SGM 2024

Arthritis NSW ACN 000 587 299 (Company)
Notice of Special General Meeting and Annual General Meeting

Notice is hereby given that the 57th Annual General Meeting of the Company and a Special General Meeting of the Company will be held on Thursday, 1 November 2024 starting at 12pm via Zoom with registration via registration form below.

Documents

Agenda

Special General Meeting – Special Business

1. To consider and if thought fit, approve a new constitution for the Company in contemplation of the proposed merger of the Company with Arthritis Queensland Ltd, further details of which are contained in the Explanatory Memorandum.
2, To consider and if thought fit, approve the merger with Arthritis Queensland Ltd.

Annual General Meeting – Ordinary Business

1. To receive and consider the Directors’ Report for the year ended 30 June, 2024.
2. To receive and consider the Financial Report for the year ended 30 June, 2024, and the related Independent Audit Report.
3. To consider and if thought fit, re-elect Murray Smith who retires as a Director by rotation and being eligible, offers himself for re-election.
4. To consider and if thought fit, re-elect Jayne Senior who retires as a Director by rotation and being eligible, offers herself for re-election.

Proposed Special Resolutions

1. That the Constitution of the Company be repealed and the Constitution (available at arthritisnsw.org.au/sgm-2024/) be adopted by the Company.
2. That the Proposed Merger (as defined in the Explanatory Memorandum that accompanies this Notice) be approved.
3. That the Company (by its directors and CEO) be authorised to negotiate and finalise a merger deed in relation to the Proposed Merger and all other documents contemplated or otherwise necessary to complete the Proposed Merger on behalf of the Company (Transaction Documents).
4. That any two directors or any director and the secretary of the Company be authorised to execute each of the Transaction Documents.
5. Pursuant to clause 4.7(g) of the newly adopted Constitution of the Company, that all of the members of the Company transfer their membership to an honorary membership of The Arthritis Movement, with effect from completion of the Proposed Merger.

Proposed Ordinary Resolutions

6. The Minutes presented from the Arthritis NSW 2023 Annual General Meeting be accepted and approved as a true and accurate record of that meeting.
7. That the Auditors’ Report presented for the financial year ending 30 June, 2024 for Arthritis NSW be accepted and approved.
8. To re-elect Jayne Senior as a Director.
9. To re-elect Murray Smith as a Director.

Dated 30 September 2024 by order of the Board

PROXIES

Please complete and return the proxy form below at least forty-eight hours before the start time of the AGM and SGM if you cannot attend the AGM and SGM but wish to vote by proxy. It is a member’s right to elect a proxy, and it can be given to any adult person.

Mr Nigel Corne, President