31 December 2009 was circulated to Members at the meeting and the Treasurer made the following comments: The main source of income was from the Darwin Conference and the main cost was incurred through Board meetings and communication expenses.
Auditors needed to be appointed for CEFPI Australasia. Accounts are presently being audited by Orr Martin & Waters. J Sewell suggested staying with this business for the remainder of the year and seeking a proposal from them to continue beyond 2010.
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Moved – J Sewell Seconded - A Bunting Confirmed All member dues and fees up to 31 Dec 2010 are to be paid to CEFPI HQ. From 1 Jan 2011 CEFPI Australasia Region will retain all fees. To bring reporting inline with the Australian Financial Year, all membership renewals 1 January 2011and 30 June 2011 will be invoiced to 30 June 2011. Members renewing after that date will be invoiced annually. P Idle thanked J Sewell for his work in such complex
4c. International Board Director
J Phillips advised the Board of Directors met in Philadelphia 8 May 2010, to review the International Bylaws to enable the Australasia Region to become an affiliate of CEFPI.
FROM THE BOARD OF DIRECTORS MEETING – PHILADELPHIA 8 MAY
2010 1. *Bylaws revision: A motion to move that the amended Bylaws be sent to members
for approval was passed unanimously by all members of the BOD. Voting by
members on the revision is to be completed by 30 June 2010 to enable the
Australasia Region to become an affiliate of CEFPI.
(A Memorandum of Understanding between the Australasia Region and
International had previously been approved by the BOD on 20 April 2101.)
2. The Roles and Responsibilities of the CEO, Executive Committee, Board of Directors
and Regional representatives are to be reviewed and clarified.
3. Draft criteria for eligibility to serve on the Board of Directors was presented and
discussed – further work is required pending outcomes from the strategic plan.
4. Standing Committees of the Board of Directors are structured to support the overall
vision, mission and goals of the organization. For maximum effectiveness,
committees must produce results to remain in being. There are a total of nine (9)
Standing Committees for the CEFPI Board of Directors to assist in accomplishing the
organizational mission. Excluding the Executive Committee, there will be eight (8)
working Committees regarded as Standing Committees for CEFPI Board of Directors.
These consist of the Awards Committee, Conference Content Committee,
Governance Committee, Audit Committee, Resource Development Committee, CEFP
Commission, Policy/Advocacy Committee and the Organizational Review
Committee.
*It is critical that all members of the Australasia Region vote on the Bylaws
Revision.
STRATEGIC PLANNING SESSIONS – PHILADELPHIA 8 & 9 MAY 2010
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All regions were well represented at the sessions including Phil Idle, Andrew
Pender and Jeff Phillips from the Australasia Region. A full report is currently
being prepared by International for distribution to all members.
At the sessions CEFPI’s goals and role in improving the built learning
environment were discussed in the following contexts.
SOCIETAL: How should CEFPI respond to changes in societal values
and expectations?
TECHNOLOGICAL: What will be the impacts of changes in
technology tools and social networking?
POLITICAL: With greater polarisation occurring in politics how can
negative PR about schooling be addressed? Short term political goals
can often be seen as being in conflict with long term educational goals.
ECONOMIC: The increasing cost of education and the speed of
economic upturns and downturns create extreme pressure on the
delivery of educational services.
Strength of the organisation is in the energy and commitment of members
while a weakness is the lack of diversity of membership.
The major issues were highlighted for discussions were:
The lack of demographic diversity membership- near term in regard to
age, ethnicity, profession and education.
The limited set of resources- near term limiting our ability to function
and expand membership, programmatically- expand services.
The complete restructure of the organization- regional and chapter by
laws, board policy, and policy and procedures manuals.
The development of the certification process through a Certified
Educational Facility Planner award.
Expand communication to regions and chapters regarding resources
Expand outreach to other organizations and funders/collaboration
issues
The following goals have been established as immediate priorities.
Goal 1: Grow and develop an inclusive membership
Goal 2: Enable Global Growth
Goal 3: Develop new communications master plan to encourage and expand
collegial relationships and sharing of professional knowledge.
Jeff Phillips
Director
Australasia Region
ACTION: It is critical that all members of the Australasia Region vote on the Bylaws Revision by 30 June 2010. P Idle thanked and acknowledged Jeff Phillips’ work and commitment.
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4d. Membership
John Sewell advised there were currently 398 and the organization was growing.
4e. Chapter/State Reports
CEFPI SOUTH AUSTRALIAN CHAPTER - ANNUAL REPORT 2010
MEMBERSHIP The SA Chapter is now in its fourth year and currently has some 36 members.
ACTIVITIES The main activity of the Chapter in the past twelve months has been the holding of bi-monthly events, including guided tours over recently completed education facilities, a discussion forum on the integration of education provisions into new community developments, and a feedback session on the Federal Government’s Building the Education Revolution (BER) program sharing experiences to date from educators and architects.
The mix of events appears to resonate with members with consistent numbers attending and bringing friends and colleagues.
We provide a publicity flier for each event and a regular Chapter newsletter, which gets distributed, to a wide audience of architects, educators and other interested parties, across all education sectors and the design profession.
THE FUTURE Events have been planned for the remainder of 2010 including site tours and a review of the State Government Public Private Partnerships project for new schools.
We have developed closer relationships with the Australian Institute of Architects and the School Business Managers Association this year (adding to the existing relationships with the Computers in Education Group SA, Facilities Management Association and Science Teachers Association). We see these strategic alliances as important in increasing the breadth of CEFPI’s reach and influence.
The potential for growth in membership and activities to interest and inform those involved in the design, provision and operation of education facilities for the benefit of learners is considerable (especially now that our Region has become more autonomous in the CEFPI organisation), and we are exploring how we can continue to engage with such people.
COMMITTEE The following are the current office bearers for 2009-10: President Andrew Tidswell Vice-President Deb O’Riley Secretary Deborah Aukland Treasurer Ian Hore
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Committee Ann Gorey, John Held, Stan Salagaras, Andrew Gehling, Alex Bennett, David Kilpatrick, Eric Swanbury, John Chadwick, Ralph Hems.
Andrew Tidswell SA Chapter President May 2010
WESTERN AUSTRALIA CHAPTER REPORT NAME OF CHAPTER: Western Australian Chapter CHAPTER APPROVAL DATE: October 2005 WA CHAPTER BOARD OF DIRECTORS Acting President: Lara Mackintosh; President Elect : Past President: Leigh Robinson; Secretary: Eileen Lawrence Treasurer: Jim Watkins Members: Phil Idle, Jeff Phillips, Paul Rossen, Alec O’Connell, David Gulland, and Libby Guj
MEMBERSHIP: Number 84 BOARD MEETINGS: In 2010 the WA Chapter Executive has held formal meetings on 11th February, 18th March and 29th April. Meetings are scheduled every two months. An AGM held in September 2009 saw a number of changes in the executive with Leigh Robinson taking over as President, and the election of Lara Mackintosh as President Elect and the streamlining of chapter committees to three, as outlined below. Due to personal circumstances, Leigh relinquished the position of president in April 2010, and Lara is taken the position of Acting President until the next AGM, scheduled for September 2010. INDUSTRY PARTNERS AND ADVOCACY: Chair: Paul Rossen. In the lead up to the conference the focus of this committee has been sponsorship and Paul has successfully attracted many generous contributions to the total of $184,430.00 from 28 companies. Paul has also continued to strengthen the sponsorship for the WA Chapter. The Chapter also continues to develop and strengthen alliances with industry partners, including the AIA, STAWA and others. NEWSLETTER + MEMBERSHIP: The chair of the Membership committee is Lara Mackintosh. The membership continues to grow with members representing Public, Church, Institutional and Private Education Facility Providers, Primary Secondary and Tertiary Educators and Architectural and Cost Planning Consultants. The WA Chapter plans to continue to grow the membership and to encourage active participation by all members. EVENTS / ACTIVITIES: Chair : David Gulland. Site visits to recently completed projects continue to be the staple of the WA Chapter event diary and visits in late 2009 included ATC Armadale and Maddington Campuses, designed by Chapter members Gresley Abas and the University of WA School
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of Business, designed by Woods Bagot. The first event in 2010 was a belated Christmas function and was well attended by chapter members and sponsors. Since then all efforts have turned towards the Australasian Conference and the accompanying Mayfield Projects. With more than 370 registered delegates from over 15 states from within and outside the region, it is shaping up to be a very exciting event. The effort made by to all those involved in the organisation of this event has been significant and is greatly appreciated. The events committee is also planning for future events that encourage the participation of educators and have identified a number of opportunities including site visits are planned to the new Curtin University Chemistry Precinct, in conjunction with the Science Teachers Association of WA, and to modern VET and Industry Education facilities. The aim is to investigate the impact of the variety of pathways available to students upon leaving secondary education.
Victorian Chapter Annual Report May 2010 1. Membership 107 members current (April 2010) 2. Committee Current Committee: President: Richard Leonard Vice President: Janet Mattiske Past President: Andrew Bunting (resigned from Chapter committee Secretary: Sandy Love Treasurer: Pat Love Members: Hal Cutting Doug Harnetty Jo Dane
Glennis Bibra John Sewell Megan Iaonnou Judith North Vincent Bok
Rob Bienvenu
The committee continues to meet monthly to plan events and to transact other business.
3. Chapter Events
Our Chapter has endeavoured to hold an annual program involving at least 4 events per year. Events held in the last 12 month period include: Seminar: “Building the Education Revolution” – June 2009 (65 attendees) Second seminar focussing on the BER initiative facilitated by Peter Clarke and including Raylee Elliot Burns (Qld) and Lynne Sutton (Vic). The forum held at the University of Melbourne addressed the general learning environments of the BER package including spaces for Library functions, Language Centres and Multi-purpose spaces.
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2009 Chapter Awards Presentation – August 2009 (58 attendees) 6th annual awards presented (over 30 entrants received) in conjunction with a function and site visit at the new Victorian College of the Arts Secondary School. Site Visit and AGM: “Australian Technical College” – Sept 2009 (27 attendees) AGM and site visit at ATC facility (building honoured with the World Architecture Award for Education Buildings in 2009) Seminar: “Stuff-it” February 2010 (72 attendees) Following on from the initial roll-out of the Building the Education Revolution initiative, this forum offered educators and designers/architects the opportunity to discuss issues relating to the interiors of school learning environments: the ‘stuff’ that enhances the teaching and learning experience.
4. Newsletter Our Chapter newsletter is continuing on a regular distribution basis. 5. Financials
The Chapter is in a sound financial operating position having met all of its liabilities for 2009/10 whilst maintaining an operating surplus of just over $12,000 current.
6. Other Initiatives Learning Furniture” DVD
Our Chapter has developed an interactive DVD titled “Learning Furniture”. The video was developed from the “Stuff-it” workshop and includes workshop materials to assist educators and schools in developing learning settings in tune with their education pedagogy – and especially the furnishing of settings. It is intended that the DVD will be released for sale within the CEFPI structure. Awards Catalogue / Yearbook Our committee is developing an Awards Catalogue covering all projects submitted in the Chapter awards program (6 years of entries).
7. Sponsorship Nil this period. 8. ARC Project
The Victorian Chapter has initiated the CEFPI submission to the ARC application in association with The University of Melbourne et al for “Future Proofing Schools: using smart green design approaches to prefabricated learning environments”. The Victorian Chapter referred this to the Regional level to take over the formal CEFPI role.
9. Summary
The Victorian Chapter continues to establish itself with stable membership, a steady program in regular events, strong awards program and increasing support at committee level. Richard Leonard Victorian Chapter President 24/05/10
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NEW SOUTH WALES CHAPTER
Annual Report for 2009 to 2010
CEFPI Membership
The membership of the NSW chapter has continued to grow over the last twelve months with membership steady increasing across all school sectors and architectural practices throughout NSW.
Committee Members
The current NSW Chapter Committee has a wide range of members who are actively involved in education in Government, Catholic and Independent schools. This diversity has given the Committee a great depth of talent and ideas. The following people are Committee members:
Andrew Pender PMDL Architects
Bill Walsh Catholic Education Commission
Bruce Litchfield Sydney Anglican Schools Corporation
Cecilia Wilson NSW Department of Commerce
Fiona Young BVN Architecture
Greg Kervin Catholic Education Commission
John Day Catholic Education Office Wollongong
John Perry Thomson Adsett Architects
Peter Doddrell PMDL Architects
David Buley Association Of Independent Schools of NSW
Wendy Godden Association of Independent Schools of NSW
The Committee members would like to express their thanks to Mr Ray Whitfield who has resigned from the Committee. The Committee offers its sincere thanks for his contribution and support in getting CEFPI active in NSW. The Committee has organized and staged many successful events during the last 12 months with site visits to the following schools: 2009 Term 1 No visit Term 2 Stockland Office Visit Term 3 Holy Family Primary School Emerton Term 4 Alastair Blythe seminar
School visits conducted or planned for 2010 Term 1 MLC School, Burwood (80 people attended) Term 2 Northern Beaches Christian School
Terrey Hills Term 3 St Paul’s School, Camden Term 4 Claremont College, Waverley
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Seminars for 2010 Term 3 Does space assist learning? Term 4 Developing the educational brief
2011 CEFPI Conference Planning is progressing well with the venue booked and speakers approached. School visits and other events to be included in the program are also being organised BER Most members (schools and architects) have been heavily involved in the implementation of the Building the Education Revolution program within the Government and Non-Government sectors. Finances The Association of Independent Schools of NSW has assisted with the provision of secretariat support during the year. Sponsors The Committee would like to express its thanks to the following companies for their valuable contribution and continued support: Interfaceflor, Arthur Stutchbury, RE Batger. Australian Portable Buildings, GEO Floor, Steve Watt Constructions, Stephen Edwards Constructions, Sports Technology International and Kinnarps.
Opportunity and Changes 1. The NSW Committee is actively looking at how to grow the chapter’s membership within the schools. 2. The Committee is excited about the 2011 CEFPI Conference being held in Sydney and is looking forward to seeing you all in June next year. Bruce Litchfield
5. GENERAL BUSINESS
There was no general business.
6. MEETING CLOSE
There being no more business, the meeting closed at 8.11am