Rescission of the Special Resolution for the 2019 AGM

The letter below has been sent to all members as of 24 March 2019, either electronically, should your email be on file with the AHSA, or alternatively, via post.

Please be reminded that NO VOTING will occur at the 2019 AGM in Hobart on 30 March to consider the updated AHSA constitution.

A Special AGM has been scheduled for this purpose on 28 August 2019 in Sydney. More details will be forthcoming. 

Dear Members,

After careful consideration of constructive feedback provided by the AHSA membership through the appropriate channels of communication, as well as the reception of professional insight from governing partners within the international equine industry, the special resolution recommending ‘That the Memorandum and Articles of Association of The Arabian Horse Society of Australia Limited be repealed and the proposed new Constitution be adopted by the AHSA’ has been rescinded for consideration at the upcoming AHSA AGM on 30th March in Hobart. Given the short time frame between the release of the updated constitution to the members and the upcoming AGM, the constructive amendments to the comprehensive document cannot be responsibly incorporated as subject to the Corporations Act regarding Special Resolutions.

As such, the Board recommends the AHSA proceed on this strong position of support for the proposed new constitution put forth to the membership with the notice of AGM on 6th March 2019, inclusive of the constructive feedback and further professional insight provided since such notice, with two proactive and progressive modifications that will include the following amendments:

The conditional limitations of 7.7.(d).(vii)

7.7 Conduct and Discipline of Members

(d) If the Board, having considered any matter placed before it by the Member, is satisfied that its resolution at clause 7.7(a) is confirmed, the Board may by further resolution impose a disciplinary penalty on the Member by:

(vii) cancelling or suspending the registration of any Arabian Horse owned by the Member as recorded in the Stud Book or Register upon the determination of fraudulent and/or wilful misrepresentation of Arabian Horse identity and/or parentage affecting the integrity of the Stud Book or Register;

The addition of 12.3.(c).(v)

12.3 Appointment of Directors

(c) Members who nominate for election as a Director of the Board shall:

(v) NOT be the spouse, partner in de facto relationship, immediate family member (father, mother, son, daughter, brother, sister, step/in-law) of any current Director, nor of any Member also nominated for the position of Director in the same election year

Please find a copy of the amended constitution attached to this news posting for thorough review.

In regards to section 12.3 Appointment of Directors, the Board welcomes further input from the AHSA Membership on the desired path forward. Two options are presented for consideration. 

Option 1 | Board Directors At Large

12.3.c Members who nominate for election as a Director of the Board shall:

  • be eligible to nominate for election pursuant to clause 7.3;
  • be domiciled in a state or territory of Australia;
  • have been a Member of the Company for the preceding 5 years in any Membership Class; and
  • have owned an Arabian Horse, as registered in the Stud Book or Register, within the preceding 5 years.

12.3.g Directors shall be elected as follows:

  • each year Members with voting privileges as provided in clause 7.3 shall be entitled to vote to appoint Directors in accordance with clause 12.1(a).
  • all nominees will then be ranked in terms of total number of votes received and the nominees with the greatest number of votes shall be determined to be Directors.
  • should only four Members nominate, they will automatically be appointed to the position of Director;

Option 2 | Regional Representation of Board Directors

12.3.c Members who nominate for election as a Director of the Board shall:

  • be eligible to nominate for election pursuant to clause 7.3;
  • be domiciled in a one of the four ‘AHSA Regions’ of Australia;
    1. Region 1 | New South Wales (NSW) and the Australian Capital Territory (ACT)
    2. Region 2 | Victoria (VIC) and Tasmania (TAS)
    3. Region 3 | Queensland (QLD) and Northern Territory (NT)
    4. Region 4 | Western Australia (WA) and South Australia (SA)
  • have been a Member of the Company for the preceding 5 years in any Membership Class; and
  • have owned an Arabian Horse, as registered in the Stud Book or Register, within the preceding 5 years. 

12.3.g Directors shall be elected as follows:

  • each year Members with voting privileges as provided in clause 7.3 shall be entitled to vote to appoint Directors in accordance with clause 12.1(a).
  • the Member receiving the greatest number of votes within the Region for which they have been nominated to represent, and in which they legally reside, shall be determined to be Director.
  • should only one Member nominate in each Region for any vacant position, they will automatically be appointed to the position of Director;
  • in even calendar years, Members with voting privileges as provided in clause 7.3 shall be entitled to cast a maximum of four votes, one each for:
    1. Region 1
    2. Region 2
    3. Region 3
    4. Region 4
  • in odd calendar years, Members with voting privileges as provided in clause 7.3 shall be entitled to cast a maximum of four votes, one each for:
    1. Region 1
    2. Region 2
    3. Region 3
    4. At Large
  • The At Large Candidate shall be selected in the odd calendar year. An At Large Director may be domiciled in any Australian state or territory. Selection of the At Large Director shall be determined as follows
    1. all board nominees from all AHSA Regions shall be ranked in terms of total number of votes
    2. from this list, those nominees who have successfully been elected to represent Region 1, 2 & 3 during the same election process shall be eliminated
    3. the nominee remaining with the greatest number of votes shall be determined to be the At Large Director
    4. as Region 4, representing WA & SA, is not required to put forth candidates for election in odd calendar years, members wishing to stand for the position of AHSA Board Director who qualify as residents of this Region may put forth their nomination for the At Large Director position in such years

A voting form and voting information, to choose from the two options outlined above, will be issued to members prior to 1st May 2019. Votes must be received, either electronically or via Post, prior to 1st July 2019. The results of this decision will be shared with the Membership prior to 15th July 2019, with the chosen option to be incorporated into Section 12.3 of the updated constitution under consideration for ratification.

A Special AGM to affirm the updated AHSA Constitution has been scheduled for Wednesday 28th August at 1PM, at the Holiday Inn Sydney Airport, Corner of O'Riordan Street & Bourke Road, Mascot NSW 2020. Further details regarding this Special AGM will be available in due course.

As requested in the Members Bulletin issued in October 2018, member input and feedback regarding the updated AHSA constitution is welcome. This correspondence should be in writing, sent directly to the AHSA Secretary – secretary@ahsa.asn.au or AHSA, PO Box 415, Richmond NSW 2753. All correspondence is requested prior to 1st July 2019, to allow for diligent consideration by the Board well ahead of the Special AGM scheduled for 28th August.

The active engagement of the membership regarding the updated AHSA constitution has been both encouraging and productive, the end result of which will be not only a best possible road map forward for the Society, but a better and brighter future for the Arabian horse.

We look forward to working with all of you in this progressive step forward, and to successfully ratifying the updated AHSA constitution with overwhelming positive support in August.

Regards,

Proposed AHSA Constitution with Amendments | Download PDF

Letter from the AHSA Chair - 23 March 2019 | Download PDF