Notice of Special General Meeting
I give notice that a Special General Meeting of the Johnsmen’s Association Inc will be held on Wednesday 10 November at 5:30pm at The Tattersalls Club, Level 2, 181 Elizabeth Street, Sydney, NSW 2000.
The business to be transacted at the Special General Meeting is to consider and, if thought fit, to pass a special resolution in the following terms:
That all of the changes to the Constitution of the Johnsmen’s Association Inc that are specified in Schedule 1 of this notice (including the change to the name of the Association) be approved, and that the Committee be authorised to make application pursuant to section 10 of the Associations Incorporation Act 2009 (NSW) for registration of those changes.
The accompanying Schedule 1 to this notice specifies all of the proposed changes to the Constitution.
Purposes of the proposed changes
To assist you to consider the proposed changes, in the accompanying Schedule 2 you will find presented, alongside one another, in tabular form:
(a) the existing provisions of the Constitution with the proposed amendments marked up;
(b) the clean text of the amended provisions as they will read if the special resolution is approved and the amendments are registered; and
(c) some explanatory information concerning the nature and purpose of the changes that are proposed in respect of specific sections of the Constitution.
All of the proposed changes are recommended by the Committee. As Schedule 2 explains, the reasons for the changes are various. Some of the changes will bring the provisions of the Constitution into express conformity with legal requirements of the Act. Others are intended to adopt some, but not all, of the provisions of the Model Constitution that is set out in Schedule 1 of the Associations Incorporation Regulation 2016 (NSW). They also include an amendment to the name of the Association.
Proposed change of name
The Committee wishes to provide the following additional information by way of background and explanation to the proposed change to the name of the Association.
The alumni of Saint John’s College have operated in voluntary association for 130 years, and the Johnsmen’s Association has operated under its current name and constitution for almost seventy years. The current name was approved when the current written Constitution was adopted in its original form in 1952. At that time, membership of the College was open only to men.
The College is now a co-educational institution. Women were first admitted to the College in 2001. Since that time, the Committee has conducted numerous surveys, focus groups and interviews with members of our alumni community in order to gauge the weight and strength of opinion concerning the name under which the Association operates. The Committee recognises that this is a sensitive and important question – one that goes to the core of identity and the sense of belonging that is the fuel on which the Association runs.
Since 2001, students and alumni of the College alike have commonly designated themselves either as ‘Johnsmen’ or as ‘Jets’. The latter term is an abbreviation of ‘Johnettes’ – the name that was chosen and adopted by the first 38 women who were admitted to the College as resident undergraduate students. The proposed change to the official name of the Association is one that is unlikely to affect the adoption of those designations and certainly is not intended to preclude individual members of the College from continuing to apply them to themselves.
The purpose of the proposed amendment is rather to adopt an official name that, in English usage, does not carry an exclusionary connotation. It is apparent to the Committee that, whatever may have been the grammatical conventions of the past, the current name of the Association is one that, in contemporary English usage, is widely considered to connote exclusion of women. The Association exists to promote co-operation among all those who are eligible for membership, and it seeks to promote the equal participation of its male and female members in achieving that object.
Formal requirements for special resolution
Because each of the proposed changes in Schedule 1 is a change to the Association’s name and/or constitution, none of those changes will take effect unless and until they are registered by the Commissioner for Fair Trading under section 12 of the Associations Incorporation Act 2009 (NSW) (the “Act”). Section 10(2) of the Act provides that an application for registration of such changes may only be made pursuant to a special resolution passed by the Association. Section 39 of the Act provides that a special resolution is only passed if it is supported by at least three-quarters of the votes cast by eligible members of the Association at a meeting of the Association of which not less than 21 days’ notice has been given.
Eligibility to Vote
In order to be eligible to vote in respect of the proposed special resolution, members must have a financial subscription that is, or will be, current as at the date of the Special General Meeting. Any member who has previously subscribed for life membership will have such a subscription. If you are unsure of your membership status, please contact the Association [email@example.com] If you have not previously subscribed for life membership, and wish to do so now, or if you wish to renew your financial membership for the current financial year, you may do so via the Association website using this link:
Section 17 of the Constitution empowers the Committee to permit proxy voting at general meetings, and the committee has resolved to permit eligible members to vote by proxy in respect of the resolution that is to be considered at the Special General Meeting, provided that any person appointed as a proxy must also be a member of the Association and must also have a financial subscription that confers eligibility to vote.
Methods of Voting
PDF Proxy Form
If you wish to vote by proxy, a Form of Appointment of Proxy is attached to this notice. The Form of Appointment requires you to direct how your appointed proxy is to vote. The Form of Appointment also appoints the Chairperson of the Special Meeting to cast your vote in the manner directed in the event that a proxy otherwise appointed fails to attend the meeting.
Scanned copies of signed Appointments of Proxies by eligible members will be accepted if they are received by the Secretary by email not later than 5:00 PM on Monday 8 November. The address for email of scanned copies of proxies to the Secretary is firstname.lastname@example.org
Electronic Proxy Form
If you wish to vote by proxy, an electronic proxy form can be filled in via this link (https://forms.gle/FhUt53yedgTd6hYN7). The Form of Appointment requires you to direct how your appointed proxy is to vote. The Form of Appointment also appoints the Chairperson of the Special Meeting to cast your vote in the manner directed in the event that a proxy otherwise appointed fails to attend the meeting.
Postal Proxy Form
If you wish to print and post a copy of the proxy form, please contact the Secretary (email@example.com) to obtain the postal address. Please note that any proxies sent by post will need to arrive no later than Monday 8 November. Please consider postage times if choosing this option.
Virtual Attendance and Participation
The health and wellbeing of our members is of paramount importance to us. Given current COVID-19 restriction regarding capacity limits for hospitality venues until December 1, there will be limited places to physically attend the Special General Meeting. The Special General Meeting will also be held virtually with registrants able to watch proceedings and post questions. Please register your interest if you wish to attend the Special General Meeting via Video Conference. Members can participate by asking questions or making comments, in writing using the online portal.
Notification of decision of Special General Meeting
The vote in respect of the proposed special resolution will be published and notified to members as soon as practicable after the conclusion of the Special General Meeting and in any event within five business days of the date of the meeting. In the event that the special resolution is passed by the required 75% majority, the outcome of the ensuing application for registration of the changes will be notified as soon as practicable after the determination of the application has been notified by the Commissioner for Fair Trading.
Nisi Dominus Frustra,
Paul Dellow (2005-07)
President, Johnsmen’s Association
20 October 2021