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The Annual General Meeting of Goulburn Murray Credit Union Co-Operative Limited (GMCU) will be held on 27 November 2024 commencing at 7:30 pm.  The meeting will be conducted as a hybrid meeting at the Museum of Vehicle Evolution (MOVE), 7723 Goulburn Valley Highway Shepparton and will include an opportunity to vote, comment and ask questions. Information about participating virtually is available here.  Agenda 1. To receive the Financial Report, Directors’ Report and Auditor’s Report for the year ended 30 June 2024. 2. To consider, and if thought fit, to pass the following as separate resolution       2.1      That John Calleja be appointed as a director.       Note: Director John Calleja retires by rotation this year, is eligible for re-election without nomination and has signified the intention to stand for election. 3. To consider, and if thought fit, to pass the following resolution: That, for the purposes of Constitution rule 17.1, the maximum aggregate directors’ remuneration be set at $241,885 PLUS super guarantee per year, commencing from 1 July 2024, and that, for the avoidance of doubt, the Credit Union may pay from the aggregate annual amount, remuneration to a person for services provided as a director at any time on or after 1 July 2024. 4. To consider and, if thought fit, to pass the following resolution as a special resolution: That: The Credit Union’s Constitution be amended as marked-up in the copy of the Constitution which is tabled at the Meeting and signed by the Chair of the Meeting for the purposes of identification. Note: Proposed amendments to the Credit Unions Constitution are described below, and a copy of the Constitution marked up with the proposed amendments is available for download at the bottom of this page. Copies will also be available for view at the Annual General Meeting. By Order of the Board of Directors              Hayley Collins, Returning Officer Proxies You can vote on these resolutions by proxy. Your proxy does not have to be a member of the Credit Union. An Appointment of Proxy form is available here.  For your appointment to be valid, the completed Appointment of Proxy form must reach Goulburn Murray Credit Union Co-operative Limited by no later than 7:30 pm on 25 November 2024. Explanatory Notes Agenda Item 4: This special resolution will amend the Credit Union’s Constitution to:  Allow the Board to set the number of elected directors Currently the Credit Union must have 7 directors elected by members.  To provide greater flexibility, the Constitution will be amended to allow the Board to set the number of elected directors (which will be defined as comprising directors appointed by members or appointed by the Board to fill a casual vacancy) from time to time.  The Board’s existing authority to appoint up to 2 additional directors will remain (subject to the limit on term described below).  However, the Constitution will now require that the majority of directors be elected directors.  Consequential changes will be made to: clarify that the Board’s power to fill casual vacancies only applies to vacancies in the number of elected directors (the Board’s authority to appoint up to 2 additional directors is a separate power), amend the director retirement rotation provisions, which seek to even out the number of director retirements over a 3-year cycle, to allow for Board determined changes to the number of elected directors. Limit term of Board appointed directors to 3 years The Constitution does not impose any limit on the term of office that the Board can appoint a director for, under its general power to appoint up to 2 directors.  The amendments will cap the term to no more than 3 years.  The Board may still choose to reappoint a person as director after their term ends.  Allow call of nominations by advertisement on the Credit Union’s website The Constitution allows the Board to call for nominations for election as director by individual notice to members, or by advertisement in newspapers or at the Credit Union’s offices.  The amendments will add advertisement on the Credit Union’s website as another option sufficient for calling for nominations. Remove requirement to notify proposers if nomination is rejected If a nominee for director is rejected for any reason, the Constitution requires the returning office to notify the nominee, the Board and the 2 proposing members who nominated the nominee, about the rejection.  The requirement to notify the 2 proposing members will be removed. Clarify that information about discontinuation of the election be included in or with the Notice of AGM If the number of candidates for election as director is equal to or less than the number of vacancies to fill, then the election is discontinued, and members will vote to appoint each candidate by separate resolution.  The Constitution currently requires that a notice including information about this be given to each member to whom Notice of AGM is to be given.  This will be modified so that this information needs to be included in or with the Notice of AGM.  This is to ensure that this information only needs to be provided as and when, and by such means, as the Notice of AGM is given or made available. This special resolution requires approval by at least 75% of votes cast by members to pass. Your directors unanimously support this special resolution and recommend that you vote FOR it. Related meeting documents can be downloaded by clicking on the links below:   2024 Notice of Annual General Meeting 2024 Proposed Amendments to the GMCU Constitution 2024 Annual Report 2024 Proxy Nomination Form Virtual Meeting Guide - Vero Voting Quick Reference Guide