Australian Public Access Network Association Inc
                           ARBN 081 355 722
                            VRN A0026600C

                Minutes of 1999 Special General Meeting

             Held at Perth Zoo Education Centre (Theatre)
                         12 Labouchere Road
                      South Perth   WA   6151

                          11 September 1999


(Minutes were taken by Dean Hollister and Jeremy Malcolm, meeting was
chaired by Garry Ford) 


1. Meeting opening by Chairman, adoption of Agenda:

        The meeting was declared opened at 2:20pm AWST by the
        Chairman. 

2. Attendances:

        23 Members present:

        Childs, John                    Treasurer
        Ford, Garry                     Secretary

        Geier, Matthew                  ICR

        Baarda, Donovan                 Melbourne
        Newnham, John                    Melbourne
        O'Rorke, Andrew                 Melbourne

        Bull, Martin                    SA 
        Edwards, Dave                   SA

        Canion, Andrew                  Perth
        Connolly, Paul                  Perth
        Cooper, Tony                    Perth
        Craig, Rex                      Perth
        De Luna, Pepito                 Perth
        Dowson, Peter                   Perth
        Hollister, Dean                 Perth
        Korculanic, David*              Perth
        Kuek, Chris                     Perth
        Malcolm, Jeremy                 Perth
        Roullo, Alexander               Perth
        Scott, Brian                    Perth
        Taylor, David                   Perth
        Turner, Joe                     Perth
        Williams, Terry                 Perth


        *Note: This Member was unable to remain for the meeting, and
        his proxy was accepted by the meeting.


3. Apologies:

        1 Apology received:
        
        Pulsford, Robert                Sydney


        126 Proxies received:

        Bruce, Stephen                  ACT
        Cadman, Greg                    ACT
        Jarret, Glen                    ACT
        MacIntyre, Andrew               ACT

        Aitken, Leon                    Brisbane
        Ault, Graeme                    Brisbane
        Bennett, Crispin                Brisbane
        Crisp, Gregory                  Brisbane
        Harvey, Ken                     Brisbane
        Love, Damien                    Brisbane
        Oliver, Michael                 Brisbane 
        Richardson, Gary                Brisbane
        Wilson, Barry                   Brisbane
        Wilson, Bruce                   Brisbane
        Wilson, Jeremy                  Brisbane

        Baird, Carolyn                  Hunter
        Baird, Chris                    Hunter
        Beeton, Allan                   Hunter
        Condon, Gavin                   Hunter
        Garner, David                   Hunter
        Glazebrook, Andrew              Hunter
        Pickering, Craig                Hunter
        Walters, Marc                   Hunter

        Fisher, John                    ICR
        Fluher, Mirko                   ICR 
        Martin, Andrew                  ICR

        Ahlberg, Lance                  Melbourne
        Anderson, Kathryn               Melbourne
        Cogdon, Chris                   Melbourne
        Copeland, Frank                 Melbourne
        Crofts, David                   Melbourne
        Evans, Cinnamon                 Melbourne
        Griffiths, Jason                Melbourne
        Hays, Gregory                   Melbourne
        Holmes, Dougal                  Melbourne
        Kaufman, Susie                  Melbourne
        Keith-Storey, Andrew            Melbourne
        Littler, John*                  Melbourne
        Long, Peter                     Melbourne
        May, Brian                      Melbourne
        Neilson, Alex                   Melbourne
        Neville, Scott                  Melbourne
        Nikic, Adam                     Melbourne
        O'Seaghdha, Sean                Melbourne
        Palmer, Ted                     Melbourne
        Parsons, Edwin                  Melbourne
        Parsons, Tamara                 Melbourne
        Pedini, Eddie                   Melbourne
        Pesudovs, Linda                 Melbourne
        Sell, Anthony                   Melbourne
        Symons, David                   Melbourne
        Van Dinteren, Johannes          Melbourne
        Watkins, Jillian                Melbourne
        Wierenga, Matthew               Melbourne
        Willie, James                   Melbourne
        Willington, John                Melbourne
        Yeomans, Eric                   Melbourne

        Brook, Donald                   Perth
        Chin, Terrence                  Perth
        Chisholm, David                 Perth
        Day, Michael                    Perth
        El Karakizi, Moussa             Perth
        Hollister, Andrew               Perth
        Hunter, Robert                  Perth
        Komlos, Leslie                  Perth
        Korculanic, David               Perth
        Leigh, Eric                     Perth
        Machin, Michael                 Perth
        McKeown, Peter                  Perth
        Ramsden, Mark                   Perth
        Reader, Geoff                   Perth
        Sheridan, Lutie                 Perth
        Swaminathan, Suvendra           Perth

        Abel, Sean                      S.A.
        Barnet, Dorian                  S.A.
        Bazeley, Tony                   S.A.
        Braddock, Jonathon              S.A.
        Braddock, Reginald              S.A.
        Brockbank, Peter                S.A.
        Burchardt, Fred                 S.A.
        Clarkson, Kerry                 S.A.
        Connerty, Peter                 S.A.
        Crosby, Arthur                  S.A.
        Dennis, Frances                 S.A.
        Devine, Toni                    S.A.
        Doyle, Michael                  S.A.
        Finnis, Anthony                 S.A.
        Fraser, Steven                  S.A.
        Hales, David                    S.A.
        Jones, Darren                   S.A.
        Judd, Michael                   S.A.
        Legg, Bill                      S.A.
        Little, Mark                    S.A.
        McMahon, Bradley                S.A.
        Menzo, Roma                     S.A.
        Merrett, Kerrie                 S.A.
        O'Leary, Maxine                 S.A.
        Psorakis, George                S.A.
        Rasmussen, Erik                 S.A.
        Roberts, Simon                  S.A.
        Rolan, Egon                     S.A.
        Schultz, John                   S.A.
        Smith, Terence                  S.A.
        Thomas, Arthur                  S.A.  
        Thornley, Glen S.A.

        Alderton, Shane                 Sydney
        Butler, Ian                     Sydney
        Butler, Malcolm                 Sydney
        Chambers, Robert                Sydney
        Hosking, Peter                  Sydney
        Jackson, Matthew                Sydney
        Lyons, Adrian                   Sydney
        Turner, Roland                  Sydney

        Basaraner, Ali                  Wollongong
        Boyd-Jones, Alan                Wollongong
        Castles, Robert                 Wollongong
        Holt, Sandra                    Wollongong
        Hope, Donald                    Wollongong
        Lang, Junko                     Wollongong
        Martin, Sue                     Wollongong
        Moir, Sid                       Wollongong
        Moutrie, Anne                   Wollongong
        Ochalski, Val                   Wollongong
        Roughsedge, Chris               Wollongong

        *Note:  A Proxy from John Littler was received. However he had
                not been accepted as a member at the MC Meeting of 18
                August, as is required by the Rules, as his membership
                application came in after that date. The Meeting
                agreed to accept his proxy. 


 4. Correspondence:

        4.1 Inwards:

                126 proxies


        4.2 Outwards

                Notice of Meeting


The meeting adjourned at 2:32 AWST minutes to present the results of
the Officer elections in a reconvened AGM, and have light
refreshments. Meeting recommenced at 3:07pm AWST. 


5. Special Business:

        5.1 Address by Secretary - reasons for the changes.

                        The President (former Secretary) highlighted
                        the reasons for the rule changes before the
                        meeting were due to changes in the
                        Incorporated Associations Act (Victoria). Some
                        dissatisfaction was expressed about the
                        compulsory need to change the rules. The
                        Chairman indicated that Members were at
                        liberty to vote against the changes, as
                        provided by the rules. However, APANA could
                        then be in contravention of the Act.

                        The proposed changes are put forward to the
                        meeting by the Working Committee and the
                        Management Committee and each change will be
                        voted upon individually in a separate motion
                        as set out in the agenda. 
                        
                        A motion was presented by John Newnham to
                        deal with changes 19 - 28 first and was
                        seconded by Donovan Baarda. Defeated by show
                        of hands. 


        5.2 Voting on Motions:


        A total of 148 votes were cast per item. As these motions
        are presented to change the rules of APANA, clause 47 in the
        current rules requires a minimum of three quarters of votes in
        favour for each motion to be passed. This requires at least 111
        votes in favour, and no more than 37 combined votes against or
        abstaining.

        It was agreed by the meeting to present all votes either
        against or abstaining. This figure will then be subtracted
        from 148 to determine the total number of votes in favour.


        Cosmetic Changes:

        1.      That each rule category be given a heading name as
                proposed in the draft rules and all rule categories be
                numbered consecutively, commencing from 1. 

                The Motion was put by the Chairman.

                Against:         22 
                Abstain:          0
                In Favour:      126     Motion Carried.


        2.      That where proposed amended clauses are voted upon
                that replace an existing clause in the current Rules
                of APANA Inc., the existing clause is deleted from the
                Rules if the motion is carried. 

                The Motion was put by the Chairman.

                Against:         21
                Abstain:          0
                In Favour:      127     Motion Carried.


        Changes required by Victorian Law:

        3.      That the wording of proposed Rule 46 - Duties of
                Committee Members be adopted as Rule 46 of APANA
                Inc.:
                
                "46. DUTIES OF COMMITTEE MEMBERS

                46.1 - A member or former member of APANA must not
                knowingly or recklessly make improper use of his or
                her position in APANA; or information acquired by
                virtue of his or her position; so as to gain, directly
                or indirectly, any pecuniary benefit or material
                advantage for himself or herself or any other person,
                or so as to cause a detriment to APANA. 

                46.2 - A member of the committee of APANA who has any
                direct or indirect pecuniary interest in a contract,
                or proposed contract, with APANA must disclose the
                nature and extent of his or her interest in the
                contract to the Committee and in the financial
                statements submitted to the next annual general
                meeting."

                The Motion was put by the Chairman. 

                Against:        27
                Abstain:         0
                In Favour:     121      Motion Carried.


        4.      That the wording of proposed Rule 28 clause 28.1 be
                adopted as part of Rule 28 of APANA Inc. - "Annual
                General Meeting":

                "28. ANNUAL GENERAL MEETING

                28.1 - APANA shall within five months of the end of
                each financial year in each calendar year convene an
                annual general meeting of its members. 

                28.2 - The annual general meeting shall be held on
                such day as the Committee determines. 

                28.3 - The annual general meeting shall be specified
                as such in the notice convening it. 

                28.4 - The ordinary business of the annual general
                meeting shall be: 

                        a. to confirm the minutes of the last
                        preceding annual general meeting and of any
                        general meeting held since that meeting;

                        b. to receive from the Committee reports upon
                        the transactions of APANA during the last 
                        preceding financial year; 

                        c. to elect the officers of APANA and the
                        general members of the Committee; 

                        d. to receive and consider the statement
                        submitted by APANA in accordance with section
                        30(3) of the Act. 

                28.5 - The annual general meeting may transact special
                business of which notice is given in accordance with
                these rules. 

                28.6 - The annual general meeting shall be in addition
                to any other general meetings that may be held in the
                same year." 

                
                The Motion was put by the Chairman. 

                Against:         27
                Abstain:          0
                In Favour:      121     Motion Carried.


        Changes suggested by our solicitors and members to clarify the
        rules: 

        -       where ambiguity currently exists  
        
        -       the meaning is not clear unless other legislation is
                referred to or a solicitor consulted; 
                
        -       or members find it difficult to understand because of
                cross referencing to rules which then are not
                necessarily worded in a manner that relates directly
                to the referenced point.
                
        None of these changes introduce any new concepts or in any way
        change the workings of the existing rules. They are all points
        of clarification.

        5.      That the proposed wording of Rule 2, except the
                definitions of "Member" and "Member Access Site" be
                adopted as Rule 2 of APANA Inc.- "Definitions":
                
                '2. DEFINITIONS

                2.1 In these rules and associated policy documents,
                unless otherwise stated: 

                "Committee'' means the Management Committee of APANA.

                "Financial year'' means the year ending on 30 June.

                "General Meeting" means a general meeting convened in
                accordance with Rule 29. 

                "Mail" means any of the following methods of
                delivering written or printed material: electronic
                mail, facsimile, general post or public or private
                courier service. 

                "Meeting" means any gathering of Members by personal
                presence, proxy, or telephonic means. 

                "Ordinary member" in the context of the Committee
                means a member of the Committee who is not an
                Officer. 

                "Person" includes a natural person, and any
                organisation whether incorporated or unincorporated. 

                "Region" has the meaning set out in Rule 10.

                "Secret Ballot" means any form of voting that hides
                the identity of the voter and includes postal voting. 

                "Show of hands" means any form of voting besides
                secret ballot. 

                "Statement of Purposes" means the statement of
                purposes as required by the Act. 

                "The Act" means the Associations Incorporation Act
                1981 (Vic). 

                "The Regulations" means regulations under The Act.

                "Writing" includes any of the following means of
                communication: hand written, typed original, facsimile
                or electronic mail. 

                2.2 In these rules, a reference to the secretary is a
                reference: 
                
                        where a person holds office under these
                        rules as secretary of APANA, to that person;
                        and 

                        in any other case, to the public officer of
                        APANA. 

                2.3 Words or expressions contained in these rules
                shall be interpreted in accordance with the provisions
                of the Interpretation of Legislation Act 1984 (Vic)
                and the Act as in force from time to time.'
 
                The Motion was put by the Chairman.

                Against:         26
                Abstain:          1
                In Favour:      121     Motion Carried.


        6.      That the proposed wording of Rule 3, clauses 3.1, 3.3
                and 3.5 be adopted as part of Rule 3, of APANA Inc. -
                "Application for Membership":
                 
                "3. APPLICATION FOR MEMBERSHIP

                3.1 - Any natural person or organisation (other than
                schools and government instrumentalities and agencies)
                whose constitution prohibits the distribution of
                profits among its members, (hereafter referred to as a
                non-profit organisation") who subscribes to the aims
                of APANA as embodied in the Statement of Purposes, who
                agrees to be bound by the rules and regulations of
                APANA as amended from time to time and who has not
                been previously expelled from the association may
                apply to join APANA. 

                3.3 - All applications for membership shall be lodged
                with the Secretary or an appointee. 

                3.5 - The Secretary shall enter, or cause to be
                entered, the nominee's name in the Register of
                Members."

                The Motion was put by the Chairman.

                Against:         25
                Abstain:          0
                In Favour:      123     Motion Carried.


        7.      That existing Rule 9 be deleted and the proposed
                wording of Rule 8, clauses 8.1 and 8.3 be adopted as
                part of Rule 8 of APANA Inc.- "Resignation of
                Membership":
                
                "8. RESIGNATION OF MEMBERSHIP

                8.1 - A member who has paid all moneys due and payable
                by the member to APANA may resign from APANA by first
                giving one months notice in writing to the secretary
                and upon the expiration of that period of notice, the
                member shall cease to be a member. 

                8.3 - APANA is at no time obliged to refund or
                otherwise provide any compensation for any entrance
                fee or annual subscription (or any part thereof) where
                the Member resigns his or her membership of APANA
                under Rule 8, is expelled under Rule 9, or otherwise
                ceases to enjoy or otherwise exploit any of the rights
                or privileges of membership "

                The Motion was put by the Chairman. 

                Against:         20
                Abstain:          1
                In Favour:      127     Motion Carried.


        8.      That the proposed wording of Rule 9, clauses 9.3,
                9.4, 9.5, 9.6 and 9.7 be adopted as part of Rule 9 of
                APANA Inc. - "Expulsion of Membership":
                
                "9. EXPULSION OF MEMBERS

                9.4 - At a meeting of the committee held in accordance
                with Rule 9.2, the committee shall give the member an
                opportunity to be heard; shall give due consideration
                to any written statements submitted by the Member; and
                shall by resolution determine whether to confirm or
                revoke the resolution. 

                9.5 - Where the secretary receives a notice under Rule
                9.2.d.(iii), he or she must notify the Committee and
                the Committee must convene a general meeting to be
                held within 60 days from the date on which the
                secretary receives the notice. 

                9.6 - At a general meeting convened under Rule 9.5 

                        a)      no business other than the question of
                                the appeal shall be transacted; 

                        b)      the Committee may place before the
                                meeting details of the grounds for the
                                resolution and the reasons for passing
                                the resolution; 

                        c)      the Member has an opportunity to be
                                heard; and 

                        d)      the Members present must vote by
                                secret ballot on the question whether
                                the resolution should be confirmed or
                                revoked. 

                9.7 - If at the general meeting two-thirds of the
                Members vote in person or by proxy in favour of
                confirmation of the resolution, the resolution is
                confirmed; and in any other case, the resolution is
                revoked."
                
                The Motion was put by the Chairman. 

                Against:         13
                Abstain:          1
                In Favour:      134     Motion Carried.


        9.      That the proposed wording of Rule 10, clauses 10.4
                and 10.5 be adopted as part of Rule 10 of APANA Inc.-
                "Regions":
                
                        It was moved that Clause 10.5 be amended to
                        a new motion 29. Moved: Donovan Baarda,
                        Seconded: John Newnham. Carried unanimously by
                        show of hands. 

                This motion 9 now only applies to proposed change to
                clause 10.4:

                "10. REGIONS

                10.4 - Upon the receipt of a petition so requesting
                from five (5) or more members which satisfies the
                requirements of Rule 10.2, the management committee
                will at its next meeting determine whether the region
                should be recognised and appoint an interim regional
                committee and Management Committee representative to
                serve until the holding of the first regional meeting,
                which must be held within sixty (60) days of the
                region being recognised by the committee." 

                The Motion was put by the Chairman.
                
                Against:          0
                Abstain:          0
                In Favour:      148     Motion Carried Unanimously.
                
                
        10.     That the proposed wording of Rule 11 clause 11.4 be
                adopted as part of Rule 11 of APANA Inc. - "Annual
                Regional Meeting":
                
                "11. ANNUAL REGIONAL MEETING

                11.4 - The ordinary business of the annual regional
                meeting shall be to: 

                        a)      confirm the minutes of the last
                                preceding annual meeting and of any
                                special regional meetings held since
                                that meeting; 

                        b)      receive from the regional committee a
                                report of the state of affairs in the
                                region; 

                        c)      elect the regional committee; 

                        d)      elect the region's representative to
                                the Management Committee in accordance
                                with Rule 41. 
                
                The Motion was put by the Chairman. 

                Against:          6
                Abstain:          0
                In Favour:      142     Motion Carried.


        11.     That the proposed wording of Rule 14 clause 14.2 be
                adopted as part of Rule 14 of APANA Inc. - "Regional
                Committees" and existing clause 14.5 renamed as Rule
                23 of APANA Inc. - "Filling a Casual Vacancy on a
                Regional Committee":
                
                "14. REGIONAL COMMITTEES

                14.2.- The regional committee shall:

                        a)      determine the interests of the members
                                of the region 

                        b)      recommend to the management committee
                                all such acts and things as appear to
                                the regional committee to be necessary
                                to promote the interests of the
                                members of the region." 
                
                The Motion was put by the Chairman. 

                Against:         21
                Abstain:          0
                In Favour:      127     Motion Carried.


        12.     That existing Rule 17 of APANA Inc. - "Proceedings at
                Regional Meetings", be deleted and replaced with the
                proposed Rules 15 - "Proceedings at Regional
                Meetings", Rule 16 - "Regional Meeting Chairperson"
                and Rule 17 - "Regional Meeting Adjournments":

                "15. PROCEEDINGS AT REGIONAL MEETINGS

                15.1 - All business that is transacted at a regional
                meeting, and all business that is transacted at the
                annual regional meeting with the exception of that
                specifically referred to in these rules as being the
                ordinary business of the annual regional meeting,
                shall be deemed to be special business. 

                15.2 - No item of business shall be transacted at a
                regional meeting unless a quorum of members entitled
                under these rules to vote is present during the time
                when the meeting is considering that item. 

                15.3 - Five members personally present, being members
                entitled under these rules to vote, constitute a
                quorum for the transaction of the business of a
                regional meeting. 

                15.4 - If within half an hour after the appointed time
                for the commencement of a general meeting, a quorum is
                not present, the meeting if convened under the
                petition of members shall be dissolved and in any
                other case shall stand adjourned to the same day in
                the next week at the same time and (unless another
                place is specified by the Chairman at the time of the
                adjournment or by written notice to members given
                before the day to which the meeting is adjourned) at
                the same place. If at the adjourned meeting the quorum
                is not present within half an hour after the time
                appointed for the commencement of the meeting, the
                members present (being not less than three) shall be a
                quorum. 



                16. REGIONAL MEETING CHAIRPERSON

                16.1 - The Regional Co-ordinator, or in his absence,
                the Deputy Regional Co-ordinator, shall preside as
                Chairman at each regional meeting of APANA. 

                16.2 - If the Regional Co-ordinator and Deputy
                Regional Co-ordinator are absent from a regional
                meeting, the members present shall elect one of their
                number to preside as Chairman at the meeting. 

        17. REGIONAL MEETING ADJOURNMENTS

                17.1 - The Chairman of a regional meeting at which a
                quorum is present may, with the consent of the
                meeting, adjourn the meeting from time to time and
                place to place, but no business shall be transacted at
                an adjourned meeting other than the business left
                unfinished at the meeting at which the adjournment
                took place. 

                17.2 - Where a meeting is adjourned for 14 days or
                more, a like notice of the adjourned meeting shall be
                given as in the case of the general meeting. 

                17.3 - Except as provided in Rules 17.1 and 17.2, it
                is not necessary to give notice of an adjournment or
                of the business to be transacted at an adjourned
                meeting."

                The Motion was put by the Chairman.

                Against:         29
                Abstain:          0
                In Favour:      119     Motion Carried.


        13.     That existing Rule 18 of APANA Inc. - "Voting at
                Annual and Special Regional Meetings" be replaced with
                proposed Rule 18 - "Voting at Annual and Special
                Regional Meetings" and proposed Rule 19 - "Proxies at
                Regional Meetings" and that the proposed wording of
                Rule 41 clause 41.5 be adopted as part of Rule 41 of
                APANA Inc. - "Election of Ordinary Members of the
                Management Committee": 

                        A motion was moved to amend proposed clause
                        18.6 "Upon any question arising at a regional
                        meeting of APANA, a member of has one vote
                        only." to "Upon any question arising at a
                        regional meeting of APANA, each member of
                        the Region has one vote only." Moved John
                        Newnham, Seconded Jeremy Malcolm. Carried
                        unaninmously by show of hands. 

                "18. VOTING AT ANNUAL AND SPECIAL REGIONAL MEETINGS

                18.1 - A question arising at a regional meeting of
                APANA shall be determined on a show of hands unless a
                poll is demanded on or before the show of hands. 

                18.2 - Where poll on a question is not demanded:

                        a)      the Chairman should declare that a
                                resolution has, on a show of hands,
                                been carried or carried unanimously or
                                carried by a particular majority or
                                lost; 

                        b)      an entry to that effect in the minute
                                book of the association should be made
                                as evidence of the fact, without proof
                                of the number or proportion of the
                                votes recorded in favour of, or
                                against, that resolution. 

                18.3 - If at a meeting a poll on any question is
                demanded by not less than three members, it shall be
                taken at that meeting in such a manner as the Chairman
                may direct and the resolution of the poll shall be
                deemed to be a resolution of the meeting on that
                question. 

                18.4 - A poll that is demanded on the election of a
                Chairman or on a question of an adjournment shall be
                taken forthwith, while a poll that is demanded on any
                other question shall be taken at such time before the
                close of the meeting as the Chairman may direct. 

                18.5 - Only members of APANA in the region shall be
                entitled to vote at annual regional meetings and
                special regional meetings. 

                18.6 - Upon any question arising at a regional meeting
                of APANA, each member of the Region has one vote
                only. 

                18.7 - All votes shall be given personally or by
                proxy. 

                18.8 - In the case of an equality of voting on a
                question, the Chairman of the meeting is entitled to
                exercise a second or casting vote. 



                19. PROXIES AT REGIONAL MEETINGS

                19.1 - Each ordinary member in the region shall be
                entitled to appoint another ordinary member as his
                proxy by notice given to the regional co-ordinator no
                later than 24 hours before the time of the meeting in
                respect of which the proxy is to be appointed. 

                19.2 - The notice appointing the proxy shall include:

                        a)      the name of the member wishing to
                                appoint the proxy; 

                        b)      the name of the proxy; 

                        c)      the date of the meeting for which the
                                proxy is appointed; 

                        d)      a list of the resolutions on which the
                                proxy is authorised to vote including,
                                for each resolution, whether the proxy
                                is to vote for or against that
                                resolution; and 

                        e)      the dated signature of the member who
                                wishes to appoint the proxy.

                41. ELECTION OF ORDINARY MEMBERS TO THE MANAGEMENT
                COMMITTEE 

                41.5 - The ballot for the election of ordinary
                members of the management committee shall be conducted
                at the annual regional meeting in such usual and
                proper manner as the regional committee may direct
                under Rule 18."

                The Motion as amended was put by the Chairman.
                 
                Against:         28
                Abstain:          0
                In Favour:      120     Motion Carried. 


        14.     That existing Rules of APANA Inc. governing positions
                being declared vacant for officers (38.8), committee
                members (39.7) and regional committee members (20) be
                amended in the manner of proposed Rules 39 - "An
                Officer position declared Vacant", 42 - "An Ordinary
                Committee Member position declared vacant", and 21 -
                "Position on Regional Committee declared vacant":
                
                        A motion was moved to amend clauses 21.c, 39.b
                        and 42.b "the Companies (Victoria) Code;" to
                        "the Corporations Law;". Moved Donovan Baarda,
                        Seconded John Newnham. Carried unanimously by
                        show of hands.

                "21. POSITION ON REGIONAL COMMITTEE DECLARED VACANT

                For the purposes of these rules, the position of a
                member of the regional committee becomes vacant if the
                member: 

                        a)      ceases to be a member of APANA; 

                        b)      moves into another region; 

                        c)      becomes an insolvent under
                                administration, commits an act of
                                bankruptcy or against whom a
                                sequestration order is made within the
                                meaning of the Corporations Law; 

                                or 

                        d)      resigns his office by notice in
                                writing given to the secretary. 
                
                39. AN OFFICER POSITION DECLARED VACANT

                For the purposes of these rules, the office of an
                officer of APANA becomes vacant if the officer : 

                        a)      ceases to be a member of APANA; 

                        b)      becomes an insolvent under
                                administration, commits an act of
                                bankruptcy or against whom a
                                sequestration order is made within the
                                meaning of the Corporations Law; or 

                        c)      resigns his office by notice in
                                writing given to the secretary. 

                42. AN ORDINARY COMMITTEE MEMBER POSITION DECLARED VACANT

                For the purposes of these rules, the office of an
                ordinary member of the management committee vacant if
                the member: 

                        a)      ceases to be a member of APANA; 

                        b)      becomes an insolvent under
                                administration, commits an act of
                                bankruptcy or against whom a
                                sequestration order is made within the
                                meaning of the Corporations law; or 

                        c)      resigns his office by notice in
                                writing given to the secretary; 

                        d)      is elected as an officer of APANA."

                The Motion as amended was put by the Chairman.
                        
                Against:          0
                Abstain:          0
                In Favour:      148     Motion Carried Unanimously.
                
                
        15.     That the proposed Rule 29 clause 29.2 be adopted as
                part of Rule 29 of APANA Inc.- "Special General
                Meeting": 

                        A motion was moved to add "which may be in
                        electronic form," immediately following the
                        word "documents". Moved Dean Hollister,
                        Seconded Paul Connolly. Carried unanimously by
                        show of hands. 

                "29. SPECIAL GENERAL MEETING

                29.2 - Upon the receipt of a petition so requesting
                from forty (40) or more members, or half the
                membership, (whichever number is less), the secretary
                shall call a special general meeting of APANA for a
                date no later than two (2) calendar months after
                receipt of the petition. The petition may take the
                form of several like documents, which may be in
                electronic form, each signed by one or more Members
                making the requisition." 

                The Motion as amended was put by the Chairman.

                Against:         19
                Abstain:          0
                In Favour:      129     Motion Carried.


        16.     That the proposed wording of Rule 30, clause 30.1 be
                adopted as part of Rule 30 of APANA Inc. - "Notice of
                General Meeting":

                "30. NOTICE OF GENERAL MEETING

                30.1 - The secretary shall, at least fourteen days
                before the date fixed for holding a general meeting of
                APANA, shall mail or cause to be mailed to each member
                of the association a notice stating the place, date
                and time of the meeting and the nature of business to
                be transacted at the meeting." 

                The Motion was put by the Chairman.
                
                Against:         22
                Abstain:          0
                In Favour:      126     Motion Carried.
                
                
        17.     That the proposed wording of Rule 45 clause 45.7 be
                adopted as part of Rule 45 of APANA Inc. -
                "Proceedings of the Management Committee":

                "45. PROCEEDINGS OF THE MANAGEMENT COMMITTEE

                45.7 - Written notice of the meeting and of each
                resolution before the committee shall be mailed to the
                address of each member of the committee at least three
                days before the resolution is determined." 

                The Motion was put by the Chairman.
                
                Against:         21
                Abstain:          0
                In Favour:      127     Motion Carried.
                
                
        18.     That the proposed wording of Rule 54.2 be adopted as
                part of Rule 54 of APANA Inc. - "Alteration of Rules
                and Statement of Purposes":
                
                "54. ALTERATION OF RULES AND STATEMENT OF PURPOSES

                54.2 - Proposed changes must be approved by a
                three-quarters majority of the members who vote in a
                ballot at a general meeting held specifically for this
                purpose." 

                The Motion was put by the Chairman. 

                Against:          6
                Abstain:          1
                In Favour:      141     Motion Carried.

        (d) Changes to the Rules that introduce new concepts

        MEMBERSHIP

        To enable people in the same household to use a member's APANA
        connection without themselves having to be members of APANA it
        is recommended that Rule 4.1 of Classes of Membership be
        altered as follows: 

        EXISTING

        "4 (1) - There shall be two classes of members, as follows:-

        Ordinary members being natural persons admitted to membership
        in accordance with Rule 3.4;

        Corporate members being non-profit organisations admitted to
        membership in accordance with Rule 3.4. Every corporate member
        shall, at the time of its application for membership and each
        annual renewal, nominate a person who shall exercise voting
        rights on its behalf and be responsible for ensuring its 
        compliance with the Rules. A corporate member shall not be
        eligible for election or appointment to the Management
        Committee or a Regional Committee." 

        PROPOSED

        4.1 - There shall be two classes of members, as follows:-

        Ordinary members being natural persons, including their
        immediate households, admitted to membership in accordance
        with Rule 3.4. The person who signs the application form shall
        be the only person in the household who shall exercise voting
        rights and be responsible for ensuring its compliance with the
        Rules. An Ordinary member shall be eligible for election or
        appointment to the Management Committee or a Regional
        Committee.; 

        Corporate members being non-profit organisations admitted to
        membership in accordance with Rule 3.4. Every corporate member
        shall, at the time of its application for membership and each
        annual renewal, nominate a person who shall exercise voting
        rights on its behalf and be responsible for ensuring its
        compliance with the Rules. A corporate member shall not be
        eligible for election or appointment to the Management
        Committee or a Regional Committee. 

        This change also requires the following addition to Rule 2 -
        Definitions: 

        "Member" includes a natural person together with other
        natural persons who are immediate members of the same
        household, and any organisation, whether incorporated or
        unincorporated, together with persons associated with the
        organisation.

        19.     That the proposed change to Rule 4 of APANA Inc. -
                Classes of Membership, clause 4.1 - and Rule 2 -
                definitions - be adopted:

                The Motion was put by the Chairman.

                Against:         17
                Abstain:          1
                In Favour:      130     Motion Carried.


        HONORARY LIFE MEMBERS

        The existing Rules are not detailed enough upon how honorary
        life members are to be elected. 

        EXISTING

        "3 (5) - A member of APANA may be exempted from the payment of
        all current and future membership fees by being voted an
        "Honorary Life Member of APANA" at a general meeting of APANA,
        for which due notice has been given under Rule 30." 

        PROPOSED

        3.7 - Any member may be nominated to the Management Committee
        for consideration as an Honorary Life Member, by any two other
        financial members of APANA. Such a member of APANA may shall
        be exempted from the payment of all current and future
        membership fees by being voted an "Honorary Life Member of
        APANA" at a general meeting of APANA, for which due notice has
        been given under Rule 30, and to which the Management
        Committee has recommended life membership be granted to the
        candidate. 

        20.     That the existing Rule 3 (5) be amended as per
                proposed Rule 3.7 above: 

                        A motion was moved to add the text "or a
                        Regional Committee" immediately after the
                        words "Management Committee". Moved Dave
                        Edwards, Seconded Dean Hollister. Carried
                        unanimously by show of hands.

                        "3.7 - Any member may be nominated to the
                        Management Committee for consideration as an
                        Honorary Life Member, by any two other
                        financial members of APANA. Such a member of
                        APANA shall be exempted from the payment of
                        all current and future membership fees by
                        being voted an "Honorary Life Member of APANA"
                        at a general meeting of APANA, for which due
                        notice has been given under Rule 30, and to
                        which the Management Committee or a Regional
                        Committee has recommended life membership be
                        granted to the candidate. 
                        
                        The Motion as amended was put by the Chairman.

                Against:         27
                Abstain:          0
                In Favour:      121     Motion Carried.


        PUBLIC ACCESS SITES

        To avoid confusion over the concept of "Public Access Sites"
        it is recommended they be renamed "Member Access Sites".
        
        21.     That the following definition of a "Member Access
                Site" be incorporated in Rule 2 of APANA Inc. -
                Definitions. "'Member Access Site' is a not-for-profit
                hub operated by a member of APANA for the benefit of
                other members."

                The Motion was put by the Chairman.

                Against:         18
                Abstain:          0
                In Favour:      130     Motion Carried.


        In keeping with the existing Policy Documents to to avoid
        APANA being seen as an ISP providing services to the general
        public it is recommended by our solicitors that a new Rule 51
        - Assets be introduced. 

        "51. ASSETS

        All APANA assets and services are for the exclusive use of
        APANA members. A member may operate a Member Access Site for
        the benefit of fellow members." 


        22.     That proposed Rule 51 be incorporated into the Rules
                of APANA Inc.: 

                The Motion was put by the Chairman.

                Against:         25
                Abstain:          0
                In Favour:      123     Motion Carried.


        RIGHTS OF MEMBERSHIP

        Although current Rule 5 does cover this, it does not do so in
        sufficient detail. The changes suggested in Rule 8.3 were
        suggested for our solicitors in 1995 to clarify some of the
        rights a member loses upon resignation/expulsion. However
        there was no clarification of the rights and obligations
        whilst a member. This section is introduced to do just that. 

        Further, it appears one of the main reasons the Australian
        Communications Authority believe we should join the
        Telecommunication Ombudsman Scheme is because we have a "Terms
        and Conditions of Connection". The introduction of this
        section will permit us to drop the "Terms and Conditions of
        Connection" and still maintain the protection afforded us.
        This was recommended initially by the Solicitors in 1995 as
        the way to approach the situation with the "Terms and
        Conditions" a method of doing so without the need to radically
        change the Rules. 

        PROPOSED

        "5. RIGHTS OF MEMBERSHIP

        5.1 - APANA from time to time may extend certain rights or
        privileges to members. These are made at the behest of a
        General Meeting, the Management Committee, a Regional General
        Meeting or a Regional Committee of APANA, as each case
        dictates. 

        5.2 - A right or privilege of membership may, subject to
        applicable legislation, be bestowed on members APANA wide or
        restricted to a particular region or group of members as
        determined from time to time by the relevant bodies in Rule
        5.1. 

        5.3 - APANA does not guarantee or warrant any rights and
        privileges of membership and may suspend, alter, or cancel any
        such rights or privileges as it sees fit and circumstances
        dictate. APANA is not responsible for any compensation as a
        result of such cancellation, suspension or alteration to the
        rights and privileges of membership. 

        5.4 - The member is obligated to use any rights and privileges
        of membership granted by APANA in a manner that strictly
        abides with all relevant laws, regulations, ordinances and any
        other delegated legislation, of whatever character, as amended
        or varied from time to time, and in accordance with the Rules
        and other polices APANA promulgates from time to time. 

        5.5 - The member agrees at all times to indemnify APANA for
        any expenses, costs, damages, penalties, imposts and other
        liabilities APANA incurs from time to time, whether directly
        or indirectly, as a result of a member exercising a right or
        privilege of membership."
        
        23.     That the proposed Rule 5 - "Rights of Membership" be
                incorporated in the Rules of APANA Inc.:

                The Motion was put by the Chairman.
                
                Against:         20
                Abstain:          0
                In Favour:      128     Motion Carried.
                
                
        In addition, existing Rule 5 need alterations as proposed in
        Rule 5 clause 5.6 below: 

        "5.6 - A right OR privilege or obligation of a person by
        reason of his membership of APANA: 

                a.      is not capable of being transferred or
                        transmitted to another person, and

                b.      terminates upon the cessation of his
                        membership whether by resignation or
                        otherwise."
                        
        24.     That proposed Rule 5 clause 5.6 be adopted as part of
                Rule 5 of APANA Inc. - Rights of Membership.
                
                        It was moved that this Motion be withdrawn.
                        Moved by Rex Craig, Seconded Paul Connolly.
                        Carried unanimously by show of hands.
                        
                        
        REGIONS

        Dissolution of a Region.

        Currently only the region can dissolve itself. If the region
        fails to do this when required, legally the Management
        Committee has no power to do so on behalf of the region. This
        happened recently in the case of the Tasmanian Region where it
        was down to only three members, but still officially a region.
        The MC had to ask two of the members able to be contacted, for
        permission to dissolve the region. 

        25.     That the proposed Rule 27 clause 27.3 - "27.3 - If a
                region becomes inactive or is otherwise not fulfilling
                its duties for any reason the Management Committee
                may, at its discretion, choose to dissolve the said
                region." - be inserted in Rule 27 of APANA Inc. -
                "Dissolution of a Region": 

                        It was moved that this Motion be withdrawn.
                        Moved by Dave Edwards, Seconded Donovan
                        Baarda. Carried unanimously by show of hands.


        MANAGEMENT COMMITTEE

        Currently the rules do not specify who or how a meeting of the
        Management Committee shall be called nor how emergency
        meetings may be convened. 

        It is recommended that these processes should be defined.

        PROPOSED

        "45.2 - Meetings of the committee may be convened by the
        President or in his/her absence the Secretary. 

        45.3 - Special meetings of the Committee may be convened by
        the President or by any 4 of the members of the Committee. 

        45.4 - Notice shall be given to members of the Committee of
        any special meeting specifying the general nature of the
        business to be transacted and no other business shall be
        transacted at such a meeting. Rule 45.7 does not apply to
        special meetings of the committee if all members of the
        committee have been personally contacted and informed of the
        nature of the business to be discussed and have agreed to the
        meeting being held without the required three days notice." 

        26.     That proposed Rule 45 clauses 45.2, 45.3, 45.4 be
                incorporated in Rule 45 of APANA Inc. "Proceedings of
                the Management Committee": 

                The Motion was put by the Chairman.

                Against:         27
                Abstain:          0
                In Favour:      121     Motion Carried.


        (e) Procedural motion to enable any resulted changes to be
        made. 

        27.     That any subsequent alterations to the numbering,
                spelling or minor wording of the Rules or policy
                documents of APANA Inc. that are required to be made
                by virtue of amendments being carried or motions being
                defeated at this meeting are hereby authorised to be
                carried out by the Management Committee, providing the
                intent of the original is not changed. 

                The Motion was put by the Chairman.

                Against:         20
                Abstain:          4
                In Favour:      124     Motion Carried.


        28.     "That Rule 8 of the Model Rules for an Incorporated
                Association, Schedule 5 of the Associated
                Incorporation Regulations of 1998, be included in the
                Rules of APANA Inc." 

                The wording of the proposed Rule follows. It is
                suggested that this be amended to suite or needs. If
                we don't incorporate it into our Rules, this rule
                automatically applies in any case. 

                8. Disputes and mediation

                (1) The grievance procedure set out in this rule
                applies to disputes under these Rules between--
                (a) a member and another member; or
                (b) a member and the Association.

                (2) The parties to the dispute must meet and discuss
                the matter in dispute, and, if possible, resolve the
                dispute within 14 days after the dispute comes to the
                attention of all of the parties. 

                (3) If the parties are unable to resolve the dispute
                at the meeting, or if a party fails to attend that
                meeting, then the parties must, within 10 days, hold a
                meeting in the presence of a mediator.

                (4) The mediator must be--
                (a) a person chosen by agreement between the parties;
                or 
                (b) in the absence of agreement-
                (i) in the case of a dispute between a member and
                     another member, a person appointed by the
                     committee of the Association; or
                (ii) in the case of a dispute between a member and the
                     Association, a person who is a mediator appointed
                     or employed by the Dispute Settlement Centre of
                     Victoria (Department of Justice).

                (5) A member of the Association can be a mediator.

                (6) The mediator cannot be a member who is a party to
                the dispute.

                (7) The parties to the dispute must, in good faith,
                attempt to settle the dispute by mediation.

                (8) The mediator, in conducting the mediation, must--
                (a) give the parties to the mediation process every
                opportunity to be heard; and
                (b) allow due consideration by all parties of any
                written statement submitted by any party; and
                (c) ensure that natural justice is accorded to the
                parties to the dispute throughout the mediation
                process. 

                (9) The mediator must not determine the dispute.

                (10) If the mediation process does not result in the
                dispute being resolved, the parties may seek to
                resolve the dispute in accordance with the Act or
                otherwise at law. 

                The Motion was put by the Chairman.

                Against:          0
                Abstain:          0

                In Favour:      148     Motion Carried Unanimously.


                29.     Change to Clause 10.5, as moved by motion in
                        Motion 9.
                        
                        That the proposed wording of Rule 10, clause
                        10.5 be adopted as part of Rule 10 of APANA
                        Inc.- "Regions":

                        "10. REGIONS

                        10.5 - The Committee may on its own
                        initiative establish a region." 

                        The Motion was put by the Chairman.

                Against:        148
                Abstain:          0
                In Favour:        0     Motion Defeated Unanimously.


6.      Meeting close.

        The meeting was closed by the Chairman at 4:47pm AWST.

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