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

REASON FOR SECRETARY CHANGE

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.

 

REASON FOR TREASURER CHANGE

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.
 

NEW WORDING IN CONSTITUTION FOR MEMBERS TO CONSIDER:

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

AGSC Disclaimer

"The Information on this website is provided as general information only and on the understanding that the Australian Guild of Screen Composers (AGSC) is not providing professional advice of a legal, financial or otherwise nature to any user on the matters covered by this information. Whilst the AGSC makes every effort to keep the information on this site current, the information on this site is subject to change at any time and as different laws and legislation currently exist and operate between the States, Territories and Federal Government of Australia, the AGSC does not warrant or represent that the information on this site is free from errors or omissions.

 

Users of this site should also be aware that the information provided may be in the form of summaries and generalisations derived from other sources and may omit detail that could be significant to a particular scenario or context.  Users of this site should seek independent verification of any information on this site that they are seeking to rely on. The Guild can only provide general information and not advise you on specific points of your music contracts or on the law more broadly. Any questions relating to a contractual agreement beyond general ones should be directed to a qualified lawyer. For specific advice, the AGSC strongly recommends that: members seek information from the relevant Government authority, lawyer, tax professional or other industry professional.

  • Facebook - White Circle
  • Twitter
  • Instagram
  • YouTube - White Circle