Resolution for the provision of Treasurer and Secretary to be non-members


At the moment the AGSC constitution states that the Secretary must be a member. The  Board proposed to change the constitution to allow for the Secretary to be a non-member.Non-members do not have voting rights.

This change will allow our current Executive Director (the AGSC’s only paid position) to be appointed by the Board as the Company Secretary, a role legally required by the Corporations Act 2001 and is in line with the current contractual responsibility of the Executive Director.

Our current Executive Director is already fulfilling the legal obligations set out by by the Corporations Act 2001. Hence for the constitution to be in line with current work practices the Board proposes  to the membership to amend the constitution so that a Secretary may be allowed to be a non-member (and hence has no voting rights) if required. The constitution already allows for remuneration to the Secretary.



As our organisation grows, for the sake of future proofing, the Board makes the recommendation to amend the constitution to allow the AGSC to appoint a non-member, such as an accountant to fulfil the role of 

Treasurer. A non-member Treasurer would not have voting rights.

At present, the Treasurer, Mark Buys is a member on a voluntary basis. It should be noted that Mark Buys wishes to stay in this role on a voluntary capacity. Hence this constitution change is purely for future proofing. Should a non-member be elected as the Treasurer by the Board in the future, remuneration is recommended. This needs to be changed in the constitution to allow for this.


Here is the new wording in underline that allows for the Treasurer and Secretary to be non-members with no voting rights:


10.2 The Officers

The officers of the Company shall be appointed by the Board and shall consist of a President (who will also act as chair), a Vice-President, a Secretary and a Treasurer. The  Secretary and Treasurer need not be members of the Company. The President and Vice-President must be members of the company. The President shall be appointed for a term of three (3) years but the Board shall retain the power to terminate that appointment at any time. The Secretary, the Vice-President and Treasurer shall be appointed by the Board on an annual basis.


Here is the new wording in underline that allows the non-member Treasurer to be remunerated:

10.5 Role of Treasurer
The person appointed as Treasurer shall be appointed by the Board for such term, at such remuneration and upon such conditions as the Board thinks fit. 

The Board may remove any Treasurer. 

The person appointed as treasurer shall:
a.    keep all general records, accounting books and records of receipts and expenditure connected with the operations and business of the Company;
b.    submit at general meetings each year a statement of the income and expenditure, for the year ending 30 June immediately preceding, together with a list of accounts to be paid and a statement of the finances of the Company.


Here is the Organisation Chart of the AGSC Board for clarity in relation to the non-member Secretary and Treasurer positions and proposed 2 co-Vice Presidents positions:

Download Hi Res Version here

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