Wool Research and Development Corporation Regulations (Amendment) 1991 No. 471
EXPLANATORY STATEMENT STATUTORY RULES 1991 No. 471
Issued by the Authority of the Minister for Primary Industries and Energy
PRIMARY INDUSTRIES AND ENERGY RESEARCH AND DEVELOPMENT ACT 1989
Wool Research and Development Corporation Regulations (Amendment)
Section 149 of the Primary Industries and Energy Research and Development Act 1989 (the Act) provides that the Governor-General may make regulations for the purposes of the Act.
Under the Act, the Wool Research and Development Corporation (WRDC) is required to hold an Annual General Meeting (AGM) of wool-tax payers. The purpose of an AGM is for wool-tax payers to consider the annual report of the WRDC, to receive an address by the Chairperson of the WRDC, and to question the WRDC on its activities. Another major purpose is to debate and vote on motions on wool-tax rates, no confidence in the WRDC or its Chairperson, and other matters within the responsibility of the WRDC.
Section 57(1A) of the Act provides that the register of wool-tax payers prepared by the Australian Wool Corporation (AWC) for the purposes of general meetings of the AWC, shall be taken to be a register of wool-tax payers prepared by the WRDC for the purposes of the WRDC AGM.
Section 61 of the Act provides regulations to be made for the procedures to be followed by registered wool-tax payers and the WRDC in proposing motions, voting and other administrative matters related to the running of the AGM.
The details of the Regulations are as follows:
Clause 1 provides for the amendment of the WRDC Regulations.
Clause 2 inserts extra definitions into the interpretation provided by the previous Regulations.
Clause 3 sets out regulations 6A to 6E which address the procedures to be followed for the purposes of an AGM.
New Regulation 6A requires a wool-tax payer who proposes to move a motion at an AGM to provide the WRDC with a written copy of the motion. A supporting statement of not more than 1000 words and the names of registered wool-tax payers in
support of the motion may be included as well. Notice of a motion must be given to the WRDC no later than 56 days before the AGM.
New Regulation 6B requires the WRDC to provide each registered wool-tax payer at least 28 days before the AGM a notice setting out the time, date and place of the AGM. The text of each motion proposed to be moved, a copy of the last financial statements and annual report, and a copy of an approved proxy form are also to be included.
New Regulation 6C provides that the Chairperson must approve a form for the appointment of proxies for AGMs. A proxy may be appointed to attend the AGM on behalf of a registered wool-tax payer. The registered person must sign and complete the proxy form, and may instruct the proxy on how to vote. A vote cast by a proxy is only valid if the proxy casts it in accordance with the instructions on the form supplied by the registered person. The form must be lodged with the WRDC at least 7 days prior to an AGM. The proxy may not vote at a meeting if the registered wool-tax payer is also present.
New Regulation 6D provides for the way in which motions are to be put and passed at an AGM. A motion at an AGM on general matters within the responsibility of the WRDC is passed if a simple majority of registered voters and proxies present agree.
This can be carried out by a show of hands or if requested, a formal vote. A motion of no confidence in the Chairperson or the WRDC put to an AGM is passed if it receives at least two thirds of the votes eligible to be cast under regulation 6E by registered voters and proxies present at the meeting. A motion relating to recommended rates of wool tax moved by the WRDC at a general meeting is passed if it receives at least one third of the votes eligible to be cast under regulation 6E by registered voters and proxies present at the meeting. If the motion was moved by other than the WRDC, it is passed if it receives at least two thirds of the votes eligible under regulation 6E and cast at the meeting. Votes relating to wool tax rates and motions of no confidence must be cast by secret ballot.
Overview
The Wool Research and Development Corporation Regulations (Amendment) 1991 No. 471 was enacted to amend the existing regulations concerning the Wool Research and Development Corporation (WRDC). The Primary Industries and Energy Research and Development Act 1989 established the WRDC and its associated regulations, which were further clarified and detailed by these amendments. The primary objective of the Act was to ensure efficient and transparent management of the WRDC by establishing clear procedures for the Annual General Meeting (AGM) of wool-tax payers. This was achieved by outlining the responsibilities of both the WRDC and the registered wool-tax payers, ensuring that all parties are aware of their roles and obligations during the AGM. The Act was issued by the Authority of the Minister for Primary Industries and Energy, aiming to enhance the governance and accountability of the WRDC. The explanatory statement highlights that the amendments are designed to facilitate a more structured and informed AGM, allowing for better deliberation and decision-making on significant issues such as wool-tax rates and confidence in the Corporation’s leadership.
Scope and Application
The Wool Research and Development Corporation Regulations (Amendment) 1991 No. 471 applies to the Wool Research and Development Corporation (WRDC) and wool-tax payers, which are entities involved in the wool industry and contribute to the funding of the WRDC. The regulation amends existing WRDC regulations to establish procedures for the conduct of the Annual General Meeting (AGM) of wool-tax payers, ensuring that these meetings are orderly and transparent. The AGM is a significant event for wool-tax payers to consider the annual report of the WRDC, receive an address by the Chairperson, and vote on motions related to wool-tax rates and other matters within the responsibility of the WRDC. These regulations apply on a national level, as the WRDC operates under the authority of the Commonwealth. There are no specific exclusions stated in these regulations; however, the application of the WRDC itself may have its own set of exclusions and thresholds. The scope of the regulation may be further extended or restricted through subordinate instruments, although the current amendment focuses specifically on AGM procedures.
Key Provisions
The Wool Research and Development Corporation Regulations (Amendment) 1991 No. 471 primarily address the procedures and requirements for conducting the Annual General Meeting (AGM) of the Wool Research and Development Corporation (WRDC). The key provisions of these regulations are detailed in Clauses 1 to 6E of the amended Regulations. For instance, Clause 1 formally amends the existing WRDC Regulations, while Clause 2 introduces additional definitions that clarify terms used in the regulations (Sections 6A-6E). Clauses 3 to 6E specifically detail the procedural aspects of the AGM, including the submission of motions, notice requirements, proxy appointments, and voting processes.
Under the amended regulations, a wool-tax payer who wishes to propose a motion at the AGM must submit a written copy of the motion to the WRDC, along with a supporting statement of no more than 1000 words and the names of registered wool-tax payers in support of the motion (Regulation 6A). This notice must be provided no later than 56 days before the AGM. The WRDC, in turn, is required to send each registered wool-tax payer at least 28 days before the AGM a notice containing the time, date, and place of the AGM, the text of each proposed motion, a copy of the last financial statements and annual report, and an approved proxy form (Regulation 6B).
Furthermore, the Chairperson of the WRDC must approve a form for the appointment of proxies (Regulation 6C). A registered wool-tax payer may appoint a proxy to attend the AGM on their behalf, provided the registered person signs and completes the proxy form and may instruct the proxy on how to vote. The proxy's vote is only valid if it aligns with the instructions on the form supplied by the registered person, and the form must be lodged with the WRDC at least 7 days prior to the AGM. Importantly, a proxy may not vote if the registered wool-tax payer is present at the meeting.
Regulation 6D outlines how motions are to be put and passed at an AGM. A general motion within the responsibility of the WRDC is passed if a simple majority of registered voters and proxies present agree, either by a show of hands or, if requested, by a formal vote. However, a motion of no confidence in the Chairperson or the WRDC is passed if it receives at least two-thirds of the votes eligible to be cast by registered voters and proxies present at the meeting. Similarly, a motion relating to recommended rates of wool tax moved by the WRDC is passed if it receives at least one-third of the votes eligible to be cast by registered voters and proxies present at the meeting. If the motion was moved by other than the WRDC, it is passed if it receives at least two-thirds of the votes eligible to be cast by registered voters and proxies present at the meeting. Notably, votes relating to wool tax rates and motions of no confidence must be cast by secret ballot (Regulation 6E).
Failure to comply with these regulations may result in various consequences. While the Explanatory Statement does not explicitly outline specific penalties for breaches, it is important to note that non-compliance with the regulations governing the AGM could potentially lead to civil or criminal consequences under the Primary Industries and Energy Research and Development Act 1989. For instance, if the regulations are not followed properly, it could lead to disputes or legal actions, as the AGM is a critical platform for decision-making and governance within the WRDC. Therefore, adherence to these regulations is crucial to ensure the smooth and lawful operation of the AGM.