Special Resolution Explanatory Note

Resolution:

That the amended Constitution of the Australian Dental Association Limited dated November 2025 be adopted, subject to approval by 75% of votes cast.

Explanatory Note:

Members are asked to consider and approve proposed amendments to the Constitution of the Australian Dental Association Limited.

These amendments are intended to modernise the Constitution, clarify director eligibility and tenure, and ensure consistency with current governance practice and the Corporations Act 2001 (Cth).

Full details of the proposed amendments are contained in the accompanying documents prepared by King & Wood Mallesons:

• ADA Constitution – Clean Version
• ADA Constitution – Tracked-Changes Version
• Summary of Changes – Constitution 2025

This resolution is a Special Resolution, requiring approval by at least 75% of votes cast.

Update: The ADA Board has decided to defer a decision on Special Resolution 1 - Amendments to the Constitution of the Australian Dental Association Ltd -   to an Extraordinary General Meeting (EGM). This will be held on a future date which will be communicated to members in accordance with the ADA Constitution. The reason for the deferral is to allow more time for discussion of the proposed amendments prior to a vote at an EGM. Members will receive notice of the EGM following the AGM. If you have already cast a vote on Special Resolution 1, you will be able to recast your vote at the EGM.