Hi Matthew Thanks for your questions and also for being the first to kick off discussion about the changes on APNIC-TALK.
APNIC EC Limited is a company limited by guarantee. The members and directors of APNIC EC Limited will be the APNIC Executive Council, with the exception of a director from APNIC staff who may be appointed to meet the requirements for Australian resident directors (there must be two at all times). APNIC Members have not been made members of APNIC EC Limited as the right to be a member (and director) of that company is limited to the APNIC EC, so APNIC's Members retain control of who will be appointed by virtue of the EC elections. This avoids additional costs, duplication of administration, and also ensures that we do not have competing election processes which could create misalignment between the APNIC EC and the board of APNIC EC Limited. As to why we haven't converted APNIC Pty Ltd to a public company limited by guarantee, this is because it is not possible under Australian law. To make such a change would mean setting up a new company and transferring all members, employees, contracts, assets, and property. This would take significant time, expense, and (as you alluded to) have major tax consequences, for limited benefit. Finally, with Proposal 4 - the requirement to able to be registered as a Director of an Australian company already exists by law, so there isn't a need for it to be explicitly stated. However, if the Members feel it is beneficial to state this then it could be added. Kind regards Jeremy --- Jeremy Harrison Senior Legal Counsel, APNIC e: jeremy.harri...@apnic.net p: +61 7 3858 3194 www.apnic.net -----Original Message----- From: Matthew Moyle Croft Matthew Moyle Croft <m...@mmc.com.au> Sent: Wednesday, July 12, 2023 3:43 PM To: apnic-talk@lists.apnic.net Subject: [apnic-talk] Re: [Apnic-announce] APNIC EC announces governance changes and proposed by-law reforms Hi, Curious about the specifics of the new proposed structure. My assumption is that APNIC EC Ltd will be a "Company Limited by Guarantee" and thus require members. Will APNIC Members therefore be members of APNIC EC Ltd as defined in its constitution? If not, why? This would simplify things as the members elect directors of the entity and that entity owns the current APNIC shares. I presume converting the current APNIC entity into a CLG has some other implications (eg. tax). Also with Proposal 4 - is it worth being explicit that an EC member must be able to be registered as an Australian Company Director since the entities are currently Australian and it would be necessary for them to be able to be in this new structure? Best Regards, Matthew _______________________________________________ APNIC-talk - https://mailman.apnic.net/apnic-talk@lists.apnic.net/ To unsubscribe send an email to apnic-talk-le...@lists.apnic.net
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