Combining BA - BOCA About Bloody Time!

To: "Luke & Amber Shelley" <>
Subject: Combining BA - BOCA About Bloody Time!
From: Dave Torr <>
Date: Wed, 3 Feb 2010 07:01:58 +1100
Luke and Paul

I am not qualified to speak for BA (although I am a member and could
probably get a copy of their constitution if I put the effort in) but BOCA
is legally "A Company limited by Guarantee not having a Share Capital" - our
constitution is available online at
those who are interested.

Legally we have no share capital and thus no shareholders. We have clearly
defined objectives enshrined in the constitution (which are thus what I and
my fellow directors must strive towards) - these are stated as :

4.1.1 to promote public understanding of the ecological and economic
importance of Australian birds and their habitat;
4.1.2 to monitor and investigate threats to the survival of Australian
birds and their habitats and to take action to maintain, protect or
enhance that survival;
4.1.3 to develop and promote educational programs and materials
which engender attitudes sympathetic to the protection, wellbeing
and appreciation of Australian birds;
4.1.4 to encourage the scientific study and research of Australian birds
and their habitats, so as to facilitate their conservation and wellbeing;
4.1.5 to foster ethical bird observing as a social and individual activity
directed to benefit Australian birds.

As is usual we are governed by a Board of Directors and we face an Annual
AGM open to all our members. Directors basically serve a 3 year term with
1/3rd having to face re-election each year.

Any change to our constitution - which would include a change to our
objectives - has to be passed by a 75% majority of members voting at a
General Meeting.

So our members are clearly in control - whilst I am personally (and as a
Director) in favour it is the job our two Boards to produce a proposal that
our members will be happy to vote for.


On 2 February 2010 20:58, Luke & Amber Shelley <> wrote:

> Thanks for pointing that out Paul, I wasn't aware of that. I am a member of
> BA, but I must admit I don't bother too much with details. Does this mean we
> will eventually have the opportunity to vote?
> Of course, my statement was partially inflamatory, and based on the
> assumption that the interests of the members do not align with that of the
> organization(s), which is clearly wrong! Please don't take all of my posts
> on here literally. I think it is great that they give members an opportunity
> to provide guidance to a working group. If they wanted, I guess they could
> have just put together a proposal and gone directly to a vote.
> I think both organizations do a wonderful job, especially considering the
> recent economic climate and competitive way that [the small amount of] funds
> are distributed by the Government. Despite that, they still mange to engage
> the community, collect valuable data, and produce high quality science.
> --
> Luke
> Sent from my iPhone
> On 02/02/2010, at 19:47, "Paul Dodd" <> wrote:
>  Hi Luke,
>> I don't believe that either BA (RAOU) or BOCA are constituted as
>> companies,
>> as such they don't have shareholders. Rather their respective
>> constitutions
>> gives members the ultimate decision - even if this wasn't exactly what the
>> constitutions said, they are certainly organised "for the benefit of the
>> members" - so it really only makes sense for the members to have the final
>> decision.
>> BTW - I am definitely "FOR" the merger. I believe that the advantages
>> outweigh the potential issues and disadvantages. Clearly though, there are
>> many issues to resolve - not least the fate of the various magazines and
>> journals. Additionally (in Victoria, at least) there are cultural
>> differences between the organisations - it is important that the
>> respective
>> cultures are respected, and preserved, where possible.
>> Paul Dodd
>> Docklands, Victoria
>> -----Original Message-----
>> From: 
>>  On Behalf Of Luke Shelley
>> Sent: Tuesday, 2 February 2010 5:29 PM
>> To: 
>> Subject: Re: [Birding-Aus] Combining BA - BOCA About Bloody Time!
>> This is an interesting situation here. Yes, both organisations have a
>> membership base, and they contribute financially, but they are not
>> 'shareholders'. Therefore, I would think it ludicrous to let members have
>> the 'final say'.
>> Both organisations have a common goal in the conservation of birds and
>> their
>> habitats in this country, which is clearly the motivation behind this
>> move.
>> It would be a real shame if, for arguments sake, the merger did not go
>> ahead
>> because the members of one or both of the organisations did not support
>> it,
>> despite it being the a very positive move for the future of bird
>> conservation in Australia.
>> --
>> Luke
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