NOTICE is hereby given of a General Meeting of the Girl Guides Association (New South Wales) requested by the Members which is to be held on Thursday 23 May 2024 commencing at 6 pm virtual and online via Zoom.

Business of the GM
  1. Welcome and Declaration of Quorum 
  2. Acknowledgement of Country
  3. Apologies
  4. To provide answers to the Questions of which prior notice has been given (included in this Notice)
  5. Close of GM

Quorum

In accordance with clause 6.9.1 of the Constitution at least 20 Adult Members (must be present (in person, by electronic means or by proxy) for the whole meeting.

Questions Provided
This General Meeting requests that the Board provide to this General Meeting answers to the following questions of which prior notice has been given:
  1. Will the Board confirm that it has received from each of Rosemary Derwin, Joanne Kitchener, Rachael Hatton, Renee Bianchi, Sally Thornton, and Elizabeth Baker a signed document confirming, respectively, their consent to disclosure by the Board to any General Meeting of GGN of information concerning:·
    1. In the case of Rosemary Derwin, the resolution on or about 8 February 2024 whereby the Board purported to cancel the membership of Rosemary Derwin (the "Derwin Cancellation Resolution"), the fact or prospect of any review, or intended or contemplated review, by the Board of that resolution, the outcome of any such review, and the number of votes cast for Rosemary Derwin in the election of directors to the Board conducted in 2024; and/or
    2. In the case of Joanne Kitchener, the resolution on or about 8 February 2024 whereby the Board purported to cancel the membership of Joanne Kitchener (the "Kitchener Cancellation Resolution"), the fact or prospect of any review, or intended or contemplated review, by the Board of that resolution, and the outcome of any such review; and/or
    3. In the case of Rachael Hatton, the resolution on or about 8 February 2024 whereby the Board purported to cancel the membership of Rachael Hatton (the "Hatton Cancellation Resolution"), the fact or prospect of any review, or intended or contemplated review, by the Board of that resolution, the outcome of any such review, and the number of votes cast for Rachael Hatton in the election of directors to the Board conducted in 2024; and/or
    4. In the case of Renee Bianchi, the resolution on or about 8 February 2024 whereby the Board purported to suspend the membership of Renee Bianchi (the "Bianchi Suspension Resolution"), the fact or prospect of any review, or intended or contemplated review, by the Board of that resolution, and the outcome of any such review; and/or
    5. In the case of Sally Thornton, the resolution on or about 8 February 2024 whereby the Board purported to suspend the membership of Sally Thornton (the "Thornton Suspension Resolution"), the fact or prospect of any review, or intended or contemplated review, by the Board of that resolution, and the outcome of any such review; and/or
    6. In the case of Elizabeth Baker, the resolution on or about 20 February 2024 whereby the Board purported to cancel the membership of Elizabeth Baker (the "Baker Cancellation Resolution"), the fact or prospect of any review, or intended or contemplated review, by the Board of that resolution, the outcome of any such review and the number of votes cast for Elizabeth Baker in the election of directors to the Board conducted in 2024, including to the extent (if any) that such consent may be required for purposes of the Privacy Act 1988 (Cth), the Australian Privacy Principles, the Girl Guides Australia Privacy Policy, any other Girl Guides privacy policy or procedure, or any other law or applicable policy?
       
  2. In the election of directors to the Board commenced by notice of Annual General Meeting issued on or about 11 December 2023 and updated on or about 17 January 2024, and intended to be concluded at or before the Annual General Meeting on 2 March 2024 (the "Election"):
    1. How many votes (whether deemed valid or otherwise) were cast for Rosemary Derwin?
    2. How many of the members who cast a vote for Rosemary Derwin (whether that vote was deemed valid or not) subsequently cast a fresh vote for another candidate?
    3. How many votes (whether deemed valid or otherwise) were cast for Rachael Hatton?
    4. How many of the members who cast a vote for Rachael Hatton (whether that vote was deemed valid or not) subsequently cast a fresh vote for another candidate?
    5. How many votes (whether deemed valid or otherwise) were cast for Elizabeth Baker?
    6. How many of the members who cast a vote for Elizabeth Baker (whether that vote was deemed valid or not) subsequently cast a fresh vote for another candidate?
    7. How many valid votes were cast for each of the candidates who were declared elected?
    8. How many valid votes were cast for each of the remaining candidates who were not declared elected?
       
  3. Has the Board, at any time since the declaration of the result of the Election, reviewed, with a view to considering whether it should rescind:
    1. the Derwin Cancellation Resolution; and/or
    2. the Kitchener Cancellation Resolution; and/or
    3. the Hatton Cancellation Resolution; and/or
    4. the Bianchi Suspension Resolution; and/or
    5. the Thornton Suspension Resolution; and/or
    6. the Baker Cancellation Resolution.
       
  4. To the extent that the answer to question 3 is in the affirmative, in respect of each resolution that the Board has reviewed:
    1. What was the Board's decision after reviewing that resolution?
    2. Was that decision unanimous? If that decision was not unanimous:
      1. Which members of the Board did not agree with the decision of the majority?
      2. Which members of the Board (if any) abstained from voting on in respect of the decision?
      3. Which members of the Board (if any) did not participate in the decision?
         
  5. To the extent that the answer to question 3 is in the negative, is it the intention of the Board, within 14 days of this meeting, to review, with a view to considering whether it should rescind:
    1. the Derwin Cancellation Resolution; and/or
    2. the Kitchener Cancellation Resolution; and/or
    3. the Hatton Cancellation Resolution; and/or
    4. the Bianchi Suspension Resolution; and/or
    5. the Thornton Suspension Resolution; and/or
    6. the Baker Cancellation Resolution,

    and, if its decision is to rescind any of those resolutions, immediately to advise the person or persons affected?
     
  6. If, in respect of any of the resolutions that are specified in question 5, the answer to question 5 is not in the affirmative:
    1. Is the Board, in respect of each specified resolution, unanimous in declining to answer question 5 in the affirmative?
    2. In respect of each specified resolution, if the Board is not unanimous in declining to answer question 5 in the affirmative, which members of the Board (if any) are of the view that the question should, in respect of the resolution in question, be answered in the affirmative?

Members may attend the GM by Zoom link which will be provided before the GM.
 
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