General Meeting - August 2026

The Board of OIA Ltd adopted its trading name Organic Operators of Australia on 9/8/2024. There has also been an intention to change the company name, but this has been deferred for an opportune time to convene a General Meeting of members to consider a range of special resolutions to amend the company name and broader changes to the constitution.

There is provision in the constitution to pay Director fees, even though fees have never been paid. This has resulted in ASIC assessing OIA Ltd as a public company and so charging us an annual administration fee of $1,528 rather than the $342 that applies to other Not for Profit companies.

Because we are a public company, Microsoft will not provide us with NFP pricing. Each 365 Business Standard account is $4.50 per month for a NFP compared with $18.70 per month as a public company. OIA's 365 environment is hosted by Policy Partners while we have been waiting to resolve the public company problem and access NFP pricing.

We have been struggling to maintain the minimum required 7 directors. The minimum should be reduced to 5 (and keep the maximum at 11), with an intention to appoint 7.

There have been several occasions over the last few years where the resignation of a director has resulted in the number of directors falling below the minimum required by the constitution.

There is a risk that a decision taken by the Board may be invalid when the Board is not constituted in accordance with the constitution. The Board was advised that the risk is low where the Board is taking steps to fill the casual vacancy and where the decisions taken are routine.

The constitution provides that casual vacancies may be filled from the Member's Council, but the Council has never been established due to insufficient members being interested in serving. Consequently, casual vacancies can only be filled by ordinary resolution of a General Meeting of members, but the calling for nominations and the notice period for General Meetings make this process a minimum of 2-3 months duration.

Council is not established, the constitution provides for the meeting to appoint the chair from among themselves. In practice, the Chair of the Board is elected, which is the convention for most companies. It is proposed to insert a provision that the Chair of the Board chair the member meeting if there is no Councillor present.

Voting at meetings of members consists of 1) a show of hands and 2) direct voting (electronic pre-meeting voting) for regular motions and 3) secret ballot and direct voting for election of directors. The constitution also provides that 2 scrutineers must appointed. This has resulted in a cumbersome process post-covid with all meetings convened electronically. It is proposed to merge the direct voting provisions and secret ballots into one electronic system with the Company Secretary conducting the vote under supervision from the meeting chair.

Where a CEO is not appointed by the Board, the Company Secretary should fulfil any necessary functions of the CEO. There is already a provision for the CEO to act in lieu of a Company Secretary.

There was some discussion around whether the proposed acting arrangements represented a sound governance arrangement. Members were split on this issue, with 2 voting members in favour, 2 against and 2 abstaining.

We have several people who are excluded from nominating to be directors because they have already served a maximum of 3 x 2-year terms. In a small pool of people willing to serve as directors, this is a luxury that the company may be unable to bear. It is proposed to increase this to 3 x 3-year terms - i.e. from 6 years to a maximum of 9 years.

It is proposed to streamline the nomination process for directors.

• The constitution unnecessarily refers to a nomination form, but only in clause 12.2(b), raising an ambiguity in how nominations are made. This clause also refers to nominations being “a part of” a member, which is non-sensical and inconsistent with clause 11.2(b) that only a majority of Directors must be from Full Members. The references should be removed.
• Nominations currently must be received no later than 20 days prior to the notice for the AGM. This adds an unnecessary 20 days to the period required to convene an AGM, and should be changed to a date set by the Company Secretary, but no later than the date of notice for the AGM.
• The nominees are required to be present at the AGM. This provision has on occasions proved impractical, and it should be removed.
• The provisions for 2 scrutineers to be appointed for elections is unworkable with virtual AGMs and electronic voting. As it stands, the Secretary is an independent Company Officer and the Chair of the General Meeting is vested with overall control of meetings.

The Secretary advised that, following the passing of Motion 3, effective immediately the minimum required number of directors is 5. And as 4 directors had resigned at the Board meeting on 3 August, it was necessary for the Members to fill at least the minimum required directors vacancies.

The Secretary advised that a nomination had been received in anticipation of vacancies from ORICoorp that Vanessa Comley be made a director. The Secretary had spoken to Vanessa and she was willing to accept the nomination, but was unable to attend the meeting due to business commitments.

Several meeting attendees also indicated their willingness to be nominated to fill vacancies. Consequently, meeting discussion resolved that the number of director positions be set at 6. As there were 3 continuing directors, this would leave 3 vacant director positions to fill.