Notice of Extraordinary General Meeting (EGM)

Notice is hereby given of an Extraordinary General Meeting (EGM) of the Positive Education Schools Association Ltd (ACN 168 259 096) (PESA), to be held:

Date:         Friday 9 March 2018 at 10am

Venue:      Board Room,
Ravenswood School for Girls,
Henry St, Gordon NSW 2072, Australia

Please click here to view the Notice of EGM 2018, which includes the EGM Agenda.

As you will be aware, during 2017 the PESA Board worked very closely with Social Ventures Australia (SVA) to develop a new strategic plan.

Effective governance will be a critical factor in ensuring the successful implementation of PESA’s strategic plan and achievement of our vision and mission.  Accordingly, a key recommendation that arose from this process was a modification of our Board structure.

Currently, our Constitution provides for a maximum of 11 Member-elected directors, each of whom may hold office for no more than 2 consecutive terms of 3 years.  The new strategic plan envisages Board composition of 6 member-elected directors, and 5 co-opted directors, with member-elected directors to always form the majority.

Having regard to the growth and development of PESA, we believe that a Board comprised of directors with a greater diversity of skills and backgrounds is not only desirable, but prudent.

Historically, our Board has predominantly comprised school leaders and educators.  It is our intention that the proposed changes to the PESA Constitution will provide the Board with an opportunity to recruit directors who will bring to the Board a range of skills and expertise in such areas as:

  • Not-for-profit management / governance
  • Educational policy development
  • Commercial, strategy and business development (assumed to include financial acumen)
  • Marketing and promotion
  • Engagement with philanthropy
  • Mental health promotion

This will also allow the Board to orchestrate a broader representation of schools from across the government, independent and religious-affiliated sectors, which will more accurately reflect the diversity of our membership base.

The proposed changes to the Constitution envisage formation of a Governance Nominations Committee (a Board sub-committee) which would be charged with the task of identifying and nominating appropriate candidates for election as co-opted directors.

The recommendations proposed draw on principles and guidelines established by AICD, Governance Institute of Australia, and ACNC for effective governance of non-profit organisations.

The Board is of the view that these changes reflect governance best practice, and will benefit our members through enhanced efficacy, more diverse sector representation, and a broader range of skills and expertise at the Board level.

As the PESA Constitution was formalised in 2013, there are a number of additional amendments which are necessary or desirable to bring it into line with new laws, administrative expedience, PESA’s current membership structures, our updated vision and mission, and current corporate practices.

The amendments sought are summarised in an Information Memorandum – please click here.

The proposed Constitution, incorporating all amendments sought, may be viewed in full here.  A marked up version highlighting all amendments may be viewed here.

special resolution (ie. A vote of 75% of all members, or validly appointed proxies, in attendance at the EGM) is required to effect the amendments sought.

If you are unable to attend the EGM, you may appoint a proxy (who is also a current PESA member).  To access the EGM Proxy Appointment Form 2018 please click here.  Completed and signed proxy appointment forms must be delivered to PESA Ltd, PO Box 855 Mornington, Vic, 3931, Australia or emailed to by 10am on 8 March 2018.  Forms received after this time will be invalid.

If you have any questions about the constitutional changes sought, or any aspect of the EGM, please do not hesitate to contact me.

Kind regards,

Marita Hayes-Brown
Chief Executive Officer & Company Secretary
Positive Education Schools Association Ltd