national trust of australia (victoria) | acn 004 356 192

Notice of Annual

General Meeting

TIME: 11.00am

DATE: Saturday, 21 November 2015

VENUE: Labassa, 2 Manor Grove, Caulfield North, VIC, 3161

MEMBERS PLEASE NOTE THAT MARKED-UP COPIES OF THE NTAV

CONSTITUTION ARE AVAILABLE FROM THE COMPANY SECRETARY

(TELEPHONE 03 9656 9808) AND ARE ALSO AVAILABLE ON THE NTAV WEBSITE

www.nationaltrust.org.au/victoria

www.nationaltrust.org.au/vic

National Trust of Australia (Victoria) ABN 61 004 356 192

Registered Office: Tasma Terrace, 4 Parliament Place, East Melbourne, Victoria 3002

National Trust of Australia (Victoria) | ACN 004 356 192

A G E N D ANOTICE OF MEETING1. TIME AND PLACE Notice is hereby given that a meeting of Members of National Trust

of Australia (Victoria) (National Trust) will be held at 11.00am at Labassa, 2 Manor Grove, Caulfield North, VIC, 3161 on 21 November 2015. The Explanatory Memorandum which accompanies and forms part of this Notice of Meeting describes the various matters to be considered.

AGENDA2.1 APOLOGIES2.2 MINUTES OF THE PREVIOUS MEETING To receive and confirm the Minutes of the 58th Annual General

Meeting held on 15 November 2014.

2.3 BUSINESS ARISING2.4 APPOINTMENTS TO NATIONAL TRUST OF AUSTRALIA

(VICTORIA) BOARD To announce the 2015 appointments to the Board.

2.5 CHAIRMAN’S REPORT To receive and consider the Chairman’s Report for the financial year

ended 30 June 2015.

2.6 ANNUAL REPORT To receive and consider the Annual Report incorporating the

Financial Statements for the year ended 30 June 2015.

2.7 RESOLUTION ONE – VARIATION OF THE EXISTING CONSTITUTION (REMOVAL OF TABLE OF PROVISIONAL MEMBERS)

To consider and, if thought fit, to pass the following as a special resolution of Members:

That in accordance with Article 2.8 of the Constitution, and for all other purposes, the Constitution of the National Trust is amended by deleting Article 1.6.

2.8 RESOLUTION TWO –VARIATION OF THE EXISTING CONSTITUTION (UPDATE OF THE OBJECTS)


That in accordance with Article 2.8 of the Constitution, and for all other purposes, the Constitution of the National Trust is amended in accordance with the amendment to Article 2.6(a) as shown in the revised draft of the Article in the Annexure to this Notice of Meeting.

2.9 RESOLUTION THREE – VARIATION OF THE EXISTING CONSTITUTION (AMENDMENTS TO APPOINTMENT AND TERM OF DIRECTORS)


That in accordance with Article 2.8 of the Constitution, and for all other purposes, the Constitution of the National Trust is amended in accordance with the amendments to Articles 6.1, 6.2, 6.3, 6.4 and 6.5 as shown in the revised drafts of the Articles in the Annexure to this Notice of Meeting.

2.10 RESOLUTION FOUR - VARIATION OF THE EXISTING CONSTITUTION (APPOINTMENT OF SECRETARIES)


That in accordance with Article 2.8 of the Constitution, and for all other purposes, the Constitution of the National Trust is amended in accordance with the amendment to Article 7.1 as shown in the revised draft of the Article in the Annexure to this Notice of Meeting.

2.11 RESOLUTION FIVE – VARIATION OF THE EXISTING CONSTITUTION (POWER OF THE BOARD TO MAKE POLICIES)



2.12 RESOLUTION SIX – VARIATION OF THE EXISTING CONSTITUTION (DIRECTORS’ CONSENT TO USE OF TECHNOLOGY)



2.13 RESOLUTION SEVEN – VARIATION OF THE EXISTING CONSTITUTION (AMENDMENTS TO DEFINITIONS)


That in accordance with Article 2.8 of the Constitution, and for all other purposes, the Constitution of the National Trust is amended in accordance with the amendments to Schedule 1 as shown in the revised draft of amendments to the Definitions in the Annexure to this Notice of Meeting.

2.14 RESOLUTION EIGHT – VARIATION OF THE EXISTING CONSTITUTION (REPLACEMENT OF TERM “ARTICLE” WITH “CLAUSE”)


That in accordance with Article 2.8 of the Constitution, and for all other purposes, the Constitution of the National Trust is amended by replacing all references to the term “Article” with the word “Clause” in the current Articles 3.1. 3.2(b) and (f), 3.3(a), 3.3(b), 3.3(c), 3.3(d), 3.6(a), 3.8(a), 3.8(b), 3.8(c), 3.8(d), 3.8(e), 3.8(f), 3.8(g), 3.8(h), 3.8(i), 3.9(b), 5.3(c), 5.6(b), 5.7(d), 5.8(c), 5.8(d), 5.9(b), 5.9(c), 5.9(d), 5.11(b), 5.13(d), 5.13(e), 5.13(f), 5.13(g), 5.15(b), 5.16(e), 6.1(a), 6.1(b), 6.1(c), 6.2(b), 6.3(a), 6.3(b), 6.3(c), 6.4(a), 6.4(c), 6.4(d), 6.4(e), 6.6(d), 6.6(f), 6.6(g), 6.7(a), 6.7(c), 6.7(e), 6.8(c), 7.2(d), 7.2(e), 7.2(f), 8.2(c), 8.3(b), 8.3(e), 8.4(c), 9.1(b), 9.1(c), 9.1(d), 9.1(e), 9.1(f), 9.6(e), 9.7(b), 9.7(c), 10.4(g), 11.1(a), 11.1(b), 11.2(a), 11.2(b) and in Schedule 1 Definitions and Interpretation.

2.15 RESOLUTION NINE – HONORARY MEMBER To consider, and if thought fit, to pass a special resolution that

a member of the National Trust of Australia (Victoria) (to be announced by the Chairman at the AGM) who has rendered distinguished service, be elected as an Honorary Member.

2.16 60TH ANNUAL GENERAL MEETING To prescribe, in accordance with Article 13 of the Constitution, the

time and place of the 60th Annual General Meeting.

2.17 OTHER BUSINESS MEMBERS ARE NOTIFIED AS FOLLOWS:

(i) No member shall be entitled to vote at any general meeting unless all subscriptions presently payable by him/her to the National Trust have been paid (Clause 5.14 (c) of the Constitution).

(ii) Members may appoint a proxy, who need not be a member of the National Trust, to attend and vote at a meeting as provided in Section 5.16 of the Constitution. Proxy forms must be deposited at the registered office of the National Trust of Australia (Victoria), 4 Parliament Place, East Melbourne 3002, not less than 48 hours before the time of holding the meeting (by 11.00am Thursday, 19th November, 2015). The attached is the only such form that will be recognised at the Annual General Meeting. This form is available at the Trust’s office.

Martin Purslow, Company Secretary

12th October 2015




The Chairman, Dr Graeme L Blackman OAM, warmly welcomed Trust

members, staff and Directors to the 58th Annual General Meeting of

the National Trust of Australia (Victoria) and confirmed that there was a

meeting quorum. P Ransom, Auditor from RSM Bird Cameron was also

welcomed. He gave an Acknowledgment of the traditional owners of

the land on which the meeting was being held, the Kulin Nations, and

acknowledged elders past and present.

1. Apologies

2. Minutes of the Previous Meeting

3. Business Arising There was no business arising from the previous meeting.

4. Nominations to the Board of the National Trust The Chairman informed the meeting that nominations had been

sought for two positions on the Board of the National Trust of

Australia (Victoria). As two nominations had been received, an

election was not required and the Chairman declared Dr Charlotte

Smith and Kristin Stegley have been appointed Directors for the next

three years.

5. Chairman’s Report It had been 30 years since Mulberry Hill had been bequeathed to the

Trust following Lady Joan Lindsey’s passing in 1984, and after a period

of works, the property had reopened to the public at Easter 2014.

The Chairman reported that the 2013-2014 year’s result was very

encouraging, confirming the success of Trust strategy which focused

on building the capacity of the Trust and investing in organisational

development. The new 2014-18 Strategic Plan had now been

adopted which builds on our core values expanding community

engagement and advocacy, articulating leadership values, inspiration,

celebration and inclusion, innovation and learning, trust, responsibility

and resourcefulness.

The year’s result stems in part from the creation and delivery of an

expanded range of activities, events, programs and projects. The

Chairman thanked staff, volunteers and supporters, partners and

sponsors who helped make this possible. The exhibitions program

has been a major contributor to the improved performance, with two

very successful exhibitions at Rippon Lea – Miss Fisher’s Costume

Exhibition and Love, Desire & Riches, both developed in house.

The Trust’s increased sustainability means more resources can be

devoted to core work – the custodianship of, and advocacy for, our

cultural heritage. The Chairman detailed some of the many examples

of good work done in the past year, including the recent planting of

the first Gallipoli Oak tree by Sir Peter Cosgrove at the Royal Botanic

Gardens, marking the delivery phase of a Trust-led program to place a

Gallipoli Oak seedling in over 450 schools, reaching 10,000 children.

During the year, the Trust had secured administration of the newly

created Victoria’s Heritage Restoration Fund (VHRF) on behalf of

the initiative’s partners, which now also incorporates the former

Melbourne Heritage Restoration Fund and the City of Yarra.

The Trust has been involved in a wide range of community focused

heritage campaigns this year, a year which began with the promising

decision by the Minister for Planning Matthew Guy to add protection

to 87 Melbourne Buildings under Planning Scheme Amendment

C186. The year concluded with the gazetting of the Melbourne

Planning Scheme Amendment C237, introducing interim mandatory

height controls in the Bourke Hill Precinct. The Trust lobbied for this

and welcomed the announcement as a step towards protecting the

low-rise heritage precinct around Parliament. This does not, however

protect post war buildings, and the Trust has been involved with

campaigning to save several seminal post war structures, including

Total House in Russell Street, Melbourne.

At the Trust properties 40 years was marked since the acquisition of

Rippon Lea, and this coincided with the completion of $1.4m Rippon

Lea roof restoration, supported by major funding from the Andrews

Foundation, the Federal Government’s Your Community Heritage

Grant Program and public donations, for which the Trust secured an

Australian Institute of Architects Commendation in 2014. Also secured

was funding to start major capital works at Como House to underpin

the west wall and adjacent façade.

The Chairman also spoke about one of the most significant acts

of the last year, the Trust handing back the title of the Ebenezer

Mission, Antwerp to Traditional Owners the Barengi Gadjin Land

Council Aboriginal Corporation. Performed in the presence of The

Hon Jeanette Powell MP, then Minister for Aboriginal Affairs, The

Hon Hugh Delahunty MP, local Member for Lowan, and Community

Elders, as part of the handover the Trust undertook extensive

conservation and repair works to a dozen headstones and burial plots

of both Aboriginal people and Moravian missionaries.

The Chairman then summarised the National Trust of Victoria

Foundation’s year, which included the launch of the Geelong &

District Properties Endowment Fund in March, as well as a function

at Government House in October to celebrate the generosity of

donors. He thanked the Foundation’s Directors and President, Kristin

Stegley for all their efforts.

The Chairman concluded by outlining the year as one characterised

by innovative partnerships and activities that engage with, and

respond to, communities. Having developed new initiatives and

funding streams and having invested in internal capacity and actively

stewarded Trust properties, The National Trust of Australia (Victoria)

is well placed to deliver its mission in an effective, innovative and,

most importantly, sustainable manner. He thanked all those present

for their support.




of the 58th Annual General Meeting of the National Trust of Australia (Victoria)

held at Mulberry Hill, 385 Golf Links Road, Langwarrin South, VIC, 3910

on Saturday 15th November 2014 at 11.00am

M I N U T E S

Motion: That the following apologies be accepted:

Dr Charlotte Smith (Director), Dominic Romeo (Director), Jennifer Bantow, Ros Lewis, Jan Warracke, Mrs Sunny Acreman, R Kingsley Davis, Elizabeth Fairlie, Dianne Gow & the Ballarat Branch, Dorothy Simpson, Anne Richards, Carole Czermak, G Bread, Elizabeth Peck, Eddy de Jong, Gillian Tolley, Enid Hookey, Lesley Barnes, Jordan Hill and Gary Hill. Carried.

Motion: That the Minutes of the 57th Annual General Meeting

of the National Trust of Australia (Victoria) held on 16th

November 2013 be adopted. Carried.

Motion: That the 2013-2014 Chairman’s Report of the National

Trust of Australia (Victoria) be received. Carried.

6. Annual Report 2013-2014 (Incorporating Financial Statements)

The Chairman invited the CEO to speak to the 2013-2014 Annual Report.

The CEO began by acknowledging the Bunurong peoples as Traditional Owners of the land.

He then presented the 2013-2014 financial reports and discussed the overall results. The properties saw visitation rise to over 400,000 per annum for the first time, over 300 Trust wide events were delivered, as well as an additional 250 events promoted as part of the Heritage Festival attracting a further 120,000 visitors to other heritage sites in Victoria.

The development and promotion of several major property exhibitions in the year were successful: Squizzy Taylor at Old Melbourne Gaol with Channel 9, Miss Fisher with ABC and Everycloud Productions, and Love, Desire & Riches Wedding Costume at Rippon Lea. The Trust has also had its best year for educational visits at over 47,000 and the successful Gallipoli Oaks initiative, driven by the advocacy team, will reach more children this year than any other external education program delivered in Victoria.

Operational changes have seen enhanced retail development, a new online retail program, and major functions expansion including popup events promoted on social media to younger audiences at Old Melbourne Gaol which post-year end have generated over $25,000 revenue and 600 paid visitors in just one night, a new café at Rippon Lea for Love, Desire & Riches and expansion of partnerships with the best that we can be associated with, for example Ben Shewry, Head Chef of Attica and on the current Vic News cover who is now most definitely a Trust ambassador.

The CEO emphasised that all efforts are designed to promote advocacy for and celebration of our natural, cultural and indigenous heritage.

As reported in the annual report, the full year operational profit stands at $788,143, up from a deficit last year of $348,000 representing a significant turnaround in performance year on year. Revenue from goods and services continued to increase across the Trust making up most of the $1.1m rise on the previous financial year. Revenue growth has now consistently occurred year on year since 2008, with overall revenues from the provision of services – functions, attractions operations, events –up over $2.4m.

Trust expenditure totalling $8.5m remains controlled and marginally down at year end. Overall administrative expenses increased just $31,000 on over $2m of costs in a very busy and demanding year. The Trust has increased funding for key staffing, events support, retail, catering and new on-line merchandising along with our expanded exhibitions programs. Overall staff costs in 2013/14 are only $327k greater than they were in 2008. Other Trust expenses overall are a mere $167k more than in 2008, despite the significant revenue growth in the period.

Membership servicing costs have decreased, whilst membership has increased by 4%, with a creditable overall retention rate of over 95% on existing member renewals. Membership now stands at its highest level in several years at over 15,000, equating to around 24,000 individual members.

Property management costs are down overall despite significantly increased activity. Total net revenue from our major properties for the year was $4.9m, exceeding the previous year by 25%. The net result of $1.7m more than doubles the previous years and demonstrates ongoing operational improvement in revenue generation.

The CEO reported that Old Melbourne Gaol secured the largest net profit in the Trust’s history at $1.5m, 30% ahead of budget and $432,000 or 39.8% ahead of last year, including the delivery of the Squizzy Taylor exhibition. Rippon Lea House and Gardens achieved total revenue of over $1.3m and an operational profit of $357k or $437k ahead of last year. FY2014 is the best year ever for Rippon Lea in NT’s history; total revenue almost doubled any of the previous year’s revenue, continuing four years of growth. This is due to increased functions and events, including the two successful exhibitions. Como House saw the successful lease of the stables to a dynamic commercial operator and development of free access to the gardens resulting thousands more visitors to the site. Although still a deficit, at $111,000, illustrating the complexity and cost of running this site under its current planning constraints, this represents a welcome $58,000 improvement on the previous year.

Education programme revenue of $464,319 shows an increasing trend in the last five years with a massive 73% increase in the four years since 2010. New primary school programs were reintroduced at Como and sold out to schools both there and at Rippon Lea to year’s end. Grant Aid via Public Records Office enabled the development of history in place a new program developed by schools using several sites as resources. Other successful education programs include History-in-a-box, Mrs Sargood’s school incursions and Maths@Sea at Polly Woodside

The larger properties help to support the smaller sites, and this has enabled long-term investment at a number of properties this year. All three Mornington Peninsula properties now have paid staff, with Mulberry Hill reopened at Easter. The Chiltern properties now also have a manager, engaged with local stakeholders and developing plans for the three sites. Barwon Park, Barwon Grange and the Heights also now have staff based in the region and all are being slowly transformed.

The CEO concluded by saying that 2014-2015 will build on this year’s positive performance, with development of further programs and exhibitions. This year will see the introduction of opera into our gardens, a major garden festival at Rippon Lea, the Trust’s first major summer masterpiece exhibition touring Love, Desire & Riches from Melbourne to Barwon Park and a second Miss Fishers Costume Exhibition developed for national touring. Rippon Lea will see delivery of a new $100,000 lighting scheme and the reinstatement of one of its early iron glasshouses, both innovative and transformative projects, and Gulf Station will see the relocation of one of the Yarra Valley’s oldest chapels to the site to support its development.

The CEO thanked volunteers and members and Directors on a number of Board committees, for their contributions to the Trust in the past year.

The Chairman then invited members’ questions.

A member and volunteer at Gulf Station raised a concern regarding the relocation of the Healesville Chapel to Gulf Station. Paul Roser, Senior Conservation Manager, responded that the exact location of the chapel was yet to be confirmed, but would take into consideration all parties.

A member from North West Victoria raised a concern regarding Dow’s Pharmacy, asking about the condition of the wall of the shop. The CEO confirmed that work needed to be done, to follow up on the work done a number of years ago. Funds will need to be raised in order to carry out the work.







M I N U T E S

Motion: That the 2013-2014 Annual Reports, incorporating the

Financial Statements, of the National Trust of Australia (Victoria)

be received. Carried.

7. Honorary Member The Chairman announced that John Maidment OAM had been

nominated for Honorary Membership. The Chairman invited Peter

Holloway to speak to the motion.

Peter Holloway outlined John Maidment’s significant role in the

development of pipe organ conservation in Australia, through his

work with the Organ Historical Trust of Australia and the National

Trust. With over 35 years of voluntary work for the Trust in Victoria,

John was instrumental in establishing the Trust’s Pipe Organ

Committee to further the cause of preservation and celebration of

significant instruments. He is currently Secretary of the Pipe Organ

Committee and has previously served for many years as its Chair.

The conservation of pipe organs is important for a proper

understanding of the development of local music and its influence on

cultural development. It is also important for the place the pipe organ

has had as a significant part of the furnishing of the interiors of many

churches and public buildings.

John has played an outstanding role in maintaining the work of

the Committee, identifying instruments worthy of conservation,

ensuring that instruments are properly evaluated and recorded in

documentation of very high standard. He has provided advice to

the Trust, to the owners of instruments and to organ builders on the

restoration and maintenance of classified instruments.

John has also been active in the relocation of classified instruments

where they had ceased to be used. His painstaking work in preparing

and maintaining a Gazetteer of Victorian Pipe Organs, initially in print

and subsequently electronic format has been of enormous value in

understanding the significance of surviving instruments.

In this work John has developed extensive overseas contacts, giving

Australia recognition as a significant contributor to pipe organ

conservation. The Trust in Victoria has benefited greatly from this work.

With John Henwood, John Maidment was co-founder and chairman

of the Organ Historical Trust of Australia (OHTA) in 1977. John was

driven to establish the organisation following a period when major

significant pipe organs in Australia, such as the 1880 Grand Organ in

the Royal Exhibition Building, Melbourne, were being destroyed and

broken up for scrap metal.

The first Organ Historical Trust meeting was held in the chapter

house of St Paul’s Cathedral, Melbourne, during the 1977 Organ and

Harpsichord Festival. Since OHTA’s establishment, many significant

instruments have been carefully conserved to international standards.

John’s work for the National Trust has meant that the most

important of Victoria’s pipe organs are protected by law, with many

now on the Victorian Heritage Register. The Trust’s Pipe Organ

Committee was established in October 1978, and immediately

commenced with classification work. It was guided by John and

OHTA in establishing a process of classification and providing

members for the specialist committee.

A classification scheme for pipe organs in Australia was developed,

and consequently a number of highly significant organs in Victoria

have been restored under the aegis of a National Trust sponsored

restoration appeal, which provides tax-deductibility to donors. The

Committee’s work has provided a vast archive of research material,

and the Trust now has nearly 200 files on significant organs in

Victoria. The long list of organs that John has advised on include

the restoration of organs in St Paul’s Cathedral in Melbourne, St

Mary’s Star of the Sea Church in West Melbourne, St John’s church

in Toorak, Scotch College and Heidelberg’s St Johns, as well as

Brisbane’s City Hall and places in New Zealand.

John has also been a regular contributor to Trust News, Heritage

Council Hearings, tours and talks, and publications, and was on the

steering committee for the National Trust of Australia’s book Victorian

Churches, edited by Prof Miles Lewis, and has a wide knowledge of

church architecture, fittings and history.

John Maidment was awarded the medal of the Order of Australia in

1999 for his contribution to heritage conservation and his extensive

contribution to the work of the Trust is strongly deserving of

recognition by the Trust and the community at large. It serves as

model to which all people engaged in conservation could well aspire.

The Chairman personally endorsed the nomination and then opened

the floor for comments. A number of members also wholeheartedly

endorsed the nomination, including Ken Fawkner and Ursula de Jong.

The Chairman presented an Honorary Membership Certificate

acknowledging John Maidment’s distinguished service to the

National Trust of Australia (Victoria).

John Maidment gave a short speech of thanks, giving further details

about his experience. This including going on an ‘organ crawl’ as a

child and carrying out a research project whilst at university to survey

all the organs in Victoria. He noted that in the past 35 years, not many

pipe organs had been lost, and these had primarily been due to fire, so

that there had been enormous success in stopping the destruction that

took place in the 1960s. John was delighted to accept the honour.

8. 59th Annual General Meeting

9. Other Business The Chairman opened the floor to questions.

A member raised a concern regarding an 1884 building in South Yarra

that was under threaten due to the installation of an underground

carpark. He noted that the National Trust had voiced concerns about

significant trees in the vicinity, but he was keen for the Trust to be

involved on a broader scale regarding the property. Paul Roser, Senior

Conservation Manager, confirmed that the Trust had been involved

with the community regarding this property, and a submission had

been made regarding trees affected. The Trust will continue to

discuss the issues with the community and relevant groups, and the

Chairman and P Roser would discuss this further with the member at

the conclusion of the meeting.

There being no further business raised, the Chairman thanked members

for their attendance and closed the meeting at 12.45pm. Directors

adjourned at 1.30pm for a brief meeting of the Board.

Motion: That John Maidment OAM, who has rendered

distinguished service, be elected Honorary Member of the

National Trust of Australia (Victoria). Carried Unanimously With Acclamation.

Motion: That the 2015, 59th Annual General Meeting of the

National Trust of Australia (Victoria) be conducted at a time

and place to be determined by the Board. Carried.




M I N U T E S




P R O X Y F O R M

STEP 1: Appoint a Proxy to Vote on Your Behalf

I/We (insert your name(s) ............................................................................................................................................................................................................................

Membership Number: .................................................................................................................................................................................................................................

being a financial member(s) of National Trust of Australia (Victoria) appoint the

Chairman of the Meeting

OR

................................................................................................................................................................................................................................................................

(Please Note: leave this space blank if you have selected the Chairman of the meeting. Do not insert your own name)

or in the event that no individual is named, or that individual does not attend the meeting, the Chairman of the Meeting, as my proxy to act generally at the meeting and at any adjournment of that meeting on my behalf and to vote in accordance with the following items of business (or as the proxy sees fit, if no directions have been given) at the Annual General Meeting of National Trust of Australia (Victoria) to be held at Labassa, 2 Manor Grove, Caulfield North, VIC, 3161, on Saturday, 21 November 2015 at 11.00am (AEST).

I/We acknowledge that the Chairman of the Meeting intends to vote all undirected and available proxies in favour of each resolution.

STEP 2: Items of Business

*PLEASE NOTE: If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution One Removal of table of provisional Members

Resolution Two Update of the Objects

Resolution Three Amendments to appointment and term of Directors

Resolution Four Appointment of Secretaries

Resolution Five Power of the Board to make Policies

Resolution Six Directors’ consent to use of technology

Resolution Seven Amendments to Definitions

Resolution Eight Replacement of term “Article” with “Clause”

Resolution Nine Election of Honorary Member

DATED this ............................... day of ................................................. 2015

SIGNATURE(S)2: .............................................................................................................................................................................................................................................

MEMBERSHIP NUMBER:.............................................................................................................................................................................................................................

Notes

1 A Member, entitled to attend and vote at a meeting of Members, is entitled to appoint a proxy. A proxy need not be a Member of the National Trust.

2 A Proxy form from a Household Membership is counted as two votes if the form is signed by both adult members. If the two members of the same household membership wish to direct their proxies separately a second form must be used. A second form can be obtained on application to 9656 9800, downloaded from www.nationaltrust.org.au/victoria or this form may be photocopied.

3 To be effective, proxy form(s) should be received no later than 11.00am on Thursday, 19 November 2015 at the following address: National Trust of Australia (Victoria), 4 Parliament Place, East Melbourne, VIC, 3002; fax (03) 9650 5397, or sign and scan the form and forward to [email protected]

EXPLANATORY MEMORANDUM




| 5204173_1.docx 1

Explanatory Memorandum

1.1 Background

This explanatory memorandum has been prepared for the information of the Members of the National Trust to explain the proposed resolutions to amend the Constitution. The purpose of this Explanatory Memorandum is to provide information which the Directors believe to be material to Members in deciding whether or not to pass the Resolutions in the Notice of Meeting.

The substantive amendments to the current Constitution of the National Trust are necessitated by the Board's desire to refine the appointment and terms of the Directors of the National Trust to align with modern governance standards by ensuring the Board is periodically refreshed. The update has also provided an opportunity to provide greater clarity by amending Articles in the Constitution which may be construed ambiguously.

1.2 'Resolution One - Removal of table of provisional Members

The current Constitution contains a table of the first members of the National Trust at Article 1.6. As the table of provisional Members is outdated, the Board does not consider it is necessary for it to remain in the Constitution for historical reasons in the interests of developing a simpler form document.

1.3 Resolution Two - Addition to description of Australia's heritage in the objects

The Board considers that the object of the National Trust described in clause 2.6(a) of the Constitution should be extended to align with the modern terminology used by the National Trust to describe Australia's heritage to include the words "natural, indigenous, and cultural". The revised expression is aligned with the National Trust's existing charitable registration with the Australian Charities and Not-for-profits Commission and the amendment will not affect such registration.

1.4 Resolution Three - Amendments to appointment and term of Directors

(a) Tenure

In line with modern governance practices, it is widely accepted that Directors should not remain on a board for an indefinite period to promote the revitalisation of the governing body over time. As such, pursuant to Resolution Three, it is proposed that the Constitution be amended to create a greater culture of Board refreshment within the National Trust and a willingness for the Directors to critically evaluate their ongoing contribution to the Board.

Currently, there is no limit on the number of terms a Director may serve. The Board has proposed a limit on the tenure of Directors, being a period of 9 successive years in office which is a commonly accepted practice from a good governance perspective. This ensures that the Board is periodically refreshed to respond to the changing needs of the organisation and to ensure seats become available to better suit the current needs and interests of the National Trust.

There is also a degree of flexibility in the proposed amendment to the Constitution for a person to serve longer than the 9 year period if so appointed by the Board, subject to a maximum tenure of 12 successive years in office. Such discretion may be utilised by the Board when the particular skills and experience of a long serving Director continue to be required by the National Trust. Further, a Director who has served 9 consecutive years in office will be eligible for reappointment following a 3 year absence from the Board.

A transitional provision has also been inserted at Clause 6.4(e) to provide for the continuity of the current Board to serve out the terms for which they were appointed or elected. At the conclusion of their respective terms, the Directors who have been in office for less than 12 years at the time of their retirement will be eligible for reappointment either pursuant to Clause 6.4(b) or at the determination of the Directors (subject to the absolute maximum




EXPLANATORY MEMORANDUM

| 5204173_1.docx 2

period of 12 years in office). Directors who have served 12 years or more at the time of retirement from their current term will not be eligible for reappointment. These amendments ensure the continuity of the knowledge and experience of the current Directors whilst still promoting the renewal of the Board.

(b) Vacancy

The circumstances where the office of Director becomes vacant have been updated to correct an inconsistency with the Corporations Act and modernised drafting and accommodating the changed composition of the Council. Events of vacancy which are contained in the Corporations Act have not been reiterated (such as, death, bankruptcy, etc.).

Section 203D of the Corporations Act provides for the members of a public company to remove a director by ordinary resolution, notwithstanding anything in the Constitution. Therefore the current provision which provides that a Director can only be removed by a special resolution of Members will not be effective and has therefore been updated to refer to an ordinary resolution.

1.5 Resolution Four – Appointment of Secretaries

Clause 7.1 currently provides that the Directors may appoint one or more secretaries on any terms and for such period as they resolve. Section 204A(2) of the Corporations Act provides that a public company must have at least one secretary. Clause 7.1 has therefore been be amended to require that the Directors must appoint at least one secretary, to provide greater clarity and align with the requirements in the Corporations Act.

1.6 Resolution Five – Power of the Board to make "Policies"

Clause 8.1 currently refers to the power of the Directors to make, amend or repeal by-laws which are not inconsistent with the Constitution or the Corporations Act. It is proposed to modernise the drafting to provide for the Board to make "Policies for or with respect to all matters relating to the organisation, management and good governance of the National Trust". This amendment aligns the clause with the practice of the Board. It is also proposed that 8.1(e) be removed from the Constitution as there are currently no by-laws in force that were passed pursuant to the Articles of Association. The several references to the term "by-law" in the Constitution have been replaced with the term "Policies'".

1.7 Resolution Six - Directors' consent to use of technology

Clause 9.2 currently permits a meeting of Directors to be held using any technology. As section 248D of the Corporations Act provides that any technology used to hold a meeting of Directors must be consented to by the Directors, Clause 9.2 has been amended to comply with the minimum requirements imposed by the Corporations Act.

1.8 Resolution Seven - Amendments to Definitions

The following two amendments have been made to the Definitions section in Schedule 1 of the Constitution to provide greater clarity. The definition of "Cessation Event" does not provide for a cessation event to include the liquidation or administration of a Member company, only if it is deregistered. The Board considers this definition should be widened to incorporate these additional events. The definition "Personal Representative" is not used in the Constitution and is therefore proposed to be removed.

1.9 Resolution Eight – Replacement of term "Article" with "Clause"

The Board considers that all references to an "Article" throughout the Constitution, should be replaced with the word "Clause" to reflect that the governing document of the National Trust is no longer known as the Articles of Association and to align with the terminology appropriate for a Constitution.

ANNEXURE




1

Annexure – Proposed amendments to Constitution

For the avoidance of doubt, deletions are shown with a strike through and additions are underlined.

Res. Article Amendment

2 2.6 (a) 2.6 Objects

To inspire Australians to conserve our heritage for the future by giving effect to all or any of the objects hereinafter set out:

(a) Promote and foster appreciation and enjoyment of, and respect for Australia's natural, indigenous, and cultural heritage, including significant natural places;

…

3 6.1 6.2 6.3 6.4 6.5

6.1 Number of Directors

(a) Subject to ArticleClause 6.1(b), the National Trust must have not less than 9, and not more than 12 Directors. For the avoidance of doubt, Alternate Directors are not counted when determining the number of Directors.

(b) Notwithstanding the maximum of 12 Directors specified under ArticleClause 6.1(a), an additional Director may be appointed under ArticleClause 6.3(b)(ii).

(c) At any time the National Trust may not have more than 9 Directors appointed by Members under ArticleClause 6.3(a).

(d) Subject to Article 6.1(a)tThe National Trust in general meeting may increase or reduce the number of Directors.:

(i) increase or reduce the number of Directors; and

(ii) may determine the order of rotation the increased or reduced number of directors is to vacate office.

(e) If the number of Directors is below the minimum fixed by this Constitution, the Directors must not act except in an emergency, to appoint one or more directors in order to make up a quorum for a meeting of Directors, or to call and arrange to hold a meeting of Members.

6.2 Qualification and nomination of Directors

(a) To qualify as a Director, a person must be:

(i) a Member; and

(b)(ii) must not be an employee of the National Trust.

(b) A person nominated to be a director by Members under a postal ballot (or other mode of election prescribed under by-lawsPolicies made under ArticleClause 8.1(d)), including a retiring Director

Proposed Amendments to Constitution




ANNEXURE

2

Res. Article Amendment eligible for re-election under ArticleClause 6.4(b)6.4(e), must be nominated by two Members.

(c) For the nomination to be effective, the following information must reach the Secretary at least six weeks before the annual general meeting:

(i) written notification of the name of the nominee and the names of the nominee's nominators; and

(ii) written consent of the nominee or such other evidence of consent as may be accepted by the Secretary.

6.3 Appointment of Directors

(a) Subject to ArticleClause 6.3(d), the appointment of Directors by Members is conducted by postal ballot or such other mode of election as may be set out in the a by-lawsPolicy made under ArticleClause 8.1(d).

(b) Subject to ArticleClause 6.2(a), the Directors may at any time:

(i) appoint a person as a Director to fill a casual vacancy who shall hold such position until the next annual general meeting at which time they must retire from office at the same time as if they had become a Director on the day on which the Director they are replacing was last appointed as a Director;

(ii) appoint a person as an additional Director who shall retire from office at the next annual general meeting;

(iii) appoint up to three persons as Directors who shall hold office until the conclusion of the third annual general meeting following their appointment or such shorter period as agreed at the time of their appointment.

(c) Appointment of Directors under ArticleClause 6.3(b)(iii) are to be made:

(i) based on the ability of the appointees to contribute to the National Trust's Objects and to represent Members; and

(ii) having regard to the skills and experience determined by the Board.

(d) Where the National Trust has removed a Director under Clause 6.5(b), the National Trust may by ordinary resolution at the general meeting at which the Director was removed appoint another person in place of that Director, provided that person has been nominated by two Members, such nomination being effective if the following information has reached the Secretary at least six weeks before the general meeting:

(i) A person nominated to replace a director removed under Article 6.5(b) must be nominated by two Members; and

ANNEXURE




3


(ii)(d) For the nomination to be effective, the following information must reach the Secretary at least six weeks before the general meeting:

(A)(i) written notification of the name of the nominee and the names of the nominee's nominators; and

(B)(ii) written consent of the nominee or such other evidence of consent as may be accepted by the Secretary.

(e) Directors appointed under Article 6.3(b)(iii) can be re-appointed under Article 6.3(b)(iii) at the conclusion of the third annual general meeting following their appointment by the Directors under Article 6.3(b)(iii).

(f) For the purposes of Articles 6.3(e)and 6.4(c), Directors appointed under Article 49(a) of the Articles of Association of the National Trust, are for the purposes of this Constitution, to be treated as if they were appointed under Article 6.3(b)(iii) of the Constitution.

6.4 Term of Appointment

(a) Each Director appointed pursuant to Clause 6.3(a) shall hold office for a term of 3 years excluding any term of office held in filling a casual vacancy. The expiration of the 3 year term is deemed to occur at the conclusion of the third annual general meeting following the appointment of that Director, at which time he or she must retire from office.

(b) A retiring Director is eligible for reappointment, provided that no person may serve more than 9 continuous years as a Director.

(c) Notwithstanding Clause 6.4(b), the Board may reappoint a retiring Director who has either:

(i) served 9 continuous years in office; or

(ii) will have served more than 9 continuous years in office if reappointed for a further term,

for a further term of up to 3 years, subject to a maximum continuous period of 12 years in office.

(d) A retired Director who has served 9 consecutive years in office is eligible for reappointment after a 3 year absence from the Board.

(e) Subject to Clause 6.5, the Directors in office at the date on which this Clause 6.4 was adopted, will remain in office for the remainder of the term to which they were elected or appointed, at the conclusion of which:

(i) a Director who has served a continuous period of 12 years or more in office must retire and will not be eligible for reappointment;

(ii) a Director who has served a continuous period of 9 years or more in office, but less than 12 years, must retire unless the Board determines that such Director be appointed for a




ANNEXURE

4

Res. Article Amendment successive term of up to 3 years, subject to a maximum period of 12 continuous years in office; and

(i)(iii) a Director who has served for a continuous period of less than 9 years in office, will be eligible for reappointment, subject to Clause 6.4(b).

6.4 Rotation of office

(a) At each annual general meeting one-third of the Directors of the Board shall retire from office. If the number of Directors on the Board at the time of the annual general meeting is not a multiple of three, then the number of Directors nearest one- third shall retire from office.

(b) Subject to Article 6.1(d)(ii), the Directors to retire in every year shall be those who have been longest in office since their last election. Where persons became Directors on the same day, those to retire shall be determined by lot unless the Directors otherwise agree among themselves.

(c) Directors appointed or reappointed under Article 6.3(b)(iii) are not subject to rotation under Article 6.4 until the conclusion of the third annual general meeting following their appointment.

(d) A determination under Articles 6.4(a) and 6.4(b) shall be made not less than six weeks prior to the annual general meeting.

(e) A retiring Director is eligible for re-election at any time.

(f) The National Trust at the annual general meeting at which a Director retires in accordance with Article 6.4, may fill the vacated office by electing a person nominated as a Director under Article 6.2. Where this does not occur, the retiring Director shall be deemed to have been re-elected unless at such meeting it is resolved not to fill the vacated office.

6.5 Vacation of office

(a) A Director may resign from office by giving the National Trust notice in writing.

(b) Subject to the Corporations Act, the National Trust may by special ordinary resolution passed at a general meeting remove any Director.

(c) In addition to the circumstances in which the office of a Director becomes vacant by virtue of the Corporations Act or other provisions of this Constitution, the office of ceases to be a Director is vacated automatically if the Director: if:

(i) the Director ceases to be a Member;

(ii) the Director becomes of unsound mindbecomes mentally incapable or a person whose propertythe Director's estate is liable to be dealt with in any way under a law about mental health;

ANNEXURE




5


(iii) the Director is absent without the consent of the Directors, which shall not be unreasonably withheld, from all meetings of the Directors held during a period of 6 months; or

(iv) the Director resigns or is removed under this Constitution;

(v) the Director becomes an insolvent under administration

(vi)(iv) the Director holds an office or place of profit in the National Trust (including being an employee of the National Trust); or.

(vii)(v) the Corporations Act so provides.

4 7.1 (a) Subject to the requirements of the Corporations Act, Tthe Directors may must appoint one or more Secretaries, for any period and on any terms (including as to remuneration) as the Directors resolve.

5 8.1 (d) The Directors may by resolution make, amend or repeal by-lawsPolicies for or with respect to all matters relating to the organisation, management and good governance of the National Trust, provided such are not inconsistent with the Corporations Act or the Constitution.

(e) By-laws passed pursuant to the Articles of Association remain in force until otherwise amended or repealed under Article 8.1(d).

6 9.2 (a) A meeting of Directors may be held using any technology consented to by the Directors.

7 Sch 1 Cessation Event means:

(a) if a Member is an individual:

(i) death or bankruptcy of that Member or any step is taken for the Member to become, either an insolvent under administration or an externally administered body corporate; or

(ii) that Member becoming of unsound mind or becoming a person whose property is liable to be dealt with under a law concerning mental health;

(b) if a Member is a body corporate, the liquidation, administration or deregistration of that Member under the laws of the jurisdiction of its registration.

Personal Representative means the legal personal representative, executor or administrator of the estate of a deceased person.

(c) Policies means the policies of the Board made in accordance with Clause 8.1(d).




2015 BOARD ELECTION

Your Trust Membership entitles you to vote!

Details of the National Trust Ballot Voting Information

Right to Vote

All financial members of the National Trust of Australia (Victoria), as at 12 October 2015, including Honorary Members, are eligible to vote

in this election of four Directors to hold office for a three-year term.

There are seven nominated candidates for the four (4) vacancies on the Trust Board.

Ballot papers are attached for those members eligible to vote.

Ballot Closes

The ballot is now open. All completed Ballot Papers must be sent by post using the enclosed envelopes and received by the Returning

Officer by 11.00am on Thursday, 19 November 2015, at 4 Parliament Place, EAST MELBOURNE VIC 3002.

The Returning Officer

The Returning Officer for this election is Belinda McDowall.

The Returning Officer has approved all election material.

Nominations Received for the Board

Retiring Directors who, being eligible, offer themselves for re-election are as follows:

Attendances at Board Meetings for the term just completed.

Total No. of Meetings

No. Attended % Attended

David Beatty 25 23 92%

Andrew Bird 2 2 100%

Jacqueline Healy 25 22 88%

Dominic Romeo 25 23 92%

New Nominations

Wendy Brooks

Christina Dyson

Jock Murphy

National Trust of Australia (Victoria)

Details of the National Trust Ballot

Voting Information

THE CANDIDATES

Dominic Romeo, B.A. (Bus) (Personnel Management), B.A. Fine Art PhotographyMEMBER SINCE FEBRUARY 1989Since becoming a NTAV member

in 1989, my life has been dedicated

to saving “at-risk” heritage

property including some of

Victoria’s most significant estates

– Rupertswood, Burnewang, and

3 historic Mt.Macedon Hill Station

properties.

I am a long term member of

the NTAV Board (2006) and the

Finance Committee,

I bring to board a wide range

of experiences, including 30

years in Tourism and Event

Management, member of the

Yalari Fundraising Committee

for Aboriginal Education. I am a

mentor for the Outback to Icecap

Indigenous Program in Antarctica

– 2014/2015 and co-author for

“The Constant Renovators –

restoring grandeur” published

2015 by MUP.

David Beatty, B Com FCAMEMBER SINCE JUNE 1977David has been a Member of the

National Trust for 38 years.

David was appointed a Director in

2009. He played a pivotal role in

the strategic restructuring of the

trust’s financial and commercial

operations resulting in the Trust’s

strong current maintainable

financial position today. The

restructuring balanced the

heritage commitment of the Trust

with financial sustainability.

David spent 27 years (17 as a

partner) with an international

Accounting firm. David is

currently a Director of a number

of private and not for profit

organizations.

Andrew Bird B.Ec (Hons)MEMBER SINCE SEPTEMBER 2010A member of the National Trust

since 2010, I have served on

the Finance Committee for six

years and more recently joined

the Board. I have worked in the

Finance Industry for 30 years and

currently manage the Melbourne

Office of one of the largest

Wealth Managers in Australia.

I have worked in Japan,

Singapore, Indonesia and the UK,

with broad experience managing

people in diverse environments.

I have had a long interest in

heritage, both built and natural,

and wish to continue to support

the National Trust in preserving a

legacy for future generations.

Wendy Brooks BMus, LLB(Hons) AMICDAMEMBER SINCE OCTOBER 2011Wendy advises civil society

organisations and philanthropists

and is Director of Wendy Brooks

Consulting. Wendy is passionate

about working to create a

stronger community.

Born in Geelong, Wendy is

passionate about the history and

heritage of the region.

Wendy joined the National Trust

in 2011 and has served on the

Board of the National Trust of

Victoria Foundation.

Wendy is 55 years old, married

and has four adult children and

two granddaughters and says: “I

am committed to a sustainable

and vibrant National Trust that

respects its membership and

upholds its core heritage values”.

Dr Jacqueline Healy, BA (Hons), MBA, PhD (University of Melbourne) MEMBER SINCE SEPTEMBER 2011Since 2012 I have been a Board

member. I am Co-chair of the

inaugural Aboriginal Advisory

Committee established in

2014, as well as Chair of 60th

Anniversary Committee.

As Curator of the Medical History

Museum and Dental Museum

at University of Melbourne I

bring extensive experience in

collections management and

heritage issues. Previous positions

include Director of Bundoora

Homestead Art Centre, Director

of Museum and Art Gallery of

Northern Territory and Director,

Public Programs, National Gallery

of Victoria. During a career in

museum management and

heritage I have been committed

to community involvement and

stimulating appreciation and

respect for heritage.

Dr Christina Dyson, BA (Hons Class I), Grad. Dip. Hort., Ph.D., M.ICOMOSMEMBER SINCE SEPTEMBER 2015A specialist in twentieth-century

Australian plant gardens with

wide experience in Australia’s

urban and built heritage, and

currently working as a heritage

consultant; garden historian;

and tutor in the history of

landscape architecture at the

University of Melbourne. Previous

roles include co-editor of

Australian Garden History, and

consultant for heritage practices

in Melbourne and Sydney. I

have served on the Gardens

Committees of the National Trust

in NSW and Victoria. Aged 41,

married, with a 5-year-old son,

I am passionate about advocacy

to ensure the values of significant

historic places are understood

and protected.

Jock Murphy, B. Eco, Grad. Dip. Librarianship, Grad. Dip. Business (Management)MEMBER SINCE SEPTEMBER 2015Career at the University of

Melbourne Library (Director

Collections, 2008 - 2013) and

State Library of Victoria (1991 –

2008). In these roles responsible

for acquiring and managing many

nationally significant heritage

collections. Now semi-retired,

consultant and valuer. Age 62,

Trust member 1970’s – 1990’s

and recently re-joined.

Continuing a family commitment

(parents were Honorary

Architects, late 1950’s - 1970’s)

was a Trust Board Member 1977

to 1987, also Chair Melbourne

Properties Committee, Member

Urban Conservation Committee.

Keen to contribute again, in

particular to support the Trust’s

advocacy role.

Denotes retiring Director seeking re-election




HOW TO VOTE

Votes will be counted by the simple majority voting method.

Ballot Papers

The Ballot Papers and Return Envelope are part of this

supplement.

Two (2) ballot papers are provided on this form. The second

Ballot Paper is provided for the casting of an additional vote by

Household Members only.

Voting

To cast a valid vote, you must indicate your preferences by

marking a cross (“X”) in the box(es) next to the name(s) of any

number of candidates, not exceeding four (4), the number of

vacancies.

The Ballot Envelope and the Return Envelope

Detach and seal the completed ballot paper(s) in the (smaller)

Ballot Envelope provided.

Put that sealed Ballot Envelope into the (larger) Trust addressed

Return Envelope, and on the back of that Return Envelope please

write the details of your membership required to be shown there

in order to validate your entitlement to vote.

Each of the candidates seeking a position on the Board has supplied a photograph, which he or she has chosen, and his or her statement in support of candidature, both of which appear in this supplement.

BALLOT PAPER (1 )

Please indicate your preferences

by marking a cross (“X”) next to the name(s) of any number of candidates,

not exceeding the number of vacancies.

Four (4) vacancies to be filled.

Ballot closes at 11.00am on

Thursday, 19 November 2015

*ROMEO Dominic

*BEATTY David

*BIRD Andrew

BROOKS Wendy

*HEALY Jacqueline

DYSON Christina

MURPHY Jock

Please note that the order of the candidates on this Ballot paper was drawn under the supervision of the Company Secretary and witnessed by the Returning Officer. An asterisk (*) denotes a current director standing

for re-election

BALLOT PAPER (2 )for Household Members only

Please indicate your preferences

by marking a cross (“X”) next to the name(s) of any number of candidates,

not exceeding the number of vacancies.

Four (4) vacancies to be filled.

Ballot closes at 11.00am on

Thursday, 19 November 2015

*ROMEO Dominic

*BEATTY David

*BIRD Andrew

BROOKS Wendy

*HEALY Jacqueline

DYSON Christina

MURPHY Jock

Please note that the order of the candidates on this Ballot paper was drawn under the supervision of the Company Secretary and witnessed by the Returning Officer. An asterisk (*) denotes a current director standing

for re-election

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