CBFCA Structure - Proposed Changes (NNF 2018/288)
Dear Members
Further to
NNF 2018/221,
NNF 2018/282 and the Webinars held in early September regarding proposed changes to the CFBCA structure I would like to re-iterate what the changes are and what they mean to all members of the CBFCA.
Over the last two years your Board has been actively considering the strategic and operational structure of the Customs Brokers and Forwarders Council of Australia Inc (CBFCA). It has been nearly 30 years since the then Customs Agents Federation of Australia Limited (representing business interests) and the Customs Agents Institute of Australia Inc (representing individual professional development and training) came together first, as the Customs Brokers Council of Australia Inc and subsequently with its name change to the CBFCA in 2000. Much has changed from a business and regulatory perspective in that time in service provision to international trade logistics and supply chain management.
The CBFCA Board and Administration have worked on the philosophy of continuous process improvement and to that end one of the key issues that has been identified for the future is the change in status of the CBFCA from a not for profit incorporated association to a not-for-profit public company limited by guarantee and a change to a constitution.
The Resolutions being put forward at the AGM are
Resolution 1.
It is proposed to change the CBFCA from an association incorporated under the Incorporated Associations Act Victoria 2012 to a registered not for profit company limited by guarantee under the Corporations Act (Commonwealth 2001) and its Rules of Incorporation be replaced with the attached Constitution to comply with the Corporations Act 2001.
• The CBFCA under its current structure means that the members are liable for the company’s debts if something went wrong.
• Under the new structure the members are limited in liability to $10.00 per member as per the proposed constitution.
Resolution 2.
That the Constitution put forward be accepted which shall become the Constitution of the company from the time of its registration under the Corporations Act 2001.
The differences between the current Articles and the proposed Constitution are.
1. An update to the “Statement of Purpose”
2. Limited Liability of $10.00 per member
3. The Elected Board reduces from 10 to 7 being 2 National Directors and 5 Regional Directors being 1 from each of New South Wales, Queensland, South Australia, Victoria and Western Australia.
4. The option of 3 independent Directors as the Board see fit.
5. The removal of voting for Chairman, Vice Chairman, Secretary/Treasurer, Director Business and Freight Operations, Director Professional Development & Training.
6. The Board of Directors to appoint Chair and Deputy Chair and allocate portfolios to the Directors.
7. Directors elected for 2 year term.
8. Deletion of Rule 19.7 (a) and (b) as voting on Director Business and Freight Operations and Director Professional Development & Training has been removed.
9. With reduced Board numbers the quorum has been reduced from 6 members to 4 members.
10. Treasurers section has been removed and 25.2 and 25.3 have been inserted under Secretary as 27.2 and 27.3
Attached is a copy of the current
Rules of Incorporation and a
copy of the proposed Constitution for your perusal.
I have also attached a copy of a
proxy form for your use.
If you have any questions please contact Paul or myself.
Best regards
Bruce Begley
Chairman, CBFCA