Background

The Grain Producers SA Limited (ACN 154 897 533) (GPSA) Constitution was adopted by GPSA when it was first registered as a company in December 2011. Since then the Constitution has only been amended once, in September 2014, to remove the requirement that all changes to the Constitution be approved by the Minister for Primary Industries and Regional Development.

The GPSA Board formed a taskforce consisting of nominated GPSA Board members, staff, and a founding GPSA Board member. Specialist independent lawyers from Johnson Winter & Slattery assisted in reviewing the Constitution to consider whether any amendments are necessary given the growth of GPSA and the changes in its industry and the governance landscape since the Constitution was adopted.

Having undertaken this process, a number of amendments to the Constitution are proposed to ensure the GPSA Constitution reflects changes and developments in these matters as well as to provide GPSA with a more contemporary and suitable Constitution for its members.

When was the Special General Meeting held?

The Special General Meeting was held at GPSA’s office on Level 2 180 Flinders Street, Adelaide, on Thursday 30 May 2019. 

More information is available in the Advance Notice of Special General Meeting, and the Notice of Special General Meeting.

What was the result of the Special General Meeting?

The votes at the Special General Meeting (including proxies) were as follows:

  For Against Approval
Voting for the proposed changes 31 2 93.9%

 

Why change the Constitution?

Experience has shown that parts of GPSA's original Constitution had the potential to cause confusion. Some of the proposed changes are designed to clarify the way in which general meetings of the company are held, and the way in which directors are elected.

Other changes were proposed due to developments in how technology is used, as well as to reflect more modern governance practices among corporations and not-for-profit entities. The amendments seek to ensure that GPSA’s organisational governance and management processes continue to reflect best practice.

GPSA expects that the amended Constitution will enable it to better pursue its objectives and to better service its existing and future members. GPSA has also proposed changes to way in which the document is worded to ensure that it is transparent and easy to read. These changes seek to ensure that the document is accessible, which further supports member participation in GPSA.

The amendments were also proposed with a view to continually improving GPSA’s operations and demonstrating strong industry leadership through sound corporate governance.

How is the Constitution changed?

GPSA’s Constitution can only be amended at a meeting of members by a Special Motion that is supported by no less than 75% of the votes cast on the motion.

Under the proposed changes, the section that deals with the alteration of the Constitution has been simplified. However, the same requirement remains -the Constitution can only be amended if a Special Resolution is passed by Members entitled to vote at a general meeting. A Special Resolution is a resolution that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.

 

What changes were made?

Significant changes include:

Political Neutrality

  • The expansion of GPSA’s requirement to maintain its political neutrality. This prohibits GPSA directors or staff members from being a member of Parliament, candidate for Parliament, or a member of a political party’s state/federal executive or administrative equivalent. This is in line with the Lobbying Code of Conduct.

GPSA's Purpose

  • Updating and refining GPSA’s company purpose to ensure that it continues to be an effective voice for South Australian growers. This is done through a statement of purpose and a thematic list of things that GPSA may do in pursuit of that purpose.

Membership

  • Revising GPSA membership structure to provide the board with flexibility to create additional membership classes. This is intended to assist in ensuring that all people involved in the production of grain in South Australia can apply for and enjoy the benefits of membership.
  • Simplifying the membership voting structure by assigning all producer voting members with one vote on a poll. Members are currently given one vote on show of hands, and 10 votes on a poll which may be proxied individually. This will affect all voting members equally and will therefore not disadvantage any member and is only designed to simplify the administration of membership.
  • Enabling GPSA’s Board to make by-laws. By-laws will provide the detail behind GPSA’s membership structure, as well as other parts of GPSA’s activities where it is necessary to do so.
  • Introducing a requirement for a person to be a grain producing member (or an associate of those members in the case of memberships held through companies, partnerships or trusts) to be eligible to stand for election by members as a director.
  • Setting out the process for removing members who are no longer eligible for membership such as people who no longer grow grain), as well as the process for expelling members who have behaved in a way that damages GPSA.

GPSA Meetings

  • Including a direct requirement for GPSA to hold an Annual General Meeting.
  • Modernising the general meeting provisions – including empowering the Board to set out a procedure for postal or electronic voting (called direct voting).

GPSA Directors

  • Clearly setting out the way in which member elected Directors are nominated and elected.
  • Clearly setting out the way in which the Chairperson is elected. The Chairperson will be appointed from the Directors then in office by directors on an annual basis at the first Board meeting held after the Annual General Meeting.
  • Removing the legacy provisions that dealt with GPSA’s founding directors
  • Limiting Directors to a maximum of six consecutive two-year terms. Time in office served prior to the ratification of these changes will not be counted.

The above is a summary of some of the significant proposed changes. Members should refer to the more detailed overview of the proposed changes annexed to the Notice of Special General Meeting (which also summarises key changes from the existing provisions) as well as the marked-up version of the Constitution for further information.

Where can I access more information?