Proposed Constitutional Changes
Proposed changes to the constitution of The Embroiderers Guild, Victoria to be put to a Special General Meeting to be held at Embroidery House on Saturday November 9, 2019.
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1. Memorandum of Association, point 8, current final sentence:
1 Replace: Once at least every year the accounts of the Guild shall be audited by the Guild’s auditor with Once at least every year the accounts of the Guild shall be reviewed or audited.
1.2 Add a further sentence: The decision whether to review or audit shall be decided annually by the Board.
2. Article of Association. Point 23. (Extraordinary General Meetings)
2.1 The original reads: Only special business is transacted at an Extraordinary General Meeting. Any business transacted at an Annual General Meeting other than consideration of the accounts, balance sheets and reports of the Board and auditors, the election of officers and the appointment and remuneration of the auditors, shall also be deemed special business.
2.2 Replace both mentions of auditors with reviewer or auditor.
3 Article of Association. Point 43. (Branches)
3.1 The last sentence reads: The branch is also responsible for presenting audited accounts each financial year to the Embroiderers Guild Victoria.
3.2 Replace audited with reviewed or audited.
4 Article of Association. Point 48 b (iv). (Annual General Meeting)
4.1 The original reads: The business of the Annual General Meeting shall be to (iv) appoint an auditor if there is a vacancy in the office of auditor;
4.2 Replace (iv) with appoint an auditor if required.
5 Article of Association. Point 58 (Heading: Finance and Audit)
5.1 The original reads: The auditor will be appointed at the Annual General Meeting. The Guild shall pay all the reasonable fees and expenses of the auditor. No person being a current representative of a member at any meeting of the Guild shall be eligible to act as auditor.
5.2 Replace the original with the following:
58 Article of Association. Finance and Review or Audit.
1. If a review is considered appropriate, then appointing an auditor at the AGM shall not be required.
2. If an audit is considered appropriate, then the auditor will be appointed at the annual general meeting.
3.The Guild shall pay all the reasonable fees and expenses of the reviewer or auditor.
4. No person being a current representative of a member at any meeting of the Guild shall be eligible to act as reviewer or auditor.
6 Article of Association. Point 60 2(a) (Notices)
6.1 The original reads: Notice of every General Meeting shall be given to: 2 (b) the auditor or auditors for the time being of the Guild.
6.2 Replace with 2 (b) the reviewer or auditor for the time being of the Guild.
7 Article of Association. Point 72 (a) (Indemnity.
7.1 The original reads: INDEMNITY. Subject to the Act: Every Board member, Secretary and any other officer for the time being of the Guild and its auditor or auditors, shall be indemnified out of the assets of the Guild against any liability incurred by her in defending any proceedings (whether civil or criminal) in which judgment is given in her favour or in which she is acquitted or in connection with any application under the Act in which relief is granted to her by the court in respect of any negligence, default, breach of duty or breach of trust.
7.2 Replace with: delete auditor or auditors, and do not replace with other wording. Also replace her and she with their, them and they as appropriate.