MITC General Meeting
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General Meeting: Members of MITC Ltd
5 October 2011 - updated 2 November
You are invited to attend a General Meeting of Media Industry Technologist Certification Ltd, to be held at 1830 on Wednesday 2 November 2011. The location of the meeting (in Sydney) is Room 201 at FOXTEL, 5 Thomas Holt Drive, Macquarie Park. All members of record should have been informed by email, and a phone number is available for Members who can't make it in person.
This meeting is open to all interested parties, but only people who are registered as Members of MITC Ltd will be entitled to vote. To become a member of MITC Ltd, see here.
If you plan to attend, please send a note to Michael Day (mday@networkten.com.au) indicating whether you will be available in person or by concall (details to follow).
There are two main agenda items which have been tabled for this meeting. These items are:
- Discuss and consider the future of Media Industry Technologist Certification
- Discuss and consider a motion passed across from the General Meeting of MITC Ltd held on 10 August 2011. This motion sought to commence the process of winding up MITC Ltd.
As this is a General Meeting of Members, other business and motions may be introduced from the floor. Matters and motions to be incorporated in the agenda as items with notice need to be with the Secretary by close of business on close of business on 12 October.
The Board is also giving advance notice that the Annual General Meeting of MITC Ltd will be held on 29 November 2011. Regardless of the outcome of the 2 November General Meeting, the AGM will need to be held. At the AGM, two current Board members will retire in rotation, and those positions will be declared vacant. Details for the nomination process will be sent with the AGM papers.
Background:
The General Meeting of MITC Ltd held on 10 August 2011 was called by the MITC Board to discuss and act on a motion to consider winding up MITC Ltd. At the time the meeting was called, the only members of MITC Ltd were the seven Board members themselves. In the period leading up to the meeting, an additional eleven people applied for membership, and were therefore entitled to vote. However, under the rules of MITC Limited and the Act under which MITC Ltd is registered, a winding up motion requires notice which those new members had not been given. The meeting voted on the motion, but the motion had to be passed over to a general meeting at which notice could adequately be given.
FAQ
Following the General Meeting, a number of Members sought clarity regarding important points based on impressions that might have been conveyed.
Q: if I am a member of the MITC Steering Committee, am I entitled to vote at Meetings of MITC Ltd. A: No. To participate in the affairs of MITC Ltd, you must be a Member of MITC Ltd. The MITC Steering Committee is the group which created and continues to guide the MITC scheme. MITC Ltd is the incorporated legal entity which holds the intellectual property of MITC and runs the business of MITC.
Q: Is MITC Ltd about to become insolvent? A: No. If MITC Ltd conducts no business in the next twelve months, it still holds sufficient funds to cover statutory and audit charges.
Q: Is MITC Ltd likely to become insolvent as a result of any action by the Australia Section of SMPTE? A: No. The Board of the Australia Section of SMPTE has pledged to support MITC for the next twelve months, in order to allow MITC to have a Board refresh, plus time to review the potential for the MITC scheme.
Q: If MITC Ltd is wound up, will MITC cease to exist? A: MITC may continue to exist in another form, but will need to be incorporated in some manner in order to be able to trade.
Q: Can MITC attract funding if it is operating as an unincorporated body? A: The extent to which MITC can operate as an unincorporated body needs to be investigated. A number of potential sponsors have indicated that they would not be able to offer sponsor funding to an unincorporated body or association.
Q: Can the Australia Section of SMPTE operate MITC? A: No. The Australia Section of SMPTE is an unincorporated body in Australia, and is not empowered to trade on behalf of MITC.
Q: What is the status of discussions between MITC and the Australian Digital Television Industry Association? A: Discussions between MITC and ADTIA are pending. Both parties believe there is potential for an arrangement, but no proposals have been made or progressed.
Support our work: become a member of MITC Ltd
Membership of MITC Ltd is open to all people and entities who are interested in the Aims and Objects of MITC Ltd. To become a member of MITC Ltd, you need to complete the following simple steps:
- review (read or download) the Rules of MITC Limited
- download the application for membership, fill it in, and return it to the Secretary. The Application may be returned by hand, by post, or electronically but must reach the Secretary by 12 October (being no fewer than 21 days before the date of the meeting).
There is no charge to become a member of MITC Ltd.
If you are not a member of MITC Ltd, you may still attend the General Meeting as an observer. You may be permitted to speak, at the discretion of the Chair. However you will not be able to propose motions, or vote. If you are interested in the future of MITC, and wish to be part of the discussion, you should become a member.
Proxies: Under Rule 10 of MITC Ltd, if you wish someone else to vote or speak on your behalf, you must have a proxy request in writing, lodged with the Secretary ahead of the meeting (in person, through the mail, or to mday@networkten.com.au). The person acting as a proxy must also be a member of MITC Ltd. You may also appoint the Chair of the meeting to act on your behalf.
Motion carried over from General Meeting of MITC Ltd, held on 10 August 2011
The Members of MITC request the Directors to commence the process of winding up MITC Ltd in an orderly fashion as soon as practical and to return all remaining funds and properties to SMPTE Australia Section.
Proposed by JM and seconded by CS.
Vote
9 Members for the motion
6 Members against the motion
2 Members abstained
The motion was carried
The Members agreed the following milestones and timeline:
· Advise stakeholders of this meeting and its outcome
· Announce a three week Membership signup window
· Schedule a Board Meeting to accept new members
· Send a 21 day announcement for a Special General Members Meeting
· Schedule an Annual General Meeting
Note: John Maizels and Charles Sevior put the motion on behalf of the Board in order to allow debate and a vote to take place. Their vote may or may not have been aligned with the motion.
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