Notice is given to all Members of a

Special General Meeting to approve

Special Resolutions to convert Volunteering Queensland

from an Incorporated Association to a Company Limited by Guarantee and that

from the date of the conversion to a Company Limited by Guarantee, a new constitution be adopted.

The Special General Meeting will be held

2pm to 2:40pm Wednesday 31 May 2023.

This meeting is to be conducted online via Zoom.

Please join us for our SGM:

Date: 31 May 2023

Time: 2pm – 2:40pm

Location: Online via Zoom

Calling all Members of Volunteering Queensland to approve the Special Resolutions and the adoption of our new consitution.

Your support and approval is important and necessary to help us continue doing our important work as your representative voice advocating, promoting and advancing volunteering in Queensland.

Please find a copy of the new constitution here.

Why the change to a Company Limited by Guarantee?

The incorporated association model was created primarily for use by small not-for-profit organisations operating at a community level. 

The strategic and operational aims of Volunteering Queensland have evolved over the past 40 years and its activities, size and financial base have increased.

As the peak body for volunteering in Queensland, Volunteering Queensland has matured and developed from a small to a medium organisation and it is important for Volunteering Queensland to lead by example and honour the intent of an incorporated association and a company limited by guarantee. 

Please refer to the FAQs for further responses to questions you may have about Volunteering Queensland’s conversion to a company limited by guarantee.

Special General Meeting business


  • Welcome, protocals and procedures
  • Apologies and Proxies
  • President’s Address
  • Consideration of Resolutions
  • Close of Meeting

Special and General Resolutions to be approved

Special Resolution 1 – Approval of Conversion

IT IS RESOLVED as a special resolution of the Members to convert Volunteering Queensland Inc. from an incorporated association under the Associations Incorporation Act 1981 (Qld) to a company limited by guarantee under the Corporations Act 2001 (Cth).

Special Resolution 2 – Change of Name

IT IS RESOLVED as a special resolution of the Members that from the date of the conversion to a company limited by guarantee, the name of Volunteering Queensland Inc. will be Volunteering Queensland Limited.

Special Resolution 3 – Adoption of Constitution

IT IS RESOLVED as a special resolution of the Members that from the date of the conversion to a company limited by guarantee, the current constitution of Volunteering Queensland Inc. be replaced with the constitution, a copy of which is annexed as Annexure A, which is adopted on incorporation.

Special Resolution 4 – Appointment of Directors

IT IS RESOLVED as a special resolution of the Members that from the date of conversion to a company limited by guarantee, the following persons are appointed as the Directors of the company upon incorporation, subject to having received their consent:

  • Brett Johnson
  • Jane Hedger
  • Peter Tragardh
  • Natasha Doherty
  • Deborah Nisbet

Ordinary Resolution – Effecting Incorporation

IT IS RESOLVED as an ordinary resolution of the Members that the management committee of Volunteering Queensland Inc. and the Directors of the company on incorporation, are  empowered to give effect to the Special Resolutions 1 – 4, including preparation and lodgement of documents and the payment of fees,making application for registration of the company, cancelling the registration of the Volunteering Queensland Inc. as an incorporated association and subject to law, making any consequential amendments to the constitution as required for ASIC, ACNC and ATO approvals.

How you can approve our new constitution

You can do this by either registering for and attending our online Special General Meeting (SGM) 2pm Wednesday 31 May 2023, or by submitting a proxy vote. Links to register for the online meeting or to submit a proxy vote are below.

RSVP and registration

Registrations are now closed.


Proxy voting is now closed.

Additional information to note

  • A link to join the Special General Meeting will be sent ot you after your registration to attend has been received.
  • Voting will be via a simple online poll with instructions provided on the day of the meeting.
  • At the SGM Members will be asked to pass five resolutions (four Special and one Ordinary). These resolutions are outlined above.
  • For a resolution to be passed, at least three-quarters (75%) of the votes cast by Members present and who are entitled to vote must be in favour of the resolutions. Proxy voting is permitted and, proxies will be managed by the Secretary.  
  • Your approval of this new constitution is critical and every vote counts. We hope that you will support this positive move forward for Volunteering Queensland. 

Further information

The following are provided for the further information of Members.

Information Q&A Session

An informative webinar and Q&A was held on Friday 19 May 2023 to learn more about the new constitution, why Volunteering Queensland is moving to be a company limited by guarantee, and what this will mean for you / your organisation.

Frequently asked questions

A list of FAQs has been complied to help inform Members about the new constitution. 

The FAQs found here.

Email / Phone

Furthe enquiries are welcome and can be made via


Phone: 07 3002 7600 / 0413 310 320

We hope you will join us

Thank you,

Jane Hedger

Secretary, Board of Volunteering Queensland Inc.

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