Over the past 12 months we have been working on a review of the Institute’s governance framework. That review has focussed on the formal documents which establish the governance framework – our Constitution, our By-laws and the charters for our Division Councils – together with the practical ways in which the National Board, the Division Councils and our management team engage with each other in advancing the affairs of the Institute.
Our current Constitution
The basic structure of the Institute as a single corporate entity with clear unity of purpose and management but with seven Divisions giving us reach and presence in each of the States and Territories of Australia works well.
However, the current Constitution reflects a series of piecemeal amendments over the years as the structure has been developed and refined. This has resulted in some cumbersome and confusing drafting, and it has not been updated to reflect modern methods of communication and the registration of the Institute under the Australian Charities and Not-for-profits Commission Act 2012 (“ACNC Act”).
Proposed new Constitution
Earlier this year we commissioned Gilbert+Tobin to review the Constitution and prepare a completely new draft which is appropriately modernised and clearer in its drafting but which did not alter the basic structure of the Institute, the relationship between the National Board and the Division Councils and the processes for the appointment of Directors.
The proposed Constitution will be presented to members for adoption by way of Special Resolution at the Annual General Meeting on 17 November 2021. However, we are keen to get any comments or questions in relation to the new Constitution well before then so they can be considered before we give formal notice of the Special Resolution.
Accordingly, a copy of the proposed Constitution is now available on our website together with an explanatory memorandum that has been prepared by Gilbert+Tobin.
We would welcome any questions or comments on the proposed Constitution as soon as possible. You can provide your comments and seek more information by email to our Company Secretary. I will update you further on the other aspects of our review of our governance framework in our Annual Review and I look forward to presenting a new modern Constitution for your consideration at our AGM in November.
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