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Notice of Extraordinary General Meeting

Notice is given that an Extraordinary General Meeting of NAVA will be held via teleconference on 27 March 2017 at 2pm (AEST).

NATIONAL ASSOCIATION FOR THE VISUAL ARTS “NAVA” or “the Company”

ABN 16 003 229 285

Notice of Extraordinary General Meeting and Explanatory Memorandum


Time of Meeting: 2pm

Date of Meeting: Monday 27 March 2017

Place of Meeting: Via teleconference, dial in details will be issued on RSVP to pbenton@visualarts.net.au

Business of the Meeting

To consider and, if thought fit, to pass with or without amendment the following resolution as a special resolution:

RESOLVED that the Articles of Association of the Company be amended by;

1. Inserting in Article 1 the following three new definitions:

"Aboriginal or Torres Strait Islander Visual Arts Representative Director" means an Elected Director who has been specifically elected on the basis that he or she is an Aboriginal or Torres Strait Islander and represents the interests of the Aboriginal and Torres Strait Islander visual arts sector;

"Aboriginal or Torres Strait Islander” means someone of Aboriginal or Torres Strait Islander descent who identifies as Aboriginal or a Torres Strait Islander and is accepted as such by the community in which he or she lives;

“visual arts” means the work of original creative artists in all manner of media including but not limited to painting, sculpture, print making, photography and the crafts;

2. Increasing the minimum and maximum number of directors referred to in Article 26 by one so that Article 26 will commence:

“The number of Directors must be not less than 8 nor more than 10, until otherwise determined by the Company in general meeting, comprised as follows:”

3. Changing the number of Directors who must be Elected Directors in Article 26(a) from 5 to 6.

4. Inserting in Article 26 a new Article 26(d)

“26(d) at least one of the Elected Directors must be an Aboriginal or Torres Strait Islander Visual Arts Representative Director;”

and altering the numbering of existing Article 26(d) to 26(e) and the numbering of existing Article 26(e) to 26(f).

5. Insert in Article 31(c) the words “or an Aboriginal or Torres Strait Islander Visual Arts Representative Director.” after the words “an Organisations’ Representative Director,” and delete the word “or” that appears before the words “an Organisations’ Representative Director”.

6. Insert in Article 31(e)(i) the words “or an Aboriginal or Torres Strait Islander Visual Arts Representative Director;” after the words “an Organisations’ Representative Director” and delete the word “or” that appears before the words “an Organisations’ Representative Director”.


Voting

All financial members of NAVA (Premium and Premium Plus) are entitled to vote at the meeting by attending in person or by depositing a proxy form with NAVA.

A member may vote at the meeting by proxy. The proxy may but need not be a member of the Company. The completed proxy form must be deposited with NAVA at The Gunnery, 41-51 Cowper Wharf Road, Woolloomooloo, NSW 2011 not less than twenty-four (24) hours before the time for holding the meeting. If the proxy form is executed under a power of attorney or other authority that power or authority or a certified copy of that power or authority must also be provided to NAVA not less than twenty-four (24) hours before the time for holding the meeting.

Explanatory Memorandum

The meeting has been convened by the Directors of NAVA.

The Directors of NAVA have been conscious for some time that there has been a lack of representation at board level of the Indigenous visual arts sector.

The directors, wishing to provide for representation of the Indigenous visual arts sector on the board unanimously agreed to call the meeting for the purpose of changing the Articles of Association to introduce the position of “Aboriginal or Torres Strait Islander Visual Arts Representative Director”.

It is proposed that the board will comprise at least one Aboriginal or Torres Strait Islander Visual Arts Representative Director and, to accommodate that change that the minimum number of directors be increased from 7 to 8 and that the maximum number of directors be increase from 9 to 10.

In addition, it is proposed that at least 6 Directors (presently 5) must be Elected Directors.

It is proposed that a new definition of “Aboriginal or Torres Strait Islander Visual Arts Representative Director” be included in Article 1 and a definition of “Aboriginal or Torres Strait Islander person” and “visual arts” (the “visual arts” definition is the same as currently included in clause 2 of NAVA’s Memorandum of Association).

If the resolution is passed by the meeting then Article 26 of NAVA’s Articles of Association will be changed to read as follows:

“The number of Directors must be not less than 8 nor more than 10, until otherwise determined by the Company in general meeting, comprised as follows:

(a) at least 6 of the Directors must be Elected Directors;

(b) at least two of the Elected Directors must be Artists’ Representative Directors;

(c) at least two of the Elected Directors must be Organisations’ Representative Directors;

(d) at least one of the Elected Directors must be an Aboriginal or Torres Strait Islander Visual Arts Representative Director;

(e) the Elected Directors must consist of Directors who are resident in at least 4 different States and Territories;

(f) at least 2 of the Directors must be Co-opted Directors.”


The current Articles of Association and proposed altered Articles of Association may be viewed below.

By order of the board of NAVA

Company Secretary

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