Board election and AGM

YOUR CHANCE TO VOTE

2020 RACT BOARD ELECTION

To vote you’ll need your member number and access to the internet.

Who can vote?

Only members with Roadside Ultimate or Roadside Advantage, Honorary Life Members and Paid Life Members have the right to vote.

How to vote

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Visit ract.com.au/board-election

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Enter your member number and surname in the online voting portal

You’re ready to vote

Don’t have online access?

You can request a paper ballot pack be provided to you in the following ways: • Email returningofficer@ract.com.au with your name and address • Phone 13 27 22 • Visit one of our branches

REMEMBER: You can only vote once and each vote in the ballot is for three candidates. If you vote online as well as by post, only the online vote will be counted. All votes are confidential and the ballot is administered independently.

Important dates

Voting opens 1 October 2020 and closes 12pm 28 October 2020.

Result

The result will be announced at our AGM on 4 November 2020. You can attend our AGM online this year.

Membership enquiries

Call us on 13 27 22.

AGM GOES ONLINE

This year our Annual General Meeting (AGM) will be held online.

Register to attend

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Attendance is easy and will work via your internet browser

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Visit ract.com.au/agm to let us know you’re attending

We’ll send you information and links once you’ve registered

Can’t attend? You can still have your say

• You can appoint someone who is attending the online

AGM to lodge your vote at the AGM even if you can’t attend yourself. This is called a proxy vote. • You can either appoint the individual to vote exactly how you want or leave it up to them. • If you don’t know anyone who is attending you can nominate the RACT Chairperson to be your proxy.

The Board recommends that all the resolutions be approved so unless you direct the Chairperson otherwise, the Chairperson will vote in favour of the resolutions.

To register a proxy vote

• Visit ract.com.au/agm and enter your member number and surname in the online portal. • Follow the instructions online on how to lodge a proxy vote. • Proxies must be lodged by 5pm 2 November 2020. Vero Voting are the independent administrators for our proxy votes and will look after voting during our online AGM and Board Election.

When?

Our AGM will be at 5pm 4 November 2020. If you can’t attend online but would like to follow what happens at our AGM you can listen in but you won’t be able to vote or ask a question. Please contact us to find out more on 13 27 22. We’ll include a recording of the AGM and the result of all the voting on our website as soon as possible after the meeting.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that in accordance with Corporations (Coronavirus Economic Response) Determination (No. 1) 2020, the 97th Annual General Meeting of Members of The Royal Automobile Club of Tasmania Limited will be held virtually via ract.com.au/agm on 4 November 2020 commencing at 5.00 pm.

Agenda 1. To confirm the Minutes of the 96th Annual General Meeting held on 13 November 2019. 2. To receive the Annual Report and Financial Statements for the 12 months ended 30 June 2020. 3. To elect 3 members to the Board in accordance with

Clause 16 of the Constitution.

The following nominations have been received: Sue Smith* Pieter Kolkert* Ulverstone Hobart (Company Director) (CEO and Company Director) Lara de Vries Alison Flakemore* Blackmans Bay Huonville (Disability Support (Chartered Accountant and Pension Recipient) Company Director) *Denotes Retiring Member who is eligible for re-election. In accordance with the Club’s Constitution, a Ballot for the election of three (3) members to the Board will be conducted between 1 October 2020 and 12 noon, 28 October 2020.

4. Special Resolution – Adoption of new Constitution

To consider, and if in favour, pass the following resolution as a special resolution: ‘That, pursuant to section 136(2) of the Corporations Act 2001 (Cth) (Corporations Act), the existing constitution is repealed and the new constitution that has been made available to members via RACT’s website at ract.com.au/agm (New Constitution) and in hard copy on request, is adopted as the constitution of the Company, with immediate effect.’

Explanation: The existing constitution was adopted over 15 years ago and has been amended on seven occasions since that time, but in order to fully take advantage of changes to the Corporations Act since its adoption, maintain best practice governance processes, and allow the establishment of Membership within the Constitution without direct linkage to Roadside Assistance, the Board recommend the adoption of the New Constitution. Further details of the differences between the existing constitution and the New Constitution can be found alongside a copy of the New Constitution at ract.com.au/agm and will be provided in hard copy to any member who requests a copy be sent to them.

5. Ordinary Resolutions: Board Limit and Directors Fees

To consider, and if in favour, pass the following resolution as ordinary resolutions: Board Limit “That without prejudice to its right to do so the Board not be required to appoint two Board Appointed Directors in respect to the period from the end of the 2020 Annual General Meeting up to the end of the 2021 Annual General Meeting.”

Explanation: Both the Club’s existing constitution and New Constitution provide that following the 2020 Annual General Meeting the Club Board may appoint up to two Board Appointed Directors in addition to 10 Member Elected Directors. Despite it forming part of the member-approved constitution, the maintenance of 10 Directors on the Board, being below the maximum of 12 Directors (being 10 Member Elected Directors and 2 Board Appointed Directors) could be considered to be a Board Limit under the Corporations Act and if so then approval at a general meeting of the Club would be required and it is therefore prudent for approval to be sought. The ability for the Board to appoint Board Appointed Directors is contained in the Club’s Constitution to ensure that the Club’s Board has within it what the Board believes are the appropriate skills and experience for the Club should the Member Elected Directors not provide a sufficiently wide skill base.

Director’s Fees “That the annual directors fees remain at the aggregate amount as previously authorised by Members, but that in alignment with the proposed New Constitution, the Board shall not be required to allocate the total aggregate amount amongst the Member Elected Directors in any given year and that in future annual increases to the aggregate amount will reference the All Groups Consumer Price Index for Hobart rather than Average Weekly Ordinary Time Earnings.”

Explanation: Both the Club’s existing constitution and New Constitution provide that the Directors shall be paid remuneration out of the funds of the Club for their services as directors. Rather than a fixed total amount as under the Club’s existing constitution, the New Constitution makes it easier for the Board to reduce the amount of fees allocated in a given year. The Board has determined that they shall receive no increase in directors fees in November 2020, and as such a portion of the total aggregate fees will not be used.

6. General Business 7. Any Other Business that may be correctly brought before the meeting.

The Royal Automobile Club of Tasmania Limited 179-191 Murray Street Hobart, Tasmania 7000 Michael Hopster Company Secretary/ Returning Officer 1 October 2020

LEFT: Prosser Reserve. BELOW: Swift parrot.

Andy Townsend

PROTECTING TASSIE

ZOE COONEY

For the Tasmanian Land Conservancy (TLC) protecting what makes Tassie special not only involves preserving our natural environment, it’s also about bringing the community together.

TLC owns 21 reserves across the state, while also supporting private landholders who are committed to protecting their property for conservation. All up, that’s around 65,000 hectares of Tasmania with a chance to flourish forever.

‘In Tasmania we have the great opportunity to still protect species and places that are intact,’ TLC CEO James Hattam said.

‘Our goal is for Tasmania to be a global leader in nature conservation.’

The work of dedicated volunteers, staff and scientists, as well as donations from the community, is resulting in big wins for Tasmanian conservation, with one of the most recent at Egg Islands in the Huon. These were protected 12 years ago to preserve the habitat of the critically endangered Australasian bittern, and TLC has been monitoring and weeding a Spanish heath infestation. Today, the weeds are almost all eradicated and the eucalyptus forest is regenerating. To top it all off, an eagle and its nest were also spotted in the reserve recently, which was a heartwarming discovery for the team.

In September, TLC announced its newest reserve at Prosser River on the east coast. Made up of 1500 hectares, this area is home to 11 threatened plant and animal species, including the critically endangered black gum and swift parrot. The land also hosts at least three wedge-tailed eagle nests. The acquisition was made possible thanks to a generous bequest from David and Jean McGregor, nature lovers who wanted to make a difference.

‘If you’ve travelled through the Prosser Gorge between Buckland and Orford and gazed northward into the ancient stands of blue gum and oyster bay pine, wondering if these areas were protected, thanks to the McGregors the answer now is, yes, and forever,’ James said.

In collaboration with private landholders, the local council and

Chris Tzaros

the Tasmania Parks and Wildlife Service, TLC is currently working hard to protect 70 hectares of land at Tinderbox Hills in the state’s south – dense with old-growth trees and a viable population of the critically endangered forty-spotted pardalote, which is connected to north Bruny.

‘Everyone thinks of Tasmania’s wild places and unique species,’ James said.

‘But if we don’t protect this place and we lose that population, what happens to the next population?’

There are many ways you can get involved and make a difference with TLC. Events, volunteer and discovery days are fun, meaningful ways to show your support, while connecting with diverse, like-minded people and visiting corners of our beautiful landscape you may not have seen before.

‘Our view is that people need to experience nature,’ James said.

‘See nature, smell it, touch it, feel it to build that connection with it, to really value it, to want to contribute to protecting it.

‘The success of TLC is built upon the community of supporters.’