NOTICE OF 2022 ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING

NOTICE is hereby given that at the Annual General Meeting of SAGE NSW Incorporated is to be held at:
SAGE Garden at 110 Queen St Moruya, NSW 2537
on 21 August 2022 at 12noon.

The business of the meeting will be to conduct the usual business of the AGM and to propose the following resolutions as a Special Resolution, proposed by the Committee of SAGE NSW Incorporated for consideration, and if thought fit, passing by the members in attendance and entitled to vote at the meeting.

• Nomination for the committee must be completed using this form 7 days prior to the AGM. 
• Forms can be lodged in person or by email to the Public Officer or at the SAGE Farmers Market stall on Tuesday 9^th August.

Guest speaker and Pizza

Members (you can join online here) are invited to stay after the AGM for pizza and a presentation on Resilience and Stepping Stone Farm by our guest speaker, Joyce Wilkie. 

Joyce is the Farm Manager and Educator at Stepping Stone Farm.

 AGENDA
SAGE NSW Inc
ANNUAL GENERAL MEETING
Sunday 21 August 2022,
SAGE Garden, 12noon 

1. Attendance.
2. Apologies.
3. Welcome by President.
4. Minutes of the previous AGM Moved/ Seconded.
5. Conflicts of Interest.
6. Reports: Presidents Report, Treasurer’s Report.
7. Special Resolution No 1 (see below).
8. Special Resolution No 2 (see below).
9. Special Resolution No 3(see resolutions and notes for members below).  
10. Dissolution of current committees and Returning Officer takes over running of meeting to elect the incoming committee.
11. Election of the SAGE (NSW) Inc executive committee (see positions below).
12. Election of the subcommittee conveners (see positions below).
13. Election of the Stepping Stone Farm Inc committee (see positions below).

Election of Executive Committee Positions

• President
• Vice-President
• Past President
• Secretary
• Treasurer
• Committee members x 5

Election of Sub-committee conveners

• Farmers Market
• Education and Events
• Facilities Coordination
• Grants
• SAGE Community Food
• SAGE Garden
• Communications

SPECIAL RESOLUTION No. 1

“That the Constitution of SAGE NSW INC in the form presented to the Special General Meeting and initialed by the Chairman of the Special General Meeting be amended to include Special resolutions no. 2 & 3.” 

Explanatory Message to Members regarding the proposed Special Resolution No 2

• to update the constitution as required by legislation
• to update the objectives of SAGE NSW INC
• to include a new section in the constitution (Part 6) to allow SAGE to establish a special purpose fund for the administration of gifts.

Subject to Special Resolution No 1 being determined in the affirmative, that the following clause is added to Part 1 Preliminary of the Constitution under Section 2

Objectives:
A public fund called The Sage Fund is established and maintained to receive all gifts of money or property for the specific purpose of supporting the environmental purposes of SAGE NSW INC.

and
Insert a new Part 6 to the Constitution as follows:

The SAGE Fund

1. The objective of The SAGE Fund (the fund) is to support (the organisation)’s purposes.
2. Members of the public are to be invited to make gifts of money or property to the fund for the organisation’s purposes.
3. Money from interest on donations, income derived from donated property, and money from the realization of such property is to be deposited into the fund.
4. A separate bank account is to be opened to deposit money donated to the fund, including interest accruing thereon and gifts to it are to be kept separate from other funds of the organisation.
5. Receipts are to be issued in the name of the fund and proper accounting records and procedures are to be kept and used for the fund.
6. The fund will be operated on a not-for-profit basis.
7. A committee of management of no fewer than three persons will administer the fund. The committee will be appointed by the organisation. A majority of members of the committee are required to be “responsible” persons as defined by the Guidelines of the Register of Organisations.
8. The fund must not receive any other money or property into its account for any other purpose and it must comply with subdivision 30E of the Income Tax Assessment Act 1997.
9. The organisation must inform the Department responsible for the environment as soon as possible if: it changes its name or the name of its fund; or there is any change to the management committee of the fund; or there has been any departure from the model rules for public funds located in the Guidelines to the Register of Environmental Organisations.
10. The organisation agrees to comply with any rules that the federal Treasurer and federal Minister with responsibility for the environment may make to ensure that gifts made to the fund are only used for its principle purpose.
11. The income and property of the organisation shall be used and applied solely in promotion of its objects and no portion shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or by way of profit to members, directors or trustees of the organisation.
12. Any allocation of monies or property to other persons or organisations will be made in accordance with the established purposes of the organisation and not be influenced by the preference of the donor.
13. In case of the winding up of the fund, any surplus assets are to be transferred to another fund with similar objectives that is on the Register of Environmental Organisations.
14. Statistical information required by the Department on donations to the fund will be provided within four months of the end of the financial year. An audited financial statement for the organisation and its public fund will be supplied with the annual statistical return. The statement will provide information on the expenditure of public fund monies and the management of public fund assets.

Explanatory Message to Members regarding the proposed Special Resolution No 3

• to update the constitution as required by legislation
• to provide continuity and guidance to the incoming committee.
• the position will only be for the first 12 months following the election of a new president
• the role of Past President is at the discretion of the incoming committee.

SPECIAL RESOLUTION No. 3

Subject to Special Resolution No 1 being determined in the affirmative, that the position of Past President, be created for a period of no more than 12 months after he/she ceases to be President.
 
PLEASE NOTE:
This Explanatory Message to Members is not to be taken in any way as affecting the wording of the proposed Constitution, but is provided to inform members of what is proposed and to draw attention to particular matters.
 
NOTES TO MEMBERS

1. All financial Members are entitled to vote on the Special Resolution.
2. To be passed, the Special Resolution must receive votes in favour from not less than three- quarters (75%) of those members who being eligible to do so, vote in person at the meeting.
3. The Special Resolution must be considered as a whole and cannot be altered by motions from the floor of the meeting.
4. Members should read the Explanatory Message to Members preceding the Special Resolution which explains the nature and effects of the amendments to the Rules contained in the Special Resolution.
5. Please direct any question or concerns about the Special Resolution to the SAGE Public Officer treasurer@sageproject.org.au  in writing by 12 August 2022.