Notice of Special General Meeting

That Rule 22.3 of the Rules of Association be deleted and replaced with the following:

22.3 Board Composition
Subject to rule 22.A(5), the Board will consist of 10 Directors comprised of:

• 5 Elected Board Directors; and
• 5 Appointed Board Directors.

22.4 Transitional Provisions
a. Notwithstanding rule 22.3, the composition of the Board immediately following adoption of these Rules will reflect the existing Directors.

b. At the first Annual General Meeting following adoption of these Rules (expected December 2025):

• The two elected positions falling vacant will be reduced to one elected replacement, thereby reducing the elected Directors from 6 to 5.
• The appointed position falling vacant at the same AGM will be filled by the Board increasing appointed Directors from 3 to 4.

c. This results in a Board of 9 (5 elected and 4 appointed).

d. The Board may then appoint one further Director after that AGM to bring the Board to the full complement of 10 Board Directors (5 elected and 5 appointed).

e. Thereafter, all future vacancies will be filled strictly in accordance with rule 22.3.

f. For the avoidance of doubt, this transitional provision prevails over rule 22.3 until the Board reaches a composition of 5 Elected Directors and 5 Appointed Directors. Once this is achieved, this transitional provision lapses.

g. No sitting Director will be required to vacate office by reason only of the adoption of these Rules.

That Rule 24.1 To be amended as follows –

Subject to Clause 24.3, the Board may appoint up to 35 persons to the Board (being the Appointed Board Directors) in its discretion and in accordance with the needs of the Association at any meeting of the Board following each Annual General Meeting

Remove references to the “2023 Board”, both in the definitions rule 2.1 and delete rule 22.A(4).

Explanatory Notes
The proposed change is designed to strengthen governance and leadership capacity by:

• Introducing a balanced model of elected and appointed Directors.
• Retaining a strong member voice.
• Ensuring a transparent, skills-based appointment process.

If passed the new model will then take effect at the 2025 Annual General Meeting scheduled for Tuesday 3 December 2025.

That Rule 5A.2 of the Rules of Association be amended as follows:

5A.2    A Member is entitled to vote if:

a. the Member has an active Paid Subscription as per rule 5.8 (b); and
b. the Member's membership rights are not suspended for any reason.

That the following definition be inserted into the Rule 2.1 –

“Paid Subscription” means a Member category which requires an annual subscription fee to be paid as prescribed by the Board from time to time. That Rule 18.6 be amended as follows –

18.6.    A Member is not entitled to vote at a General Meeting if the Member has not been admitted to membership in accordance with these Rules or if the Member does not have a fully Paid Subscription.

That Rule 5.1 to be amended as follows –

An applicant that applies and is approved for membership in accordance with these Rules is eligible to become a Member once approved by the Board in accordance with rule 5.5 and payment of the applicable annual subscription fee under rule 5.132 (if any).

Explanatory Notes
This reflects the commitment of paid members, ensuring those who invest in Music Victoria have a stronger say in shaping the organisation’s future.

To pass, this special resolution must be supported by at least 75% of members voting (in person or by proxy). A quorum of 10 members is required.

If you cannot attend, you may appoint a proxy to vote on your behalf. The proxy form must be submitted by 5:00pm Monday 20 October 2025.

Complete Appointment of Proxy form.