GP Network Northside

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Friday 12^th October 2012

Dear GPNN member

The Board of Directors is pleased to make available to you an exposure copy of our proposed new Constitution.

Please e-mail any comments to admin@gpnn.org.au by 17^th October 2012. You can access the New Consitution here as well as the current Memorandum of Association and the current Articles of Association.

Excitingly different EGM on 15^th November 2012
We plan an EGM on 15^th November 2012 at 6.30pm to adopt the new Constitution. Normally, most members would find an EGM as exciting as stale fish. So we are having something quite different in conjunction with the EGM, and to which partners are invited. Expect to receive notice of the EGM on Friday 19^th October 2012.

What hasn’t changed?
The company name hasn’t changed. Although most members now know us as GP Network Northside, that is a registered trading name only. The company name remains Hornsby Kuringai Ryde Division of General Practice. It is still a Not-For-Profit company. The requirements of incorporation under the Corporations Act, the basic rules of governance and clauses that protect members’ rights remain unchanged.

Some things that have changed
As we are now a non-Government funded organisation, with a focus on supporting GPs with quality education and training, the Objects of the Company (2.1) and Director skills (8.3) reflect this new direction.
The size of the Board of Directors has been reduced (8.1 & 8.2)
General Meeting quorum is reduced (6.6) and General Meetings procedure specified to a greater degree (entire clause 6)
Proceedings of Directors clarified to a greater degree (11.1-11.17)

Why a new Constitution and not just amend?
When Company Constitutions were introduced more than a decade ago, GPNN chose to continue with its 2 original documents: Memorandum of Association & Articles of Association. But the old documents are cumbersome and bogged down with much details (e.g. how a proxy form should look like) that are no longer specified in modern Constitutions. Thus the Board concluded that it would be easier and ‘cleaner’ to start off with a new Constitution that is appropriate for Not-For-Profit companies.

Kind regards

Dr Guan Yeo
Chair of the Board