The Special General Meeting scheduled for next Thursday 3 November 2005, as reported in Newsletter 88/05 dated 13 October 2005, has been cancelled.

The Executive received legal advice and subsequently determined unanimously that the Notice of Special Meeting does not comply with the Memorandum and Articles of Association of the Police Association and the Corporations Law 2000.

1. Article 64 requires that a special meeting "shall be called" by the Secretary. The Executive notes the attached Notice on Police Association Newsletter is not signed by the Secretary or notified as having been authorised by him. Therefore the Notice of Special Meeting does not comply with Rule 64 of the Articles of Association.

2. Article 65 requires notice of the meeting to be by "advertisement in the Journal" or otherwise as the Executive shall decide. The Executive has made no decision or determined any alternate notice procedure. Therefore the Notice of Special Meeting by the newsletter does not comply with Rule 65 of the Articles of Association.

3. The Notice of Special Meeting contains additional business to that set out in the petition for which the meeting was requisitioned namely:
"The motions referred to above are as follows:

1. The selection procedure …

5. … be appointed to conciliate the dispute."
The exercise of the casting vote contrary to the "democratic processes" of the delegates is a procedural matter. The additional business concerning the Secretary's contract negotiations is a substantive matter. The latter is outside the business of the petition for which the meeting was requisitioned.
This is contrary to Article 64 and constitutes a breach of Articles of Association.

4. Article 38 provides that the President shall preside at all meetings of the Association. The Articles as to the Order of Business and Rules of Debate provide that the President may exercise the casting vote. A power vested by the Articles of Association exclusively in the President cannot be effectively exercised nor can its exercise by the President be effectively controlled or interfered with by resolution of members at a Special Meeting or any other meeting.
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The resolution in the Notice of Special Meeting clearly seeks to control and to interfere with that casting vote. The resolution is not a resolution which can be effectively passed by the members.

Accordingly the proposed resolution that constitutes the requisition and the notice that constitutes the requisition is invalid and ineffective under Article 64.

5. The Secretary has a duty to requestion a special meeting under Article 64 requiring that he be satisfied that the procedural and substantive requirements of the Articles have been complied with. It does not allow an exercise of that duty that is procedurally and substantively contrary to the Articles and hence defective and consequentially invalid.

Accordingly, the Notice of Special Meeting is invalid and unlawful being contrary to the Articles of Association.

The Executive of the Association has an obligation to ensure the Association's Articles of Association are not breached.

1. Accordingly, the Executive has directed that members be notified in writing that the Notice of Special Meeting dated 13 October 2005 is:
(i) Invalid;
(iii) The meeting, the subject of the Notice of Special Meeting dated 13 October 2005 is cancelled.

PAUL MULLETT
Secretary