G11; Proxy Management
1. PURPOSE
To establish a policy for the appointment, use and management of proxies for voting by members.
2. BACKGROUND
The VFF constitution allows for the making and use of proxies in some decision making processes. This policy applies to all members and VFF staff involved in the proxy voting process to ensure that it is conducted in a transparent, fair and ethical manner.
3. POLICY
3.1. DEFINITIONS
3.1.1.Company secretary: has the same meaning as the VFF constitution.
3.1.2.Proxy: authorisation for another person to vote on behalf of a member.
3.1.3.Proxy holder: a natural person to which a member has directed authorisation to vote on their behalf at an eligible meeting of the VFF.
3.1.4.Proxy maker: an eligible Voting member that is a natural person that has authorised the use of their vote by another natural person.
3.1.5.Returning officer: has the same meaning as the VFF constitution.
3.1.6.VFF: Victorian Farmers Federation
3.1.7.VFF constitution: The constitution of the VFF as amended and adopted by the governing rules of the VFF.
3.1.8.Voting member: has the same meaning as the VFF constitution.
3.2. PROXIES
3.2.1.Proxies may only be made and exercised in accordance with the section 15 of the VFF constitution and used in a ballot during consideration of decisions at a VFF Annual General Meeting or Extraordinary General Meeting.
3.2.2.VFF proxy votes are not permitted or able to be allocated, or a proxy vote cast at other meetings related to the VFF councils, committees, branches or other forum, or election to a VFF office.
3.2.3.All proxies, whether complete or incomplete, at all times remain the property of the VFF.
3.2.4.Proxies must be submitted directly to the VFF, as directed on the relevant proxy form, by the proxy maker at least 48 hours before the official start of the meeting at which the vote allocated by the proxy may be cast.
3.2.5.Proxies must be submitted by the proxy maker on the original form provide by the VFF either as a hard copy or electronic format. Copies of proxies are not acceptable.
3.2.6.Any Notice of Annual General Meeting or Extraordinary General Meeting shall include a proxy notice. Such a notice shall include a statement a) that voting members have the right to appoint a proxy b) that there is no requirement for a proxy to be a member, c) that any nominee of a voting member may appoint a different proxy from that appointed by the member, and (d) this policy applies.
3.2.7.Voting members and nominees of voting members may request to make a proxy at any time by requesting the proxy form from the Company Secretary. On request, an electronic proxy form pre-filled with the voting or nominee members details will be sent to the email address of the voting member and should be sent back by the proxy maker to the Company Secretary by the prescribed method and within the prescribed time. Paper printouts of scanned documents will not be considered valid proxies as they do not satisfy clause 15.1.3 of the Constitution or section 250B of the Corporations Act 2001 (Cth).
3.2.8. The VFF may send proxy forms to relevant Voting members in relation to a specific meeting of the company.
3.2.9.It is the responsibility of the proxy maker to ensure their details are correct and the proxy they seek to make is correct and valid. The Company Secretary or returning officer has the sole discretion and authority to determine, acting reasonably, whether a proxy is correct and/or valid.
3.2.10. In making a proxy, the proxy maker must check all details included on the pre-filled proxy form provided by the VFF, including the:
– Name of the VFF membership (business or person),
– Current and valid VFF membership number,
– Name of the membership nominee that is eligible to vote (natural person only),
– Duration for which the proxy is made,
– Name of the nominated Proxy holder appointed to hold the proxy,
– The meeting(s) at which the proxy vote may be cast, or as a standing appointment, and
– Voting instructions of the Proxy maker (if any).
3.2.11. A proxy holder appointment made on a standing basis shall endure until a) withdrawn in writing by the proxy maker, or b) the proxy makers VFF membership ceases for any reason.
3.2.12. Proxies lodged with the VFF will have their authenticity verified by the Company Secretary and /or returning officer. Any incomplete or irregular proxy will be deemed invalid.
3.2.13. The VFF maintains a register of all valid proxy appointments. The proxy register is not available to members.
3.2.14. The VFF will remove from the proxy register any expired, revoked or invalid proxies.
3.2.15. The VFF will disclose the identity of Proxy holders and the number of proxy votes held by each at the start of any meeting at which the proxy vote is eligible to be cast.
3.2.16. Grievances associated with any part of the proxy process will be managed in accordance with Policy P2: Grievances.
3.3. PROXY MAKER
3.3.1. A proxy may only be appointed by an eligible voting member being a financial member, or a member that is non-financial having not paid fees for up to 120 days from when they are due. Proxies may be made by either or both of the up to two primary nominees associated with a specific membership.
3.3.2. Only members eligible to vote at VFF company meetings are eligible to make a proxy.
3.3.3. Proxy makers may attend any VFF meeting for which they are eligible. If the member attends the meeting in person they retain the right to vote. The proxy holder appointment is automatically revoked unless the member explicitly allows the proxy to continue acting on their behalf upon which the member may not vote.
3.3.4. A proxy may be revoked at any time up to 48 hours before a meeting at which the proxy vote is eligible to be cast, by ensuring the revocation is received by the VFF in accordance with the proxy form instructions, by that time. The revocation must be in writing and signed by the proxy maker.
3.3.5. The default expiry for a proxy is the end of the meeting for which the proxy was issued. In appointing a proxy, each proxy maker may include a date for expiry of the proxy.
3.4. PROXY HOLDER
3.4.1. Must be a natural person, but not necessarily a VFF member.
3.4.2. The Company Secretary and returning officer may not be appointed as a proxy holder.
3.4.3. Must act in the best interests of the proxy maker.
3.4.4. Must vote in accordance with the proxy makers’ instructions.
3.4.5. Must disclose any conflict of interest.
3.4.6. Must attend the meeting in order to allocate the votes they hold by proxy.
3.4.7. Can not allocate proxies held to another person.
3.5. PROXY VOTING
3.5.1.Proxy votes may be cast in relation to decisions at VFF Annual General or Extraordinary General
meetings in accordance with the constitution during either an open or secret ballot. Proxy votes are not valid for the election of VFF officials.
3.5.2.The Returning officer will make arrangements for the making of decisions by secret ballot at VFF company meetings that includes the allocation of the number of voting cards or ballots to Proxy holders in accordance with the number of proxies held.
3.5.3.The elements of Policy G2; Board Charter related to the conduct of meetings, and Conflict of Interest or Duty apply to the eligibility of a Proxy holder to cast proxy votes during a ballot.
3.5.4.The relevant officer will disclose results of open or secret ballots at VFF company meetings that includes the number of votes cast by members and proxy holders.
4. ACCOUNTABILITY
VFF President
VFF CEO
VFF Company Secretary
VFF Returning Officer
5. RELATED POLICIES/PROCEDURES
Policy M1: Membership
Policy M2: Member Code of Conduct
Policy
P2: Grievances
Policy
G2: Board Charter