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Western Australian Division Inc.

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Western AustraliaVK6 - Council - 6th July 2004 - Discussion Notes
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WIRELESS INSTITUTE OF AUSTRALIA
Western Australian Division
FULL DISCUSSION NOTES FROM
FOUR COUNCIL MEETINGS HELD TO DISCUSS

WHERE VK6 DIVISION STANDS IN RELATION TO THE MOVE TO
A NATIONAL WIA AND
TO DECIDE WHETHER
TO RECOMMEND THE WINDING UP OF THE DIVISION.
PART FOUR OF FOUR - COUNCIL MEETING 6th JULY 2004

THE DISCUSSION CONTINUED FROM THE LAST MEETING WITH THE FOLLOWING MATTERS BEING CONSIDERED

•    Final amendments to Implementation Agreement to make it acceptable to W.A.
•    Wording of letter to members to encourage them to join WIA. (C    Wording of Letter to Members calling A Special General Meeting to decide the future of the Division and any distribution of assets if necessary.
•    Wording of Motions that are to be presented to the Special General Meeting.
•    Strategy for continuing The Division's Public Liability and Personal Accident Insurance Policies for Local Clubs.
•    Decision to Sign the amended Implementation Agreement.
•    Date of Special General Meeting     (The Board Room CWA House West PERTH Has been booked for 10 am Saturday the 21st August 04)
•    Design of Proxy form to enable members who cannot attend the Special General Meeting to vote.
Actions;
•    VK6XRE To get someone to Write the Case against winding -up.
•    VK6LZ to follow up on Insurance
•    VK6LZ to follow up on Mast agreement assignment to WARG
•    VK6NE/ZLZ to Arrange for mail out by week commencing 23/07/04
•    VK6KZ to amend proxy form and complete other documentation
•    VK6LZ to follow up on NWARS with VK6KAD
•    VK6NE to complete joint letter and send to Michael Owen to go out with renewals.
•    VK6ZLZ to arrange meeting at CWA House for Special General Meeting  21.08.04

Motions Tabled were:
Motion No. 1 That the letter to go out with the Renewals be co jointly signed by Neil Penfold and Michael Owen.
•    Proposed VK6XV/VK6KAD
•    Seven for (NE, LZ, KAD, HKR, XV, BDO, HTW), one against (ZLZ), one absent (UU)        Carried
•    Action VK6NE to finalise letter as discussed.
See attachment      *A********           

Motion No. 2    Acceptance of wording for Letter calling for Special General Meeting
•    Proposed VK6KAD/ VK6XV       
•    Eight for (NE, LZ, KAD, HKR, XV, BDO, HTW, UU), one against (ZLZ,)            Carried
See attachment       *B********

Motion No. 3    Acceptance of wording of Implementation Agreement (AKA Collateral Agreement)    Carried
•    Proposed VK6NE/XV
•    Five for (NE, UU, KAD, HKR, XV), four against (LZ, ZLZ, BDO, HTW),            Carried
See attachment       *C********

IMPLEMENTATION
VK6KZ
There are three major items to be considered;
?    The letter to accompany renewals to VK6 Members
?    The Implementation Agreement
?    Motions to be presented at the Special General Meeting.
VK6**
Spoke to the draft letter as tabled, this had become a joint letter from the VK6 President and the National  President. This is  required to be with National by the 9th July 04.
After some discussion and a slight amendment the draft letter was agreed by Council.

THE REVISED IMPLEMENTATION AGREEMENT WAS THEN TABLED FOR DISCUSSION.
VK6**
Pointed out two typographical errors which were noted.

Insurance Policies:
VK6LZ pointed out that the agreement had dropped the NWARS off the list of clubs to be covered, and asked if this club still existed and maintained the club rooms. It is known that at least three repeaters and a beacon are still operated in the Karratha Area.
Action VK6LZ or VK6KAD to e-mail a member in the area to get more information.
VK6**
Thought that if the division is to wind-up then the agreement dies with it.
VK6**
    Said that this was covered by the clause quoting members powers.
VK6**
Did not trust the wording of the two insurance clauses in the agreement and suggested that as the Insurance was crucial  to VK6 Clubs, the arrangements should  stay in Western Australia- Some financial arrangement would be required between the clubs named on the policies to pay the premiums.
VK6**
 Disagreed and thought the Insurance should be paid by National as specified in the agreement for the next three years.    There was further discussion on the imminent renewal of the policies later.

Discussion on whether Council could agree to sign the Agreement without taking it to the Special General Meeting.
The President ruled that Council could agree to sign it without further reference to the members.,

VK6**
If there is no further disagreement, then Council should agree to sign it.
VK6**
Not ready to sign agreement.
VK6**
If the members at the meeting  vote No will the agreement become null & void ?
VK6**
Reminded Council that members at the AGM voted against the Agreement.
VK6**
Was happy to sign
VK6**
Members said no to original agreement, it should now go to Special General Meeting.
VK6**
The letter to members is no problem but in two minds about agreement and thinks it should go back to the members.
VK6**
Holds a proxy from VK6UU which is Yes to both Letter and  agreement.
VK6**
Yes to letter, but agreement should go back to members.
VK6**
Yes to both Letter and  agreement
VK6**
No  to both Letter and  agreement

The President then asked council to vote on the acceptance of the Letter and Agreement:

•    Letter :         Passed     8 for 1 against
•    Agreement    Passed     5 for 4 against.
VK6**
It is unlikely, other than Section 8 (Western Australia) that any of the agreement could be changed as the agreement had been signed by other divisions.
VK6**
The Council will become the Western Australian Advisory Committee.

Discussion on date for the Special General Meeting
Notice of meeting required  21 days, and there was preparatory work to carry out including  preparation of a case against, printing, of two special resolutions, proxy forms, address labels, etc.
Preferred date was 21st August.
Once agreement is signed the $10K will go to National as a donation.
VK6**
Queried the wording of the second motion which included the $10K to National, which would have already been paid
Action    VK6KZ will remove reference to the $10K from the motion.

Discussion on Proxy form format
VK6**
 Did not agree with the draft proxy form that simply appointed a proxy to vote however he preferred and tabled a copy of the one to be used in VK4 which  specified how the proxy was to vote for each motion.
VK6**
The proxy form should be changed to a fixed proxy vote either for/against each motion
VK6**
If motion is amended at the meeting, what happens to the proxy?
VK6**
Said that this had happened at the Federal AGM
It was thought that an amendment could not change the original intent of the motion.
VK6**
Suggested that an amendment could change the distribution of the assets
Action VK6KZ to change the proxy form in line with the VK4 design,

It was noted that the Hills group had resolved that the division should continue, and that a number of other members had also indicated the same preference.

There was a discussion on the change of name required should the Division NOT wind-up
Several names were suggested :
•    West Australian Amateur Radio Club,
•    West Australian Amateur Radio Society,
•    Perth Amateur Radio Club,
•    Radio West, West Australian Radio Society,
•    Westralian Amateur Radio Club.
•    Radio Society of Western Australia
Council settled on Westralian Amateur Radio Club

The need for a case for NOT winding up was discussed and VK6XRE is to approach someone to write it.

Discussion on Assets

VK6**
Although he was against the winding up of the division, or it becoming a club and disposing of most of the assets, he was also of the opinion that should the division continue, (as it was quite entitled to do without a change of name) it would probably wither. This would probably result in control of the assets being lost to VK6  some time in the future. He therefore felt that it was better to settle the matter now and keep most of the assets for the use of VK6 Amateurs..
VK6**
Keep it Local.
VK6**
Has reservations about only keeping $5K as it currently costs $7k p.a. to run the division, however with much reduced responsibilities the costs would reduce.
VK6**
If an organisation was dependent on only it's bank balance it has no reason to exist.
VK6**
If it wound up later then any money left could be distributed in the same way as the main money.

Further discussion on Insurance
VK6**
It had already been decided at a previous meeting to pay the Insurance Renewal for 2004/05 (due 1/08/04) and a quote for the public liability premium of $1,567-50 had been received. (the Personal Accident quote is awaited)
Confirmation that the policy could be assigned to one of the named clubs as successor, should the division wind up had been obtained, or alternatively the same quote in the name of the Repeater Group had been obtained.

There was then some discussion and VK6LZ was asked to talk to Chris Jones and/or Michael Owen to see if National could do better.

Discussion on Meeting venue for Special General Meeting
VK6ZLZ to arrange meeting at CWA House at $66 half day, meeting to start at 10am and light lunch to be provided.

Actions;
•    VK6XRE To get someone to Write the Case against winding -up.
•    VK6NE to complete joint letter and send to Michael Owen to go out with renewals.
•    VK6ZLZ to arrange meeting at VK6LZ to follow up on Insurance
•    VK6LZ to follow up on Mast agreement assignment to WARG
•    VK6NE/ZLZ to Arrange for mail out by week commencing  23/07/04
•    VK6KZ to amend proxy form and complete other documentation
•    VK6LZ to follow up on NWARS with VK6KAD
•    CWA House for SGM 21.08.04

May need another meeting on 20/07/04 to finalise everything. 
End Part four

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