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Critical Details

In accordance with Clause 9 of its Constitution, the Australian Property Institute Limited (the API) is calling for nominations for its Board of Directors to fill four(4) vacancies. The nomination must be received by no later than 5:00 pm (AEST) on Friday, 16 April 2021. 

AGM

Welcome to our AGM Hub where you can find all the latest information on our upcoming Board elections, notice of Annual General Meeting, and information about any upcoming motions.

API Ltd 2021 AGM Voting Results Summary

Voting Reminder and what to expect at the AGM

Extension to Closing Date – Friday 21 May at 6pm

Posted: 19 May 2021

To ensure all members have been provided with the greatest opportunity to cast their vote in the election of directors, we have extended the closing date for votes to Friday 21 May at 6pm.

A reminder to visit the API website to read each Board Candidate’s Statement here.

To cast your vote, click on the link emailed to all eligible voting members by our platform provider Big Pulse. If you are unable to find the email with your voting link, please contact Big Pulse on 02 9918 4270.

What to expect at the AGM

  • When – The AGM commences at 4pm Wednesday 26 May 2021
  • Format – The AGM will be facilitated as a hybrid meeting, with members being able to elect to attend in person or online.
  • Register – You must register to attend the AGM, whether attending in person or online. We would appreciate it if members could submit any questions prior to the AGM to avoid as far as possible, questions on notice, where further detail is required to be obtained.
  • Physical location: PLEASE NOTE THE CHANGE OF VENUE – To register to attend the AGM in person at York Events, Level 2, 95-99 York Street, Sydney – you must register through this link. Those attending in person will be required to check in using the Services NSW Government app on entry to the venue by scanning a QR code.
  • Online attendance: To register to participate online – you must register through this link.
  • AGM Voting: To vote on the day you will need to use your own device to log into the Lumi platform. Your link, username and password will be provided via email the day before. When voting begins, a polling icon will appear. The resolutions will be displayed on screen. Select For, Against or Abstain to cast your vote. There is no enter or send button. You may however cancel your vote and enter a new selection while voting is enabled. If you are attending in person and your device is unable to access Lumi on the day, you will be given a paper voting option.
  • Membership categories: all API members have the right to attend the AGM. The Constitution also provides a right for Life Fellows, Fellows and Associates to speak and vote at the AGM. Other membership categories are not provided with the right to speak or vote at the AGM. Members who have the right to speak at the AGM may wish to ask questions of the Board in relation to the business that has been tabled. At designated times during the proceedings, you will be invited to indicate your intention to speak. Those attending in person should raise their hand and wait to be invited to speak. Those attending virtually should select the speech bubble icon and type your question in the ‘Ask a question’ panel.

If you are a virtual attendee who wishes to speak verbally, you can follow a link on the Lumi platform under Asking Audio Questions which will redirect you to a Zoom call. Please ensure you mute the broadcast on the Lumi platform before you do so, as well as accept the option to allow the host of the meeting to unmute you. You will be able to listen to the proceedings in the Zoom call.

The business to be transacted at the AGM

The following business has been tabled for the AGM:

  1. To adopt the Minutes of the 2020 Australian Property Institute Annual General Meeting held on Wednesday 27 May 2020 via Redback Webinar Conference Services. The minutes of the 2020 Annual General Meeting are available here.
  2. To receive and consider the following Reports for the 12-month period ended 31 December 2020:
    1. Annual Report in respect of Australian Property Institute Limited and its controlled entities (Australian Property Institute Limited’s Annual Report is published on the website here);
    2. Auditor’s report; and
    3. Financial report.
  3. To consider and to vote on the following member motions:
    1. Motion 1 (ordinary resolution): To amend the Australian Property Institute Limited Constitution to increase the term of office of Directors and Appointed Directors to three (3) years.
    2. Motion 2 (ordinary resolution): To amend Australian Property Institute Limited Constitution at clause 17.1 to stipulate that copies of financial statements must be distributed to Eligible Members by the earlier of:
      1. (i) 21 days before the next AGM after the end of the financial year; and
      2. (ii) 4 months after the end of the financial year.
  4. To announce the results of the election of Directors.
  5. To deal with any other business which is brought forward in conformity with Australian Property Institute Limited’s Constitution. No other business can be transacted at the AGM.

Board Statement on the Proposed Motions

The Board has carefully considered the Proposed Motions. In summary, the Board does not support the Proposed Motions and instead advocates for member engagement and consultation prior to making any such significant amendments to the Constitution. The reasons the Board does not support the Proposed Motions are:

  1. The Proposed Motions seek to amend the current API constitution. API is a large member-based organisation with a significant and varied membership base. As members may recall, in 2015 the current API governance structure including the current API constitution was put in place by API members. This followed extensive national member consultation which took place at significant cost and over an extended period. The review process resulted in the current governance structure and necessitated significant operational organisational change. API has since then continued to transform the internal functions of the API and focused to drive greater efficiencies, value and accountability to API members. Noting this, any change should only be made after extensive member consultation.
  2. The Proposed Motions require refinement to ensure they sit within the terms of the current API constitution and to address any implications of the proposed changes. For example, any amendment to the length of director terms should properly include transitional provisions for current and newly elected directors.
  3. In relation to the provision of financial statements to members, the terms of the current API constitution comply with the requirements of the Corporations Act. The change being proposed departs from the position set out in the Corporations Act. Any departure from the Corporations Act should only be done after consultation with members and with any change carefully drafted.
  4. The Board intends to commence design of a governance review ensuring that we are delivering the best value for our members in the 2021/2022 financial year. The review will include a member consultation process, a review against best practice and careful drafting of any proposed amendments to the current API Constitution. If passed, a Proposed Motion will be included in the work plan for the review. These motions will likely have unintended consequences if they are passed at this time.

The Board also notes for information of Members that:

  • if passed, the Proposed Motions will not amend the current API Constitution as the Proposed Motions are not special resolutions – in accordance with the Corporations Act and the current API constitution only special resolutions can amend the Constitution;
  • API Members can currently elect to receive copies of financial statements within the timeframes prescribed by Proposed Motion 2. This is a requirement under section 316A of the Corporations Act 2001 (Cth) and is provided for by clause 17.1 of the API Constitution. If any Member wishes to receive copies of financial statements, please elect to do so in writing to the Secretary; and
  • in 2020 the Notice of AGM included a link to the Annual Report which included the Financial Statements, as has been the case again this year.
Australian Property Institute Limited Notice of Annual General Meeting 2021

Posted: 4 May 2021

Notice is hereby given that the 2021 Annual General Meeting of the Australian Property Institute Limited (ACN 608 309 128) will be on 26 May 2021 at the Australian Property Institute Ltd Head Office, Level 3/ 60 York Street Sydney, NSW 2000 and via LUMI Global Conference Services, commencing at 4.00pm.

The AGM will be facilitated as a hybrid meeting, members will be provided with an ability to attend the AGM using LUMI Global Conference Services by following the link, which will be uploaded to the API’s website,

to consider the following business:

1. To adopt the Minutes of the Annual General Meeting held on Wednesday 27 May 2020 via Redback Webinar Conference Services.

The minutes of the 2020 Annual General Meeting will be made available on the website at www.api.org.au.

2. To receive and consider the following Reports for the 12-month period ended 31 December 2020:

  1. the Annual Report in respect of Australian Property Institute Limited and its controlled entities;
  2. Auditor’s report; and
  3. Financial report.

Australian Property Institute Limited’s Annual Report will be published on the website.

3. To announce the results of the election of Directors

Voting Methodology

As there are more nominations than vacant positions to be filled for this year’s director nominations, the election is to be conducted in accordance with clause 8.30 (b)(ii) of API’s Constitution. Meaning, the election must be held via a ballot (electronically). The four nominees who receive the highest number of votes will be elected to fill the four vacant positions. Practically, this means it is a ‘first past the post’ method. If any of the nominees are ranked in the top 4, by number of votes, but are subsequently disqualified by reason of clause 9.1(c), meaning their election will result in three directors residing in the same State, they will be excluded and replaced with the nominee who receives the next highest number of votes. There is no need to re-conduct the ballot and exclude that person from the election. This same method ought to be applied until there are four nominees that are not excluded by clause 9.1(c). We confirm there is no preferential voting.

4. To consider and to vote on the following member motions:

  • Motion 1 (ordinary resolution): To amend the Australian Property Institute Limited Constitution to increase the term of office of Directors and Appointed Directors to three (3) years.
  • Motion 2 (ordinary resolution): To amend Australian Property Institute Limited Constitution at clause 17.1 to stipulate that copies of financial statements must be distributed to Eligible Members by the earlier of;
    • a) 21 days before the next AGM after the end of the financial year; and
    • b) 4 months after the end of the financial year.

5. To deal with any other business which is brought forward in conformity with Australian Property Institute Limited’s Constitution.

By order of the Board.

Ann Phillips
Company Secretary
Australian Property Institute Limited

2021 AGM – COVID19 SPECIAL ARRANGEMENTS

Due to the potential for changing COVID restrictions your Board of Directors request the following in relation to the 2021 API Limited AGM

  1. Members intending to attend the meeting in person should register your intention to the API Company Secretary via email at cosec@api.org.au – by 5.00pm (AEST) Monday 17 May 2021
  2. Members are advised they should monitor the API website for updates regarding the change of venue or supplementary notice of meeting for the API AGM. Any alternative venue will be located close to the location as detailed in this Notice of Meeting.
  3. Members are encouraged to lodge questions to your Board of Directors prior to the meeting.

Questions can be directed to the API Company Secretary via email at cosec@api.org.au.