Notice of Annual General Meeting

Notice of AGM

Notice is given of the virtual Annual General Meeting of the Australian Breastfeeding Association.

Date: Thursday, 27 November 2025

Time: 8:00 - 9:00 pm AEDT

Zoom registrations will open 8:30 am AEDT on Wednesday, 5 November 2025 and close 5:00 pm AEDT Wednesday, 26 November 2025. Further details will be sent when registration opens. All relevant documents can be found in the document table at the bottom of this page.

Agenda

1. Welcome — Cate Uhe, President

2. Acknowledgement of Country — Cate Uhe, President

3. Attendance, apologies and proxies — Lynn Ng, Honorary Secretary

4. Acceptance of the Minutes — Lynn Ng, Honorary Secretary

4.1 For the Annual General Meeting held on 29 November 2024
4.2 For the Extraordinary General Meeting held on 31 July 2025

5. President’s Report, as published in Annual Report 2024-25 — Cate Uhe, President

Ordinary Resolution to accept the:
5.1 Report of the President

6. Treasurer’s Remarks — Dominique Bougoure, Honorary Treasurer

Ordinary Resolution to accept the:
6.1 Statement of Income and Expenditure, Balance Sheet and reports of the Auditor of the Association for the period ended 30 June 2025

7. Special Resolutions to accept the Constitutional changes as recommended by the Board of Directors:

7.1 Accept the Constitutional changes as recommended by the Board of Directors in Special Resolution 1. (see below)
7.2 Accept the Constitutional changes as recommended by the Board of Directors in Special Resolution 2. (see below)
7.3 Accept the Constitutional changes as recommended by the Board of Directors in Special Resolution 3. (see below)

8. Strategic and Future Directions – Cate Uhe, President and Victoria Marshall-Cerins, Executive Officer

9. General Business

9.1 Questions on Notice
9.2 Question from the floor

10. Meeting Close

Details of Special Resolutions

Special resolution 1 is to update the clause related to branch president financial responsibilities with additional wording to clarify that it is the responsibility of the branch president to ensure proper accounts are both maintained and reported on for their branch. This change acknowledges that in practice, branch financial accounts may be prepared by persons other than the Branch President (i.e. the central Finance team), however the overall responsibility remains with the Branch President.

7.1 Special resolution 1:

Change clause 13.1 d)

from:

The Branch President must cause proper accounts to be kept of:

all sums of money received and expended by the Branch;
all sales and purchases of goods by the Branch; and
the assets and liabilities of the Branch.

to:

The Branch President is responsible for ensuring proper accounts of the Branch are kept and reported on, including:

all sums of money received and expended by the Branch;
all sales and purchases of goods by the Branch; and
the assets and liabilities of the Branch.

7.2 Special resolution 2:

Is to remove the clause 13.1e for the following reasons:

Branch presidents no longer provide financial reports to the Honorary Treasurer of the Board. Instead, the Board receives financial reports prepared by the central Finance team and provided to the Board’s Finance Committee (of which the Honorary Treasurer is a member) on a monthly basis.
Branch Presidents are not required to provide a record of accounts, as this is automatically sourced centrally by the ABA Finance team via the ABA’s chosen accounting software
The Constitution does not need to specifically note that consolidated accounts are subject to external audit as this is an obligation for all companies (including ABA) under the Corporations Act.

Special Resolution 2:

Remove clause 13.1 e)

Each Branch President must account to the Honorary Treasurer at regular intervals (but no less often than three monthly) for all moneys received and expended by or on behalf of their Branch. The accounts of each Branch will be incorporated in the accounts of the Association and shall be subject to audit as such.

7.3 Special resolution 3:

Is to update Section 15 – Amendments and ensure it is current and fit for purpose. This section was reviewed to ensure the Constitution reflects current expectations on who is to be informed when our Constitution is changed.

The bodies noted in the clauses 15.1 and 15.3 were contacted and confirmed they do not require ABA to inform them of constitutional changes. As such, these clauses can be removed as they are obsolete.

The requirements under 15.2 were also reviewed and it was determined that the Companies Act 1961 (VIC) referred to has been repealed. Therefore, it is no longer relevant to refer to in ABA’s Constitution. It was determined that the Australian Charities and Not-for-profit Commission (ACNC) does require ABA to inform them of any change to the Constitution.

Given that government requirements and bodies that the Association may be required to report constitutional changes to may change at any time, it was determined that a more general clause should replace the existing clauses 15.1, 15.2 and 15.3.

Special Resolution 3:

Remove clauses in Section 15 - Amendments:

15.1 Notice to Commissioner of Taxation
15.2 Licence conditions under the Companies Act 1961
15.3 Notice to ASIC

and replace these with a single new clause 15.1:

When any changes are made to the Constitution, the Association will inform appropriate bodies as required by compliance and legal obligation.

Questions on notice

Questions on notice must be lodged with the Honorary Secretary at Australian Breastfeeding Association by 4:00pm AEDT, Wednesday 12 November 2025:

By email: board@breastfeeding.asn.au
By post: Honorary Secretary, Australian Breastfeeding Association, National Support Office, PO Box 33221, Melbourne, VIC, 3004

Proxy form

If you are unable to attend the AGM via Zoom webinar, please submit your Proxy form to the Honorary Secretary no later than 7:00 pm AEDT on Tuesday, 25 November 2025:

By email: board@breastfeeding.asn.au
By post: Honorary Secretary, Australian Breastfeeding Association, National Support Office – AGM Proxy, PO Box 33221, Melbourne, VIC, 3004

The proxy form is available for download below.

Not a voting member?

To become a voting member, you must become a financial member of the Association e.g. a Virtual Village Member, Friends of ABA or Volunteer member. To request voting membership, log in to the ABA website and complete the online form here. The deadline for the Board to receive new voting member requests is 5:00 PM AEDT Thursday, 13 November 2025.

Attachment

Size

AGM 2024 DRAFT MINUTES

335 KB

2025 AGM Agenda

184 KB

EGM 2025 DRAFT MINUTES

246 KB

2025 Proxy Form

233 KB

Approved by

Senior Manager Operations