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Notice of Annual General Meeting

25 July 2022

Dear Members,

Notice of Annual General Meeting

The Sandringham Yacht Club’s Annual General Meeting (AGM) is coming up and we would like to extend an invitation for all SYC members to join us. It is scheduled to be held on Tuesday 20 September 2022 at 19:30hrs in the Port Phillip Room. Please join us for an update on Club matters including our financial position. The duration of the meeting is normally 75 minutes. 

The agenda is as follows;

  • Welcome & Apologies
  • Mark of Respect
  • Confirmation of the Minutes of the previous General Meeting
  • Commodore’s Report
  • Treasurer’s Report
  • 2021/22 SYC Annual Report
  • 2021/22 SYC Foundation Financial Statements
  • Appointment of Foundation Trustees
  • Appoint Auditor 2022/23
  • Chief Executive’s Report
  • Election Results 2022-24
  • Motions (Special Resolution to Amend the Constitution)
  • General Business

Notice of Election

As part of our General Committee (GC) planning and in line with the Constitution (Rule 26), seven (7) Officers of the Club shall be elected on Saturday 17 September 2022. Eligible members are invited to nominate for the positions of Officers of the Club for a term of two (2) years. Nomination forms can be requested via this email link with nominations closing at 17:00hrs on Friday 19 August 2022.

At the time of writing we have received seven (7) nominations listed below:

  • Commodore – Sue Bowes (SYC Member No. 3182)
  • Vice Commodore – Mark Welsh (SYC Member No. 0746)
  • Rear Commodore – Cathryn Furey (SYC Member No. 2084)
  • Treasurer – Greg Winnett (SYC Member No. 7350)
  • Club Captain – Sail – Robert Date (SYC Member No. 3896)
  • Club Captain – Off the Beach – Nicholas Duell (SYC Member No. 10309)
  • Club Captain – Recreational Boating – Doug Jackson (SYC Member No. 6523)

In the event that an Election is necessary, it will be conducted by ballot and will conclude at 12:00hrs on Saturday 17 September 2022. If you are considering nominating, an information session is scheduled for Wednesday 3 August @ 17.00hrs. If you wish to attend this session, please kindly let me know in advance.

 

Notice of Motions

If Members would like to put forward a motion (Rule 18.5) then please get in touch with Helen Tetlow in order to meet the deadline of Tuesday 23 August 2022 @ 17:00hrs. At this stage we have received two motions which are special resolutions to amend the Club’s Constitution.

 

Motion 1 – Increasing Expenditure Limits

This motion is proposed to amend the Constitution to increase expenditure limits to more practical levels. It has been proposed by Stephen Lynch (2029) and seconded by Life Member and Past Commodore Chris Carlile (412). General Committee recommends that Members approve this motion.

Background

Under section 25.4 of the Constitution, General Committee (GC) is limited to expending up to $100,000 for a capital purchase of a single item and also on the construction or renovation of the Club’s facilities or equipment. The authorised expenditure ceiling was last increased in 2009 when it was increased from $30,000 to $100,000.  This ceiling is now becoming an operational constraint and it is not practical for GC to call a General Meeting to approve expenditure at this level. Given the passage of time and the change in value of money, it is proposed this limit be lifted to $200,000.

The details of the changes to the Constitution are set out in the Special Resolution that follows.

 


 

What do the mark-up symbols mean?

The following examples illustrate the marks used to help show the proposed changes to the Constitution:

  • Existing text that will remain unchanged appears simply as
    the existing text that is already in the Constitution
  • Existing text to be deleted from the Constitution is crossed-out and appears as
    the existing text that is already in the Constitution”, which will reduce to
    the existing text in the Constitution
  • New text to be inserted into the Constitution is underlined and appears as
    the existing text that is already in the Constitution and the new text to be inserted

 


 

Special Resolution – that Members approve the following amendments to the Club’s Constitution

 Amend existing Rule 25.4 (b)

  • (iv) make a capital purchase of a single item in excess of $100,000 $200,000 and
  • (v) expend in excess of $100,000 $200,000 on the construction or renovation of the Club’s facilities or equipment.

 

Motion 2 – Complaints Handling and Member Discipline Improvements

This motion is to amend the Constitution to improve the existing complaints handling and member disciplinary processes to bring them up to date with current best practices to uphold SYC’s Code of Conduct, protect all stakeholders from inappropriate behaviour, and ensure fairness and transparency of the process.  It has been proposed by GC Member Phil Gomez (3468) and seconded by GC Member Cathryn Furey (2084).  General Committee recommends that Members approve this motion.

Background

SYC fortunately deals with very few serious complaints and member discipline matters.  When we do however, our current processes to deal with these matters are outdated, somewhat inadequate and very much in need of an overhaul.  For these reasons, General Committee considers this a very important motion.  The previous motion tabled at the recent General Meeting received close to the 75% approval required.  We have listened to those Members who raised concerns and, following subsequent consultation with them, a number of constructive changes to the previous motion have been made.  We have the support of those Members now and General Committee unanimously recommends that Members approve this revised motion. 

SYC is committed to resolving complaints in a fair, timely and effective way for those who raise a concern and for those who are subject to a complaint.  The Club’s Code of Conduct is set out in Section 2 of the By-Laws.  If disciplinary action is required, then Section 13 of the Constitution applies.  A thorough review of the policies and procedures identified improvements to better protect all stakeholders from discrimination, harassment, abuse and other forms of inappropriate behaviour.  General Committee has approved improvements to the By-Laws which will be implemented when Members approve this motion to update the Constitution.  The improvements provide further clarity and transparency of the process.  They were based on guidelines developed by leading national and state agencies (including Sport Integrity Australia, Sport Australia, and the Australian Human Rights Commission) and recommended by Australia Sailing for yacht clubs to implement. You can view the proposed changes to the By-Laws here

Overview of proposed changes to the Constitution

Along with the improvements to the By-Laws, there are changes to the Constitution which require the approval of Members by special resolution at the Annual General Meeting.  The proposed changes to the Constitution include:

  • Enabling Flag Officers to impose interim orders.
  • Providing more flexibility on the forms of discipline.
  • Simplifying the appeals process so that, instead of holding a general meeting of Members to hear an appeal as currently required under the Constitution, an appeal will be decided by an independent appeals sub-committee.
  • Clarifying the benefits lost upon suspension and termination.
  • Introducing a new Three Strikes Rule with mandatory expulsion following repeated serious offences.
  • Updating the process to appoint a mediator.
  • Allowing the By-Laws to include alternative processes for resolving complaints.

SYC has obtained legal advice to ensure that the proposed changes to the Constitution and By-Laws are legally compliant. 

The details of the changes to the Constitution are set out in the Special Resolution that follows.

 


 

What do the mark-up symbols mean?

The following examples illustrate the marks used to help show the proposed changes to the Constitution:

  • Existing text that will remain unchanged appears simply as
    the existing text that is already in the Constitution
  • Existing text to be deleted from the Constitution is crossed-out and appears as
    the existing text that is already in the Constitution”, which will reduce to
    the existing text in the Constitution
  • New text to be inserted into the Constitution is underlined and appears as
    the existing text that is already in the Constitution and the new text to be inserted

 


 

Special Resolution

That Members approve the following proposed changes to the Constitution to improve SYC’s complaints handling and member discipline procedures.

 


 

Insert new Rule 13.3 to enable a temporary order to be made promptly due to safety concerns and the gravity of the matter.  (Subsequent Rules to be renumbered accordingly.)

13.3 Interim Order

Where a Flag Officer or delegate deems it reasonably necessary to protect a person, the Flag Officer or delegate may immediately impose interim arrangements (including suspension or other limitations of a Member’s rights) that will apply to a Member:

  • (i) where the Member is the subject of a disciplinary procedure, until the conclusion of that procedure; and
  • (ii) in all other cases, for a maximum duration of one calendar month or until General Committee resolves not to take disciplinary action under Rule 13.2(a), whichever occurs sooner.

 


 

Insert new Rule 13.3(a)(vi) to include the Interim Order, if applicable, in the notice to the Member. (This Rule will subsequently be renumbered as Rule 13.4(a)(vi))

  • (vi) setting out any Interim Order made under Rule 13.3.

 


 

Amend existing Rule 13.4(b) and (c) and insert new Rule 13.4(d) to make the potential disciplinary measures more flexible and to clarify the obligations of the disciplinary sub-committee. (The Rules under Rule 13.4 will subsequently be renumbered as Rule 13.5.)

  • (b) After complying with subrule (a), the disciplinary sub-committee may vote by simple majority to:
    • (i) take no further action against the Member; or
    • (ii) impose one or more of the following disciplinary measures it considers appropriate (“the Disciplinary Measures”):
      • (A) reprimand the Member;
      • (B) suspend the Membership rights of the Member for a specified period;
      • (C) fine the Member;
      • (DC) expel the Member from the Club; and
      • (ED) any other disciplinary measures the disciplinary sub-committee considers appropriate.
  • (c) Unless otherwise specified in the Disciplinary Measures, the Disciplinary Measures (including any the suspension of Membership rights or the expulsion of a Member by the disciplinary sub-committee) under this Rule take effect immediately after the vote is passed.
  • (d) The disciplinary sub-committee must use reasonable endeavours to notify the Member promptly of its decision.

 


 

Amend existing Rule 13.5 Appeal rights to clarify and simplify the appeals process, which will be decided by an independent appeals sub-committee instead of a general meeting of Members.  The time in which to give notice is extended to 14 days instead of 48 hours.  (This Rule will subsequently be renumbered as Rule 13.6.)

  • (a) A person against whom Disciplinary Measures have been taken may lodge an appeal in relation to the decision of a disciplinary sub-committee on one or more of the following grounds:
    • (i) that a denial of procedural fairness has occurred;
    • (ii) that the sanction imposed is unjust and/or unreasonable;
    • (iii) that the decision was not supported by the information/evidence provided at the mediation or to the Disciplinary Meeting;
  • (b) A person wanting to appeal must lodge a letter setting out the basis for their appeal with the CEO within fourteen (14) days of the decision being made.
  • (c) If the letter of appeal is not received by the CEO within this time, the right of appeal will lapse.
  • (d) The letter of appeal and the notice of the disciplinary sub-committee’s decision will be forwarded to the CEO and Flag Officers to review and to decide whether there are sufficient grounds for the appeal to proceed.
  • (e) If the appellant has not shown sufficient grounds for an appeal in accordance with (a) above, then the appeal will be rejected. The appellant will be notified in writing, including the reasons for the decision.
  • (f) If the appeal is accepted, an Appeal Meeting with new panel members will be convened to rehear the complaint.
  • (g) The Disciplinary Meeting procedure shall be followed for the Appeal Meeting.
  • (h) The decision of the Appeal Meeting will be final and binding.
  • (a) A person whose Membership rights have been suspended, has been fined or who has been expelled from the Club under Rule 13.4 may give notice to the effect that he or she wishes to appeal against the suspension, fine or expulsion.
  • (b) A notice must be in writing and given:
    • (i) to the disciplinary sub-committee immediately after the vote to suspend, fine or expel the person is taken; or
    • (ii) to the Chief Executive Officer not later than 48 hours after the vote.
  • (c) If a person has given notice under subrule (b), a disciplinary appeal meeting must be convened by the General Committee as soon as practicable, but in any event not later than 21 days, after the notice is received.
  • (d) Notice of the disciplinary appeal meeting must be given as soon as practicable to each Member who is entitled to vote under Rule 23 and must:
    • (i) specify the date, time and place of the meeting; and
    • (ii) state:
      • (A) the name of the person against whom the disciplinary action has been taken;
      • (B) the grounds for taking that action; and
      • (C) that at the disciplinary appeal meeting, the Members present must vote on whether the decision to suspend, fine or expel the person should be upheld or revoked.

13.6 Conduct of disciplinary appeal meeting

  • (a) At a disciplinary appeal meeting:
    • (i) no business other than the question of the appeal may be conducted;
    • (ii) the General Committee must state the grounds for suspending, fining or expelling the Member and the reasons for taking that action; and
    • (iii) the person whose Membership has been suspended or who has been fined or who has been expelled must be given an opportunity to be heard.
  • (b) After complying with subrule (a), the Members present and entitled to vote at the meeting must vote by secret ballot on the question of whether to suspend, fine or expel the person should be upheld or revoked.
  • (c) A Member may vote by proxy at the meeting pursuant to Rule 20.2.
  • (d) The decision is upheld if a majority of the Members voting at the meeting vote in favour of the decision.

 


 

Insert new Rule 13.7 to clarify the impact of disciplinary suspension of Membership.

Rule 13.7 Disciplinary suspension of Membership

A Member who has been suspended as a result of disciplinary action is not entitled to any of the benefits of Membership, including but not limited to:

  • (a) access to the carpark, clubhouse, marina, hardstand, boat yard, off-the-beach, storage lockers and other Club facilities;
  • (b) participation in racing and any other Club events; and
  • (c) voting and any other privileges,

for a period of up to two (2) years, after which he or she can apply to General Committee to have their Membership rights reinstated.

During the period of suspension, the Member will not be liable for Membership fees (but will not be entitled to a refund of fees paid in advance) but will be liable to meet obligations as a rental tenant or licence holder.

 


 

Insert new Rule 13.8 to clarify the impact of Membership termination.

Rule 13.8 Termination of Membership

A Member who has been terminated or expelled as a result of disciplinary action is not entitled to any of the benefits of Membership and cannot apply for Membership (as if a new Member in accordance with Rule 7 of the Constitution) for a minimum period of five (5) years.

 


 

Insert new Rule 13.9 to introduce a Three Strikes Rule.  When required, General Committee appoints a disciplinary sub-committee to hear a serious matter.  They are infrequent (maybe one every two years) and, although repeat offenders are rare, this new Rule makes it clear that the Club will not tolerate ongoing serious breaches by a Member.

13.9 Three Strikes

The Club will not tolerate ongoing or repeated breaches of the Club’s Constitution, By-Laws or Policies. A Member who has on two occasions, at any time after 20 September 2022, had formal written disciplinary action of any form imposed by a disciplinary sub-committee, will be expelled from the Club if a disciplinary sub-committee determines that the Member has for a third occasion within 10 years of the previous two occasions breached any of the Club’s Constitution, By-Laws or Policies.

 


 

Amend existing Rule 35.6 to bring it in line with current best practice.

35.6 Failure to resolve dispute by mediation

(a) If the mediation process does not resolve the dispute, the parties shall may seek to resolve the dispute by arbitration conducted in Melbourne before an arbitrator appointed by the President of the Australian Institute of Arbitrators and Mediators, or otherwise in accordance with the Act or otherwise at law.”

 


 

Insert new Rule 35.7 to allow for alternative procedures in the By-Laws.

35.7 Alternative procedures in By-Laws

Without limiting this Rule 35, the By-Laws may make provision for alternative procedures and processes for the resolution of grievances or complaints.

 


 

If you have any queries on the proposed motions please let me know [email protected]. Please submit them as early as you can so that your queries can be considered thoroughly and answered in full.

 

PROXY VOTING

If you cannot attend the AGM, proxy voting is now provided for (click here to download the proxy voting form). If you are attending the AGM, there is no need to proxy vote as you will be voting in the meeting.

The AGM which will be followed by complimentary refreshments. We hope to see you there.

 

Richard Hewett
Chief Executive Officer