***For RACP Members***

In recent years there have been a number of Extraordinary General Meetings (EGMs) initiated by members of the college at significant cost to the organisation (reported as $200,000-250,000 per meeting), leading to concern about appropriate use of members' funds.

Under the current RACP Constitution(1) any 100 members can call a general meeting as per section 5.2.2:

'5.2.2 The Board must call a general meeting of the College as required under the Act or if the College receives a written request from the lesser of: 

(a) at least 5% of members who are entitled to vote at the general meeting; or 

(b) at least 100 members who are entitled to vote at the general meeting,' 

This clause (as suggested by its reference to 'the Act') seems to be based on the Corporations Act 2001, but the Corporations Act was amended in 2015 to remove the '100 member rule' so that 5% of the membership became the new default threshold to call a general meeting. 

In its publication 'General Meetings for Members',(2) the Australian Institute of Company Directors makes the following comments on this change to the Corporations Act:

'The Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2015 amended s 249D of the Corporations Act 2001 (Cth) to remove the ‘100 member rule’, which required directors to call a general meeting at the request of 100 members. This was done to better reflect the collective interests of shareholders, as the decision to call a general meeting is now based on a minimum volume of shares as opposed to the number of individual shareholders – a right that could be abused by shareholder activists seeking to push their own agendas. '

I propose a motion for the 2026 AGM to bring Clause 5.2.2 in line with the current Corporations Act by removing the 100 member rule so that 5% of members would be needed to call an EGM. This would provide a more appropriate balance between direct exercise of members' democratic rights and limiting the expense borne by the membership for meetings called by a small minority of members (100 members represents 0.3% of the estimated 33,000 membership).

Proposed amendment to the constitution:

Section 5.2 Calling meetings of members

- Clause 5.2.2: remove the words 'the lesser of'

and

- delete 5.2.2 clause (b)

 

Notes:

1. RACP Constitution: https://www.racp.edu.au/docs/default-source/default-document-library/constitution-of-the-racp.pdf?sfvrsn=3d4e321a_6

2. General Meetings for Members', The Australian Institute of Company Directors: https://www.aicd.com.au/content/dam/aicd/pdf/tools-resources/director-tools/stakeholder/general-meetings-of-members-diretor-tool.pdf