Transition to a Company Limited by Guarantee

An Extraordinary General Meeting was held on 1 March 2018, at which members of RSPCA WA voted on changing the corporate structure of the organisation from an Incorporated Association to a Company Limited by Guarantee.

The following Special Resolution was put to members:

That, for the purposes of Part 6 of the Associations Incorporation Act 2015 (WA) and for all other purposes, approval is given for The Royal Society for the Prevention of Cruelty to Animals, Western Australia (Incorporated) to:

  1. apply for registration as a public company limited by guarantee under the Corporations Act 2001 (Cth);
  2. change its name to “The Royal Society for the Prevention of Cruelty to Animals, Western Australia” upon registration as a company as contemplated in paragraph (1); and 
  3. adopt the constitution as its new rules, being the document tabled at the meeting and signed by the Chair for identification to be effective upon registration as a company as contemplated in paragraph (1). 

 

A copy of the proposed new Constitution, signed by the Chair, was tabled, for the purposes of attending to its registration.

For the Special Resolution to pass, it required approval by a majority of not less than 75% of members who are entitled to vote and do cast a vote.

Upon calling for further votes from members present, the number of votes was added to those already received via postal vote.  The total number of votes in favour of the transition was 155 out of 165 votes received (94%).

In the circumstances, the Special Resolution was passed.  

RSPCA WA will now begin the process to register the organisation as a Company Limited by Guarantee under the Corporations Act 2001.  It is anticipated that this will be effective from 1 July.

Members should note that they remain as members of RSPCA WA until this date.  Upon the completion of the transition, only those members that have consented to the change will remain as members.  In the event that members have not yet signed the consent form sent to them previously, they may still do so until 1 July.  Further copies are available from lfischer@rspcawa.asn.au.

RSPCA WA would like to acknowledge law firm Herbert Smith Freehills, which generously provided a considerable amount of pro-bono legal advice on this process.