Arc has given notice of an Extraordinary General Meeting of Members (EGM) to be held on 14 November at 10 am at UNSW Roundhouse, UniBar or online via Zoom. All current Arc members are allowed to participate and vote at the EGM.
On the 25th September 2024, Arc received a petition signed by 64 members requesting an EGM be held and that four special resolutions be put forward. Three of the proposed resolutions were deemed to fall within the Board’s management powers and therefore not qualify as matters that can be put to a general meeting. However, the Board proposes that three alternative resolutions be put forward:
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.
The outcome of discussion of the above three resolutions is important to the Board. The Board intends to take seriously the outcome of the member discussion on these resolutions.
The following resolution as proposed by petitioners qualifies for discussion in the general meeting.
Resolution 4:
To consider and, if thought fit, pass the following, 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.
The Board unanimously recommends that the above resolution be rejected, on the basis that its wording is vague and it will therefore be difficult, if not impossible, for the Company to comply with it. This issue is discussed further in Arc’s Extraordinary General Meeting of Members notice.
Despite the Board’s recommendation that Resolution 4 not be passed, it does acknowledge the sentiment and desires of its members. Alternatively, it has proposed Resolution 5 below.
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.
If Resolution 5 is passed, the Board will be required to maintain its Investment Policy in accordance with the proposed amendment, ensuring ongoing alignment with its ethical parameters.
Attendance and Voting
Please note that only current Arc members (or their proxies) may attend the EGM.
In accordance with 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.
Participating in person:
- Arrive by 9:45 am for a 10 am start.
- An Arc staff member will confirm your Arc membership.
- The Chair will open the meeting when quorum (the minimum number of attendees required) is reached and update attendees accordingly.
- 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:
- You must have registered for online attendance in advance and have the Zoom app downloaded.
- 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 9:45 am for a 10 am start.
- The Chair will open the meeting when quorum is reached and update attendees accordingly.
- 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.
Proxies
Arc Members are entitled to appoint a person as their proxy to attend and vote at General Meetings, in accordance with clause 7.23 of Arc’s Constitution. A proxy need not be a Member of the Company. Proxy forms must be completed and returned to Arc in accordance with the timeline and methods outlined within the EGM Notice under “Voting and Proxies”.