Results from the 2022 Annual General Meeting

Last week the API Annual General Meeting was held in our API Sydney office and via Livestream.  The meeting was efficient, with a strong majority voting in favour of Motions.

We wish to thank all Members who participated in voting and attending the AGM.

This year we welcome returning Board member, Bart Charles Mead and two new Board members Penny Wilson, Associate Director, Savills and Greg Sugars OAM, National Director and CEO of Preston Rowe Paterson.  See our 2022 API Ltd Board.

AGM Slides 25 May 2022

2022 API Board Elections – Returning Officer Summary Report

2022 Election Voting Results

Voting for Motions is now open

Voting for Motions polls open as at 00:01 AEST Friday 6 May.

Voting for the Motions occurs electronically through LUMI Global Conference Services concluding 15 minutes after the commencement of the Annual General Meeting on 25 May.

As a voting Member, please access the electronic ballot below to cast your vote:

Access the poll:

Your Username and Password for voting was emailed to you on Friday 6 May. If you have not received your login information, please contact us on 1800 111 274 or email [email protected].

Poll opens: Friday, 6 May 2022 00:01 AEST

Poll closes: Wednesday, 25 May 2022 16:15 AEST

For more information regarding the voting process, the Motions, key dates and instructions, visit our AGM Hub.

If you have any questions about this email, the election of Motions or the AGM, please email the Company Secretary at [email protected].

2022 Director Candidates

Register to attend

Proposed Constitution


Australian Property Institute Limited Notice of Annual General Meeting 2022

Notice is hereby given that the:

2022 Annual General Meeting of the Australian Property Institute Limited (ACN 608 309 128)

will be held at the: Australian Property Institute Limited Head Office, Level 3 – 60 York Street Sydney, NSW 2000 and via LUMI Global Conference Services

on: Wednesday, 25 May 2022

at: 4:00 PM AEST

with electronic voting to be conducted as follows:


Items of Business

 The purpose of the AGM is to consider the following business:

1) Minutes of previous AGM

To adopt the Minutes of the Annual General Meeting held on Wednesday, 26 May 2021 at York Events, Level 2, 95-99 York Street Sydney NSW and via LUMI Global Conference Services.

The minutes of the 2021 Annual General Meeting will be made available on the API website.


2) API Reports

To receive and consider the:

  • Annual Report in respect of API Ltd and its controlled entities;
  • Auditor’s Report; and
  • Financial Report.

for the 12-month period ended 31 December 2021.

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


3) Election of Directors

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 is to be held via a ballot (electronically).

The three nominees who receive the highest number of votes will be elected to fill the three vacant positions. Practically, this means it is a ‘first past the post’ method. If any of the nominees are ranked in the top 3, 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 will be applied until there are three nominees that are not excluded by clause 9.1(c). We confirm there is no preferential voting.


4) Resolutions

To announce the results of the following motions set out in the attached Notice of Motions:

Motion 1 (special resolution): That the Australian Property Institute Limited revoke its current Constitution and replace it with the version annexed to the Notice of Motions and marked “B” effective from the conclusion of the API 2022 AGM.

Key changes and a summary of the Governance Review that informed the new Constitution are set out in the accompanying Explanatory Memorandum marked “A”.

Motion 2 (ordinary resolution): That the Australian Property Institute Limited and its Directors do all things necessary to give effect to the above special resolution following the passing of the resolution.


5) Other Eligible Business

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



Australian Property Institute Limited Governance Review

Australian Property Institute Limited Governance Review

Explanatory Memorandum


This Explanatory Memorandum will act as a guide to the proposed constitutional changes and provide background to the resolutions. Members are encouraged to read this Explanatory Memorandum and the proposed new Constitution recommended by API (New Constitution) in full.

At the 2021 Annual General Meeting, Members proposed a series of motions, seeking to amend the Australian Property Institute (API) Constitution. As a result, the then Chair of API committed to a governance review of the organisation. A comprehensive review, including extensive consultation with Members and State Committees, was completed by Griffin Legal Pty Ltd and a report into the governance issues and accompanying recommendations for change was prepared (Governance Report). At the 2022 Annual General Meeting, it is proposed for Members to vote in favour of a motion to accept the changes made to the New Constitution.


A series of consultations have been held, seeking engagement with and contributions from Members. Throughout the governance review process, Members were provided with the opportunity to indicate their support or lack of support for specific governance reforms and were invited to provide general feedback. There were seven different consultation methods used.

At this stage, it is intended that Voting Members will decide on whether to proceed with the New Constitution at the Annual General Meeting to be called for Wednesday, 25 May 2022 (AGM). If approved, the New Constitution will come into effect from the conclusion of the AGM.

Feedback Summary

The governance review has had broad engagement. In total, API received over 140 responses from Members through the various consultation methods listed above. From the start of the governance review, API were determined to keep Members at the forefront of change. As a membership organisation, API’s governance structures must best cater for the future of the organisation and its Members.


It is proposed that API adopts a new Constitution to modernise, streamline and refine the corporate governance structure of API. The New Constitution is designed to prepare API for future governance requirements, to meet Member expectations and to comply with the Corporations Act 2001 (Cth).

Proposed Consultation

In preparing the New Constitution, Members have been consulted to ensure transparency, accountability and input.

Key changes to the Constitution are summarised below. This table does not detail every change made, noting the New Constitution was prepared with a view to streamline and simplify language. We recommend Members read the New Constitution in its entirety.

Don't miss the call!

Call for Board Nominations closing on 16 April at 5pm AEST

Nominations for the API Board are closing by Saturday 16 April.

Nominate now!


Call for Motions closes on 26 April at 5pm AEST

Submit a Notice of Motions Form

Call for Motions open on Friday 8 April

Closing Date: 26 April 2022 (5:00PM AEST)

In accordance with the Constitution, the call for motions officially opens this Friday 8 April.


The CEO of the API welcomes voting Members to submit their proposed notices of motions for inclusion in the 25 May 2022 Annual General Meeting (AGM) Agenda.


Members who have the right to attend and vote at the AGM may submit a request to put forward a motion by completing and sending back the Call for Motions form.


Notice of Motions must be received by 5:00pm (AEST) on 26 April 2022 to be included in the Agenda.


We look forward to hearing from you to steer our institute into the future.


Download the Call for Motions form

Elected Director - Call for Nominations

Closing Date: 16 April 2022 (5:00PM AEST)

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 three (3) vacancies.


In accordance with Clause 9.3 of the Constitution and the API Membership Policy only financial Members of the API who are eligible to vote at an AGM are eligible to nominate for vacant Board positions in 2022. This means only Life Fellows, Fellows and Associate Members are eligible to nominate (see clause 5.1 of the Constitution and the API Membership Policy).


A candidate for an Elected Director position must be nominated by two other financial, voting Members of API, in accordance with clause 9.3 of the Constitution and the Nominations Policy.


In accordance with Clause 9.4 of the Constitution, the following three (3) Elected Directors will retire from office at the 2022 AGM:

  1. Katherine Bartolo
  2. Michael Leech
  3. Bart Mead


Subject to the requirements of the Constitution, retiring Elected Directors may be eligible for re-election.


The API’s Nominations Committee will consider all Nominees and will recommend to the Board, in accordance with Clause 9.3, those candidates meeting the appropriate qualities and skill sets required by the Board.


In accordance with Clause 9.1(c) of the Constitution, there can be no more than two (2) Elected Directors who reside in the one State or Territory.


Please note, the new Director Identification Number (DIN) requirement introduced by the Australian Securities and Investment Commission requires you to hold a DIN upon appointment to the Board. Failure to do so may result in personal penalties under the Corporations Act 2001 (Cth). A nominee who does not have a DIN can apply for one through the Australian Business Registry Services at the following link: About director ID | Australian Business Registry Services (ABRS)


Responsibilities of the Board of Directors

The Board of Directors governs the API and has the overall responsibility for setting the strategic direction of the organisation. It is also responsible for the financial viability of the API.


All Board members are required to act in accordance with the Constitution, the API Directors Code of Conduct, the API Directors Responsibilities and Competencies Policy, the AICD Good Governance Principles and Guidance and any other relevant API Policies, as well as the Corporations Act 2001 (Cth) and any other legislation or regulation that applies to the API and its controlled entities.


Elected Directors of the API will automatically be appointed as:

  • a director of the Australian Property Institute Assets’ Limited (APIA), in accordance with clause 10.1 of the APIA Constitution; and
  • a director of Australian Property Research & Education Fund (APREF), in accordance with clause 13.1 of the APREF Constitution.


Directors of API may also be Directors of Australian Property Institute Valuers Ltd (APIV).


A copy of the API’s most recent annual report can be found here.


Format of Application

All applications must consist of the following:

  • A completed API Nominations Form, with the signatures of two (2) nominators and the nominee;
  • a current high resolution ‘passport style’ photograph; and,
  • a candidate statement – not exceeding 600 words. The candidate statement must provide details of the nominee’s history with the API, reasons for nominating for the Board position, address any particular competencies being sought by the Committee, personal qualities that would contribute to the Board and details of any actual, perceived or potential conflicts of interest. The candidate statement will be subject to reformatting for distribution.


All completed nominations are to be submitted to: the Nominations Committee, C/- the Company Secretary, Level 3, 60 York Street, Sydney NSW 2000 or by email to [email protected].


The nomination must be received by no later than 5:00pm (AEST) on Saturday, 16 April 2022.

Submit your questions ahead of the AGM
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