This year shareholding members will be asked to vote on special resolutions that will help MOVE Bank continue to grow as a strong and sustainable member-focused organisation.

We are seeking members’ support of these resolutions. Learn more about each resolution, including the opportunity for MOVE Bank and our members, in the summary below or by visiting movebank.com.au/AGM-2020

 

Summary of Special Resolutions

Removing Common Bond

MOVE Bank has a common bond which limits who is eligible to become a member. Our common bond reflects our history as a mutual bank for Queensland Rail employees and related persons and entities. 

Mutual banks and credit unions are no longer required to have common bonds, and the reality is that, in order to survive, prosper and grow, nearly all have had to expand their customer base to include individuals outside their historic common bond. 

Our common bond remains restrictive and significantly limits our ability to grow and remain sustainable.  This special resolution will remove this limitation and allow us to offer membership to the general public, or as otherwise determined by the Board as a matter of policy. Elected directors will still be required, however, to be or have been an employee of Queensland Rail or Aurizon.

 

Voting on Demutualisation Proposals

This special resolution will require:

  • any new member who joins after the 2020 AGM to be and remain a member continuously for at least 2 years before they are eligible to vote on, or in relation to, a demutualisation proposal;
  • at least 15% of eligible members to vote on a resolution on, or relating to, a demutualisation proposal for the resolution to have effect.


The purpose of this new eligibility condition is to ensure that only members with an existing relationship with the Bank are eligible to vote on proposals that would have the significant and permanent effect of demutualising the Bank. 

The purpose for requiring at least 15% of eligible members to vote on a demutualisation proposal is to ensure that a demutualisation cannot occur without the participation of a significant proportion of members in the vote. 

 

$nil Subscription Price for Member Shares

Currently we issue member shares worth $10 and the Board can call for payment of the $10, which, if paid, is repaid to a member when a membership ends. There is little benefit in receiving the $10 member share, and it creates a barrier to becoming a new member. This special resolution will change the subscription price for a new member share to $nil.

The amendments will also allow existing members to apply for their member share to be redeemed, the paid-up amount of the member share repaid to the member, and a new member share with a $nil subscription price issued in substitution.

 

New Memberships, Termination of Memberships, Membership Requirement for Directors, Term for External Directors and Deletion of a Policy Number

This special resolution will:

  • remove the requirement for a written application for membership – this allows new members to join by other methods, including by telephone;
  • expand the Board’s power to delegate the new membership admission process, to allow delegation to employees not just officers and to remove existing prohibitions on allowing delegates to reject applications or to sub-delegate;
  • allow the Board to delegate its power to terminate a membership for cause, removes the right of the member to attend a board meeting at which the termination resolution is to be considered, and clarifies that the grounds for termination must be as reasonably assessed by the board or its delegate;
  • expand the existing right to terminate a membership due to dormant (unused) accounts to also allow for
    • termination if a member has not held any deposit or loan account with MOVE Bank for at least 12 months – this will be subject to giving the member 28 days’ notice to address the lack of accounts;
    • delegation of the power to determine a member’s accounts are dormant and to redeem the member share;
  • clarify that MOVE Bank can pay back the paid-up subscription price on a redeemed member share by such means as agreed by the member, in addition to other options;
  • require all directors of MOVE Bank to be members, including external directors and executive directors – currently only elected directors and casual directors must be members.
  • Enables the initial or a subsequent term of an External Director to be up to a maximum of twelve months.
  • Delete a redundant policy number referred to in the Constitution

These changes will provide MOVE Bank with greater flexibility in accepting and dealing with new member applications, remove the need for Board involvement in procedural matters that are more appropriately dealt with at an employee or executive level and address some technical limits on existing termination and dormancy provisions.

 

Methods of Attending Meetings and Direct Voting

Although the Constitution already allows MOVE Bank to hold a members’ meeting at 2 or more venues connected by technology, there remains uncertainty if this allows for members to attend via online or other virtual means.  This special resolution will clarify that the Board can allow for members to attend meetings via any technology that gives the members as a whole a reasonable opportunity to participate. 

The amendments will also provide us with the option of allowing members to cast votes on resolutions without attending the meeting by using alternative methods if and when approved by the Board, which could include electronic or postal voting for example.

Collectively these amendments provide the Board with the flexibility to consider different means of allowing members to vote or participate in meetings given the technology available at the time, and the costs and risks associated with them.

 

The COVID-19 situation may impact members from being able to attend this year’s AGM, so we’ve made the decision to:

  1. Mail proxy voting forms with the notice of meeting and other AGM information to ensure that all shareholding members can take part in the governance of MOVE Bank. This will be a separate mail out from the statements. Online proxy voting will also be available again this year.
  2. Hold our first hybrid AGM i.e. in addition to the physical meeting, members will be able to participate in the meeting online. Further information about this is in the notice of meeting and explanatory statement.

For more information about this year’s special resolutions, please visit movebank.com.au/AGM-2020