Notice, Agenda & Motions
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given in accordance with clause 7.9 of the Company's constitution, that an Extraordinary General Meeting of the Company called pursuant to clause 7.2 of the constitution will be held on 14th November 2024 at 10.00 a.m. at UNSW Roundhouse, UniBar or via Zoom.
The business of the Extraordinary General Meeting will be to consider and, if thought fit, pass the following ordinary and special resolutions.
Unless otherwise defined or the context requires otherwise, capitalised terms used in this Notice have the meaning given to them in the Company's constitution. Please refer to the Explanatory Memorandum attached to this Notice of Extraordinary General Meeting.
The Company received proposed resolutions from a group of Members. As discussed in the Explanatory Memorandum, one of these resolutions is able to be put to the Extraordinary General Meeting (Resolution 4 below). For those proposed resolutions that are not able to be put to the Extraordinary General Meeting the Board proposes Resolution 1, 2 and 3 below for consideration by Members.
AGENDA:
1. ACKNOWLEDGEMENT OF COUNTRY
2. OPENING OF MEETING
3. BUSINESS OF MEETING:
Resolution 1:
To consider the following resolution:
THAT the Board considers disclosing all financial investments to members in all future annual reports.
Resolution 2:
To consider the following resolution:
THAT the Board considers reviewing its current Investment Policy and Sponsorship and Advertising Policy for further ethical alignment and seeks to identify any additional parameters that may be appropriate following member feedback.
Resolution 3:
To consider the following resolution:
THAT the Board will continue to support student activism by enabling the elected Student Representative Council and Postgraduate Council to advocate for students and student issues through their campaigns and initiatives.
Resolution 4:
To consider and, if thought fit, pass the following resolution, which will be proposed as a special resolution of the Company:
THAT section 3.2 of the Company's constitution be amended to the following:
The income and property of Arc must be applied towards the promotion of the objectives of Arc as set out in this Constitution and the Regulations.
(a) No part of the income or property of Arc may be applied to, and the business of Arc may not be carried on for the purpose of:
(i) the profit or gain of any Member; or
(ii) investment in any industry or company in which the majority of revenue is sourced from the development, production, or sales of weapons or other arms, or
(iii) engaging, colluding, partnering with or investing in cultural, governmental, military, financial or corporate institutions or any company or organisation otherwise that engages in conduct that is not conducive with international law.
Resolution 5:
If Resolution 4 is not passed, then the Chair of the meeting will put forward the following resolution:
To consider and, if thought fit, pass the following resolution, which will be proposed as a special resolution of the Company:
THAT a new section 10.3 be added to the Company's constitution as follows.
10.3 Investments of Arc
The Board must maintain an investment policy for investing surplus funds of Arc that is aligned with ethical and sustainable investment principles and, for avoidance of doubt, prohibits any investment in a company primarily producing weapons, arms or providing military support.
4. OTHER BUSINESS
5. CLOSE OF MEETING
By order of the Board.
Signed: Joelle Barallon
Company Secretary
Arc @ UNSW Limited
15 October 2024
Registered Office Address: Arc Reception, Gate 5 High Street UNSW, Kensington NSW 2033
Arc Board Explanatory Memorandum
Member approval of resolutions is required. This Explanatory Memorandum has been prepared to provide Members with material information to enable Members to make an informed decision in relation to the business to be conducted at the Extraordinary General Meeting of the Company.
Background
On 25 September 2024, the Company received a petition signed by 64 Members requesting a general meeting be held and that four (4) resolutions be put as special resolutions as part of the general meeting.
The Board of the Company sought legal advice on the petition.
The Board of the Company respectfully notes that pursuant to the Corporations Act 2001 (Cth) Company affairs and business operation is to be managed by and under the direction of the Board.
Accordingly, the Board considers that three of the proposed resolutions in the petition, are not able to be put to the Extraordinary General Meeting as they are matters falling within the Board's management powers and, therefore, do not qualify as matters that can be put to a general meeting.
However, the Board proposes that, in the spirit of the request in the petition that three alternative resolutions be put for consideration:
Resolution 1:
THAT the Board considers disclosing all financial investments to members in all future annual reports.
Resolution 2:
THAT the Board considers reviewing its current Investment Policy and Sponsorship and Advertising Policy for further ethical alignment and seeks to identify any additional parameters that may be appropriate following member feedback.
Resolution 3:
THAT the Board will continue to support student activism by enabling the elected Student Representative Council and Postgraduate Council to advocate for students and student issues through their campaigns and initiatives.
The outcome of discussions of the above three resolutions are important to the Board. The Board intends to take seriously the outcome of the member discussion on these Resolutions above.
Resolution 4:
The Board considers that resolution 3 as proposed by the petitioners is a resolution that qualifies to be put to a general meeting. That resolution is as follows:
To consider and, if thought fit, pass the following resolution, which will be proposed as a special resolution of the Company:
That section 3.2 of the Arc Constitution be amended to the following:
The income and property of Arc must be applied towards the promotion of the objectives of Arc as set out in this Constitution and the Regulations.
(a) No part of the income or property of Arc may be applied to, and the business of Arc may not be carried on for the purpose of:
(i) the profit or gain of any Member; or
(ii) investment in any industry or company in which the majority of revenue is sourced from the development, production, or sales of weapons or other arms, or
(iii) engaging, colluding, partnering with or investing in cultural, governmental, military, financial or corporate institutions or any company or organisation otherwise that engages in conduct that is not conducive with international law.
The Board does NOT recommend that this resolution be passed. The Board unanimously recommends that the resolution be rejected on the basis that its wording is vague and therefore will be difficult if not impossible for the Company to comply with.
If the resolution is passed, the Board must comply with it. However, the Board considers that it will have difficulty in complying with the new provision as discussed below.
Relevantly, part (ii) of the proposed resolution means that Arc cannot invest in certain industries or companies being those "in which the majority of revenue is sourced from the development, production, or sales of weapons or other arms". It may be difficult, if not impossible, for the Board at any given time to determine whether a company it wishes to invest in has the majority of revenue sourced from the development, production, or sales of weapons or other arms. Also, determining these matters would be a time-consuming and expensive exercise.
Part (iii) of the proposed resolution is even more difficult to comply with because it contains even more vague terms such as 'colluding' or 'partnering'. Similar with the reasoning above, if the proposed resolution is passed, it would be therefore necessary for the Board to determine whether any entity that it wishes to partner with or invest in "is not conducive with international law". The Board notes that the meaning of "not conducive with" is again quite unclear and would be a time-consuming and expensive exercise to ascertain. The Company does not have the resources to constantly monitor such investments to ensure that it is complying with this proposed requirement. The money that would be spent on such monitoring could be better spent on services for Members.
Note, Part (i) is currently incorporated into clause 3.2 of Arc’s existing Constitution.
Resolution 5:
However, the Board does understand the sentiment behind the proposed resolution and wishes to accommodate the desires of its Members. Accordingly, the Board has proposed Resolution 5, which provides the following:
To consider and, if thought fit, pass the following resolution, which will be proposed as a special resolution of the Company:
THAT a new section 10.3 be added to the Company's constitution as follows
10.3 Investments of Arc
The Board must maintain an investment policy for investing surplus funds of Arc that is aligned with ethical and sustainable investment principles and, for avoidance of doubt, prohibits any investment in a company primarily producing weapons, arms or providing military support.
This resolution will amend the constitution. This resolution acknowledges that the Board currently maintains an Investment Policy that seeks to align with ethical and sustainable investment principles (Investment Policy). Under the current Investment Policy, the Company prohibits investment in companies associated with the production or supply of armaments.
This proposed amendment to the constitution aims to formalise these principles to ensure that the Board continues to adhere to these standards. The proposed Resolution 5 uses the term "primarily producing weapons, arms or providing military support," which the Board believes to provide a clear and practical guideline for future investment decisions. The Board considers that this language is straightforward and ensures that the policy remains actionable without requiring excessive resources or administrative burden.
If this resolution is passed, the Board will be required to maintain its Investment Policy in accordance with the proposed amendment, ensuring ongoing alignment with these ethical parameters.
Voting & Proxies
Voting by proxy
The linked proxy form should be used for this purpose.
The proxy form must be signed by the Member or the Member’s attorney, duly authorised in writing. Capitalised terms used in the enclosed proxy form and not otherwise defined herein shall have the meanings given to them in the Company's constitution.
An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where the instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument.
An instrument appointing a proxy may specify that the proxy is to abstain from voting in respect of a particular resolution and, where the instrument of proxy so provides, the proxy may not vote in respect of the resolution. Unless otherwise instructed, a proxy may vote or abstain from voting as they think fit.
An instrument appointing a proxy is taken to confer authority to demand or join in demanding a poll.
To be valid, the instrument appointing the proxy and the power of attorney (if any) under which it is signed (or a certified copy of it) must be received at the Company’s registered office or electronic address specified below, with the time specified below for that method of service:
| Method of service | Address for service | Time for service |
| By hand | To the Company's office: | 10AM Tuesday 12th November 2024 |
| By email | To the Company Secretary via: | 10AM Tuesday 12th November 2024 |
Voting at the meeting
In accordance the Company’s Constitution, each Member present at the Extraordinary General Meeting has 1 vote on a show of hands and 1 vote on a poll. Voting will take place in accordance with the Constitution and otherwise in a manner directed by the Chair of the Extraordinary General Meeting.
Attendance & Meeting Instructions
Registration for Zoom attendance is essential HERE. Please ensure you download the zoom app prior to the meeting as it is required for voting.
If you are attending as a proxy, please vote according to the instructions provided on the proxy form.
Note: Only current Arc Members (or their proxies) may attend the EGM.
Participating In Person:
- Arrive by 9.45AM for a 10AM start.
- An Arc staff member will confirm your Arc membership.
- The Chair will open the meeting when quorum is reached and update attendees accordingly.
- Please do not leave until the meeting has concluded.
- The Chair will call for questions in the room.
- The motions (per the Notice) will be read by the Chair.
- You will be able to vote FOR, AGAINST or ABSTAIN via a show of hands
- Please keep your hand raised until counting has concluded for each motion.
Participating Online:
- Ensure that you have registered in advance and downloaded the Zoom APP.
- An email from Zoom containing the meeting link will be sent when registration is approved. Do not forward this link to others.
- Join the meeting via the Zoom APP. Attendees will not be able to participate in the voting component of the meeting if joining Zoom via web browser.
- Join the meeting by 9.45AM for a 10AM start.
- The Chair will open the meeting when quorum is reached and update attendees accordingly.
- Please do not leave until the meeting has concluded.
- You may type questions in the Q&A section of Zoom.
- Questions will be addressed by the Chair, or answered by Staff if appropriate.
- Anonymous questions will not be available.
- The motions will appear as separate polls, with the option to vote FOR, AGAINST, or ABSTAIN.
- Ensure that you click ‘SUBMIT’ after voting.
