Hi Jeremy, With the structure I'm not actually much clearer from what you wrote. I'm quite familiar with CLGs - I'm a director of one at the moment and was involved in its creation from an association.
My proposal is that the CLG becomes the entity that defines membership. So that a member of APNIC is a member as defined by the constitution of what you're calling APNIC EC Ltd and that replaces the existing membership. This would give members a defined role in the actual organisation and is, as I understand it, the purpose of CLGs. Wouldn't this simplify the arrangements? Otherwise "membership" is held as a concept outside of the actual legal framework of the organisations. Keeping APNIC P/L as the operating entity is fine and understand the complexity of changing that. MMC On Fri, 14 Jul 2023 at 10:41, Jeremy Harrison <jeremy.harri...@apnic.net> wrote: > 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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