Notice of AGM & New Rules of Association

New VMTA Rules of Association

The VMTA has revised its Rules of Association for governing the organisation.

The new rules reflect contemporary best practice in governance, and allow for more agility and flexibility in our operations.

The VMTA's current Constitution dates back to 2011, prior to changes in the legislation for not-for-profit  incorporated associations. As a result of changing the Rules to better suit our organisation, we have also been required to incorporate the new legislation by addressing all items in Schedule 1 of the Associations Incorporation Reform Act 2012.

Notice of Annual General Meeting 2019

Wednesday 27 March at 7.30pm

Kathleen Syme Library and Community Centre
251 Faraday Street, Carlton, 3053
Level 1 - Multi-Purpose Room 2

The new Rules of Association have been tabled on the Agenda at our forthcoming AGM as an item requiring special resolution. 

The Notice of AGM, Proxy Nomination Form (for appointing someone who is attending the meeting to vote on your behalf), a copy of the new Rules of Association, information about the proposed changes, and a copy of the current Constitution (2011) can be found below.

As a member we invite you to contact us should you have any questions or comments about the proposed changes. Please email your enquiries to Genevieve Newton, Chief Executive Officer, Email:

The Notice of AGM 2019 can be downloaded here.

The Proxy Nomination Form can be downloaded here.

Appendix A:  New Rules of Association

The new Rules of Association can be downloaded here.

Appendix B:  Supporting Information

Why are the VMTA Rules of Association being changed?

The VMTA Rules of Association, currently referred to as the VMTA Constitution (2011) are now out-of-date. The new Rules, which are a legally modified version of the Model Rules published by Consumer Affairs Victoria, have been designed to reflect contemporary best practice in governance.

To assist us in amending our Rules, we have engaged Geelong-based law firm Harwood Andrews , who are specialists in not-for-profit governance.

What are the key changes to the Rules?


  • The term 'VMTA Council' has been replaced with 'VMTA Board' in line with contemporary terminology. The Board of Directors is responsible for the governance of the organisation including approving all policies as outlined in the Board Handbook.
  • The new Rules allow for a smaller Board of Directors, consisting of up to 6 member elected Directors (including the positions of President, Vice President and Treasurer) and 2 appointed Directors (positions appointed by the Board). Currently there is provision for up to 12 members on Council.
  • Member elected Directors are financial members of the VMTA and these positions will be voted at the AGM for a term of 3 years as is usual practice. The 'executive' positions of President, Vice President and Treasurer will also be voted at the AGM for a term of 3 years. Currently executive positions are voted internally by Council members within 2 weeks of the AGM.
  • Appointed Directors are chosen and appointed by the Board as needed, and these persons can be either members of the VMTA or they can be external consultants/experts who have valuable expertise, skills and experience that are of benefit to the organisation.
  • Much of the detail that has been removed from the current Constitution will now exist in specific policies and these will be included in the Board Handbook.


  • Specific membership categories have been removed to enable the organisation to add or remove categories in future years. Current membership categories remain unchanged and these include Full, Associate, Graduate and Student.
  • There is a distinction between Individual and Organisation members and their voting rights; and the definition of a 'member' along with the process for applying for membership is also broadly outlined. However, all detailed information about membership categories, the detailed criteria for membership, and membership benefits has been removed and will now be included in the Board Membership Policy.


  • Some of the detail around administrative processes has been removed as this can change over time.The position of 'Executive Officer' has replaced that of 'Office Manager'.
  • The Executive Officer is acknowledged as part of the leadership team and is responsible for successfully managing the organisation, implementing the Strategic Plan, and carrying out the decisions of the Board.
  • At the VMTA this position also performs the duties of Secretary for Consumer Affairs as outlined in the Board Handbook.
  • In the majority of not-for-profit organisations the position of Executive Officer holds the title of Chief Executive Officer.


  • There is provision in the new Rules for the organisation to apply for and be granted Charitable Status and Deductible Gift Recipient Status.
  • The legal requirements for receiving donations and reporting charitable income and activities are outlined.


  • To assist the organisation in its application for Charitable and DGR status, the Purposes of the Association have been revised.
  • The Purposes now strongly demonstrate the organisation's service to the broader community, it's benefit to young musicians and its outreach activities.

Will my rights as a member be affected?

  • No. If you are a financial member you will still be entitled to attend and vote at the AGM and any other General Meetings such as Special General Meetings.
  • In addition, your current membership category will not be affected by the changes.

What does the current Constitution (Rules of Association) say?

Download the current VMTA Constitution (2011) here.

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