The SAL Constitution was adopted in September 2003 and is the single most authoritative instrument governing SAL’s operations with the exception of the overarching legislative force of the NSW Corporation’s Act 2001 the provisions of which provide a broader legal framework especially in regard to the Board’s corporate governance responsibilities.
Under the Constitution, the objectives of SAL are as follows:
(a) the advancement of the summerfruit industry;
(b) to increase Australian and international consumption of Australian summerfruit at a profitable return;
(c) to be the channel of communication in matters relating to issues affecting summerfruit of a national and international nature;
(d) to coordinate the efforts of members and the community in the best interests of the summerfruit industry;
(e) to develop a strong, professional summerfruit industry operating with a common purpose and in cooperation;
(f) to coordinate with others the collection, management and expenditure of the industry levy for the benefit of the summerfruit industry; and
(g) to support the efforts of other groups and individual that are of benefit to the summerfruit industry.
General meetings shall be convened (i) annually; (ii) at other times at the discretion of the Board; and (iii) when requested in writing by 5% of eligible voters. A quorum is constituted by two members present representing not less than 5% of the total membership.
Voting at general meetings shall be by a show of hands unless a poll is demanded and carried. Only financial members may vote at general meetings. The use of proxies is provided for in the Constitution.
All members have an equal vote at general meetings except in regard to resolutions to modify the Constitution. In this case, A Members have two votes and B Members only one.
Notices of meetings may be served on members personally, or by post, fax or e-mail. Delivery of a notice is deemed to have been effected if despatched and properly addressed. There is no requirement to effect a delivery if a member has not provided a proper address.
Board of Directors
The Board comprises seven Directors with at least one elected from each of the States – NSW, Victoria, QLD, SA, WA and Tasmania.
In the event there is no representative from a particular State to fill a vacancy, that vacancy may be filled by a candidate from another State. The Board may at any time appoint any representative as a Director to fill a casual vacancy so long as this occurs outside a period of three months before an annual election. Persons elected to fill a causal vacancy must stand for election at the next annual meeting.
Only A members may nominate and second, and vote for Directors.
Directors may be removed at any time by resolution passed in general meeting.
The Constitution prohibits the payment of fees to Directors but permits the reimbursement of out-of-pocket expenses incurred in the performance of their duties.
The Board is responsible for managing SAL’s business and for exercising any powers of authority determined by a general meeting of members. In the exercise of its authority, the Board is subject to the corporate governance requirements of the Corporations Act, the provisions of which impose considerable penalties for non-compliance.
The Board shall meet at least twice annually, once at least in each six consecutive months. Meetings may be conducted electronically. Seven Directors constitute a quorum.
The Chair and Deputy Chair shall be elected by the Board.
The Constitution provides for the creation of Board committees to which the Board may delegate certain of its powers. Such committees must record minutes and proceedings in all respects as required of the Board (see later, Company Records).
The Board may create any position in the Company and determine its powers and responsibilities and appoint any person, whether or not a Director, to that position. The Board may at any time terminate the appointment or abolish the position.
The Board shall cause proper accounts and other records to be kept and audited and provide to members copies of a financial report, the Director’s report for the year, and the auditor’s report to members 21 days before the next annual general meeting or four months after the end of the financial year.
The Constitution further provides for the Board to send half yearly reports on the state of affairs of the Company to members.
The Board must also cause minutes to be prepared that show all appointments of officers, the names of Directors present at meetings of the Board and Board committees, all orders made by the Board or Board committees, and all resolutions and proceedings of meetings of the Board and Board committees.
The Board may approve a member to inspect the records of the Company, but members (other than Directors) do not have this as a right other than where required by law.