What is new?

Under the proposed governance structure the ANZSRS will cease to be an Incorporated Society and will instead become a Company Limited by Guarantee.

Why do we want the ANZSRS to become a Company Limited by Guarantee?

The ANZSRS has become very successful in Australasia, but also on the world stage. As our vision statement states that we have chosen to lead Respiratory Science in to the 21^st century, as a consequence we have had to realise that by making ANZSRS a society that crosses international borders we are required under Australian legislation to have defined rules and regulations in place. These regulations will allow ANZSRS to practice in this manner and will also protect individual members from legal action in the event of unintentional unforseen mistakes occurring. These legal regulations include but are not limited to the manner in which we operate as a Society, the way the regional arms of the ANZSRS operate, and how we deal with the significant finances that ANZSRS manages.

There are many roles that members of the Society can participate in. In terms of the Constitution and legislation the role of being a Board member carries with it distinct legal obligations. As a Company Limited by Guarantee the ANZSRS is better placed to meet these legal requirements whilst protecting the Board members and all members of the ANZSRS from unforseen mistakes.

Why did we take legal advice?

The ANZSRS membership has a wide range of experience in respiratory science, medicine, governance and small business. However we do not have an in depth understanding of the legislation under which the ANZSRS operates. In order to ensure that the ANZSRS Governance review would produce a Constitution that was compliant under appropriate legislation the Board hired legal advice. This legal advice has guided us through the process of deciding whether to keep the ANZSRS as an Incorporated Society or move to a Company Limited by Guarantee and the creation of the new constitution.

ANZSRS - where to from here?

The ANZSRS Board has decided that the most appropriate route for the ANZSRS to follow is to:

1. The ANZSRS will become a Company Limited by Guarantee.
   This means that the ANZSRS will no longer be known as ANZSRS Inc.; instead we will become ANZSRS Ltd.
   
2. The ANZSRS Ltd. Will have a new constitution that has been drafted in line with the legislation that governs companies limited by guarantee.
   
3. The ANZRS will have a Board of Directors (the Board) who will be elected by the membership to Govern and lead the ANZSRS.
   
4. The ANZSRS will maintain its regional structure and will have regional representatives who will be elected through regional elections.

What does this mean for me as a member of the ANZSRS?

As a member of the ANZSRS in many respects this means business as usual. The Society is not changing, we are not changing our reason for being nor are we changing what we stand for. What we are changing is the way the ANZSRS will be governed.

This is a big change for the ANZSRS, and in order for these constitutional and governance changes to take place we need every member to read the documentation and draft Constitution which is available on the ANZSRS website http://www.anzsrs.org.au and to vote in favour of the changes.

What will I be voting for exactly?

There will be 3 special resolutions:

1.       “That, Australian and New Zealand Society of Respiratory Science Inc be voluntarily wound up on the following terms:

1.1  that Australian and New Zealand Society of Respiratory Science Limited be incorporated for the purpose of carrying on the activities currently carried on by Australian and New Zealand Society of Respiratory Science Inc; and

1.2  that any surplus assets of Australian and New Zealand Society of Respiratory Science Inc be distributed to Australian and New Zealand Society of Respiratory Science Limited.”

2.       “That, the Constitution of the Australian and New Zealand Society of Respiratory Science Limited attached to the notice of meeting for the 2010 Annual General Meeting be adopted on incorporation as its governing document.”

3.       “That, the Board of Australian and New Zealand Society of Respiratory Science Inc be empowered to do all things necessary and expedient to give effect to Special Resolutions 1 and 2.”

What happens if only some but not all the special resolutions are passed?

The resolutions are interdependent so that all three must be passed for the ANZSRS to change its constitution and become a company limited by guarantee. Failure to pass all three would have the same effect as a "No" vote.

What if I vote YES?

By voting YES to this you are also agreeing to the ANZSRS adopting the new constitution that will allow it to function as a Company Limited by Guarantee.

What do I need to do next?

Read through the proposed new constitution and accompanying documents that are available on the ANZSRS website. You should do this carefully and discuss with your colleagues. Ask questions. Discuss at local and regional meetings and most of all ask more questions. Send your questions to the ANZSRS website so that the Board can post answers for all to see.

Then what happens?

The Board will call for a vote on the proposal to move the ANZSRS to a Company Limited by Guarantee. The vote will be by a show of hands (+proxy votes) at the next 2010 AGM in Brisbane. In order for the Board to have confidence in what it does next we need every ANZSRS member to vote – this includes YOU .

What if I do not vote or vote NO?

The Board has carefully considered the governance pathway we are now asking you to vote on. We believe that this is the only path open to us that will allow the ANZSRS to continue to function in the way it does, to grow and thrive internationally without breaking South Australian legislation.

If you do not vote or vote NO then the Board will need to rethink what happens next. The reality is that the ANZSRS is currently acting outside of the Incorporations law, and has only been allowed to continue because we have clearly identified the process we are following to rectify the constitutional issues we have.

A NO vote will place the ANZSRS in a difficult legal position and will require the Board to rethink how the ANZSRS operates.

What if I can’t attend the AGM?

You can appoint another ANZSRS member, or the Chair of the AGM, to act as your proxy using the attached form (AGM 2010 proxy form). Using this form allows your proxy to vote on the resolutions either as they think fit, or expressly as you direct them to vote on your behalf. Using a proxy if you can’t attend ensures you still have your say.  Download a copy of the proxy form, print & complete the form and fax to the ANZSRS Secretary: Ms Leigh Seccombe Fax +61 2 97675090 ( Scanned and emailed forms will NOT be accepted.)

How are the proxy votes counted?

The proxy forms are a paper ballot but the vote at the AGM is by show of hands. The proxy votes will be counted prior to the meeting and the results added to the show of hands before the result is announced.

What do I need to remember?

Your vote counts…

To pass this motion, 3/4 of voting members (including proxy voters) at the AGM must vote YES, not just a simple majority.