Changes to the Constitution

NOTICE is hereby given that at the Annual General Meeting of The Diabetic Association of SA Inc. (The Association) to be held at Thebarton Community Centre, Corner South Road and Ashwin Parade Torrensville on Thursday 26 October 2023 at 9.30am.

The business of the meeting will include the following Special Resolution, proposed by the Board for consideration, and if thought fit to pass the resolution by the Members in attendance and eligible to vote at the meeting.

Key changes to the Constitution include:

  • Minor modification to purpose and objects with the word ‘funding’ replaced by ‘advancing’ research.
  • Correction to Rule 17 to refer to Rule 35 rather than Rule 21.
  • Introduction of maximum term limits (3 terms of 3 years) and maximum tenure of 9 years for a Board Member.
  • Inclusion of special circumstances where the Board may seek to extend the maximum tenure of a Board Member by up to two x 1-year extensions.
  • Confirmation that after a Board Member’s maximum tenure has been reached a period of three years must pass following that Board Member’s retirement from the Board before the former Board Member is eligible to nominate for re-election to the Board.
  • Introduction of a 2-year term limit for Office Holders and confirmation that an Office Holder can re nominate for further terms provided the Board Member’s tenure has not been exceeded. 
  • Inclusion of a clause that allows a Board Member to hold two Office Holder positions concurrently but only exercise one vote.
  • Confirmation that where a vacancy exists on the Board, or in an Office Holder position, such roles will be appointed under a casual vacancy until the next AGM and that time served in a casual vacancy does not count toward term of a Board Member or Office Holder.
  • Confirmation that casual vacancies can be filled by an out of session resolution.
  • Confirmation that a Board Member may respond to a resolution sent by email through electronic voting and that out of session resolutions will be deemed valid and effectual when signed or otherwise agreed to by the majority, or in the case of a Special Resolution, a three-quarters majority, of the Board.
  • Notice of meetings will be sufficient if it appears in a newspaper circulating within Australia, as opposed to South Australia. 
  • Minor clarification to the wording of Rule 96 and Rule 115.

“That the Constitution of The Diabetic Association of SA Inc. (The Association) in the form presented to the Annual General Meeting be adopted as the Constitution for The Association in substitution for and to the exclusion of The Association’s existing Constitution.”

Information about Special Resolutions
Under the Association’s Incorporations Act (1985) (SA) a ‘Special Resolution’ defined in Section 3 of the Act is a resolution where 21 days written notice has been given to all Members, and where it has been passed by three quarters majority of Members present at the meeting and entitled to vote.

Questions from Members
Members who are unable to attend the AGM and would like to ask a question pertaining to the changes to the Constitution, are invited to do so via phone 8354 5815 or email  to the Chief Executive Officer  Angelique Pasalidis by 5pm Friday 20 October 2023.