Ordinary Resolutions
The agenda for the AGM includes 6 ordinary resolutions that require members to vote on as follows:
1. Minutes of 2024 AGM
The Minutes of the Annual General Meeting of the Australian Dental Association Ltd held on 26 November 2024, be received, signed and entered into the Minutes Book.
2. Annual Report
The Annual Report of the Australian Dental Association Ltd for 2024/2025 be adopted.
3. Financial Report
The Australian Dental Association Ltd Financial Report for the year ended 30 June 2025 be adopted.
4. Appointment of Auditor
Grant Thorton be appointed as the Australian Dental Association Ltd.'s auditors for the financial period 1 July 2025 to 30 June 2026.
5. Director Remuneration
That a pool of up to $448,371 be used to remunerate Directors of the Association in accordance with clause 8.34 of the Constitution.
6. Honorary Life Member (HLM)
Professor Eric Charles Reynolds AO be selected as Honorary Life Member of the Australian Dental Association Ltd in accordance with Clause 6.12(e) of the Constitution
Special Resolution
The agenda for the AGM includes 1 special resolution that requires the members to vote on as follows:
1. Constitution
That the amendments to the Constitution of Australian Dental Association Limited, as described in the explanatory notes to the Notice of Meeting and as set out in the document tabled at the meeting and signed by the Chair of the meeting for the purposes of identification, be approved with effect from the close of this meeting.
Explanatory notes
The following explanatory notes are provided for members information.
Minutes of the 2024 AGM
In line with the Constitution, the minutes of the annual general meeting held on 26 November 2024 have been prepared and presented for members to consider.
Members will be asked to vote to adopt the minutes as a true record of the meeting after which they will be entered into the minutes book.
2024-25 Annual Report
Each year the Association prepares an annual report to communicate details of the activities undertaken on behalf of members and outcomes achieved throughout the preceding year. These activities are preceded by commentary from both the President and the CEO.
Contained within it are also details of Board and Committee member participation in various forums.
It is inclusive of the audited financial accounts (referred to below) which independently verify that the organisation is not only liquid but has managed its funds in accordance with appropriate financial standards and processes.
Members are asked to vote on adopting the 2024-25 Annual report.
2024-25 Financial Report
The general purpose financial statements have been prepared in accordance with the Australian Accounting Standards and audited by Grant Thornton.
The Association has recorded a surplus of $725,974 for the year ended 30 June 2025 a significant improvement on the 2024 position. This operating surplus plus the improvement in the valuation of land and buildings has delivered a total comprehensive income of $1.36m for the year ($6.5m deficit in 2024).
The Association delivered a strong positive cashflow for 2025 of $3.5m inflow (2024 was $2.9m outflow) and the Balance Sheet remains strong with Total Assets of $30m ($9.8 in Current Assets) which covers the total liabilities ($5.4m) five and half times.
Appointment of Auditor
Companies limited by guarantee with revenue greater than $1m per annum must have their financial accounts audited.
Following a tender process prior to the 2024 AGM the Board recommended the appointment of Grant Thornton to undertake the external audit function for the 2024-2025 financial year, which the Members approved at the AGM.
The Board recommends to members the re-appointment of Grant Thornton to undertake the external audit function for the 2025-2026 financial year.
Board Remuneration
At the 2024 AGM the Members approved a pool of up to $435,530 following an independent benchmarking process undertaken by the Nominations and Remuneration Committee. That review confirmed ADA’s remuneration structure was reasonable and consistent with comparable not-for-profit and professional organisations.
In line with the 2025 AICD Director Remuneration Report, which highlights the growing professional demands on directors in the NFP sector, the Board is seeking member approval for a remuneration pool of up to $448,371 (inclusive of superannuation) for the period 1 December 2025 to 30 November 2026. This represents an increase in line with CPI from the pool approved at the 2024 AGM. Remuneration acknowledges the significant time, fiduciary responsibilities and professional expertise required to govern a complex national member organisation such as ADA Ltd based on the reasoning set out above.
Honorary Life Member
Honorary Life Members are individuals who have made an outstanding contribution to the advancement of the dental profession or to the art and science of dentistry and in accordance with 6.12 (e) of the Constitution, are elected at a general meeting.
Following a recommendation by the Honours and Awards Committee, the Board endorse Professor Reynolds for election by the membership at the annual general meeting for an Honorary Life Membership in recognition of his significant national contribution to further dentistry and the profession, and for the exemplary work he has achieved throughout his professional career.
Constitution Reform
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