2009 Annual Report - Urological Society of Australia and New Zealand

11. Discussion of strategic directions and approval of proposed Special Resolution:
Note: In order for a Special Resolution to be carried, a favourable vote of 75% of those
present is required.
Voting is to be by show of hands. If the show of votes does not clearly indicate that 75% of
votes are favourable, a written poll will be conducted.
Proposed Special Resolution:
“That the existing Constitution of the Urological Association of Australia and New Zealand
be and is hereby repealed and that the new Constitution tabled at the meeting and, for the
purposes of identification, signed by the chair of the Meeting, be and is hereby substituted
and adopted as the Constitution of the Urological Society of Australia and New Zealand”.
Moved: D Malouf Seconded: S Ruthven CARRIED
For: 42
Against: 1
Abstentions: 3
Discussion:
David Splatt: What are the terms of new external Directors to the Board?
The CEO advised the Constitution provides for appointment for a first term up to three
years, with a provision for an additional term.
Pat Meffen: Asked questions regarding the composition and size of Executive and
the Board.
The CEO advised the Executive will become a Board of Directors. The new model is rolebased
and skill-based.
David Webb: Isn’t it going to be difficult to source skill-based directors who will
work pro-bono?
The CEO advised this is standard practice in not for profit organisations.
Helen O’Connell: Advised that a similar process has been undertaken at RACS and has
proven very successful.
Tim Skyring: How will member concerns be taken to Executive with external directors
on the Board?
The CEO advised management will formally communicate with members following future
quarterly Executive meetings. Further, the appointment of a Policy Chair on the Board of
Directors would ensure interaction with members on relevant policy issues.
Urological Society of Australia and New Zealand | Annual Report 2009 www.usanz.org.au 47