PROPOSED AMENDMENTS TO THE IPAA VICTORIA CONSTITUTION

Transcription

1 Background 1 PROPOSED AMENDMENTS TO THE IPAA VICTORIA CONSTITUTION A Special Resolution will be put at the 13 November 2018 Annual Meeting to amend the Constitution of IPAA Victoria to: ensure compliance with the Associations Incorporation Reform Act 2012 promote contemporary good governance practices update the Rules in line with IPAA Victoria s strategic direction and operational needs rationalise provisions and definitions. The Need for Change The IPAA Victoria Constitution was last reviewed in 2009 with proposed changes adopted at the 2009 Annual Meeting. The current Constitution does not reflect the revised Associations Incorporation Reform Act 2012 (Act) including amendments of 1 November 2017 which referenced 23 scheduled items that all incorporated associations are now required to comply with. IPAA Victoria is currently only partially compliant. Infringement penalties apply for non-compliance. Consumer Affairs Victoria has the authority to issue a non-compliance notice. The proposed amended Constitution has been amended to ensure compliance with the recently amended Associations Incorporation Reform Act 2012 and is largely based on the Model Rules for an incorporated association under the Associations Incorporation Reform Regulations The revised Constitution also includes some minor amendments to ensure consistency with current strategic directions, policy and practice and provides clarity in the expression of language and terminology. There have also been changes in headings, formatting and numbering style. The proposed revised amendments beyond those necessary to ensure compliance with the Associations Incorporation Reform Act 2012 include: The Vision and Mission to be deleted as it is not usually required in a Constitution and it does not align with IPAA Victoria s current Strategic Plan Updated the descriptor of IPAA Victoria, to ensure it reflects a modern and multi-faceted organisation New definition added for Board Member refers to being a member of the Board elected, appointed or co-opted Membership mix updated to reflect people and entities working in or with the public sector Broaden study of public administration to a field relevant to the public sector Rename Life Member to Honorary Life Member which ensures consistency with policy and practice Clarify that only a Personal Member can be inducted as a Fellow or an Honorary Life Member which ensures consistency with policy and practice Addition of the community sector to provisions as another sector from which the Board can appoint a person to the Board Several minor consequential changes to election of Board members which provide clarity regarding voting process and current processes Clarification of the term of Board membership which provides clarity regarding process Minor amendment regarding access to minutes of committees and advisory groups provides clarity regarding process Amendment regarding the handling of conflicts of interest by Board members and members of committees and advisory groups aligns with current Board protocols and practice

2 2 Minor amendments such as the President shall preside as Chairperson and replace reference to Executive Director with Chief Executive Officer Amendment to include subscriptions as a source of funds for IPAA Victoria which reflects current practice. Clarification that all revenue received to be deposited into accounts which reflects current practice. Summary of Proposed Amendments The attached table summarises the proposed amendments to the IPAA Victoria Constitution Reference in the attached table to means consistent with and compliant with the Associations Incorporation Reform Act 2012 as amended and/or the Model Rules under the Associations Incorporation Reform Regulations 2012 The must do amendments to ensure compliance with the Reform Act and/or the Model Rules have now been highlighted in the Section column and the Comment s column. If you have any questions regarding the proposed changes to the IPAA Victoria Constitution, please contact David Ali, Chief Executive Officer on or dali@vic.ipaa.org.au prior to the Annual Meeting to be held on Tuesday 13 November 2018 commencing 5.30pm. -

3 SUMMARY OF PROPOSED MATERIAL AMENDMENTS TO THE IPAA VICTORIA CONSTITUTION, November 2018 Section Description Amendment Comments Introduction Our values and about IPAA Victoria, relocated from Introduction to Section 1, Clause 2 Purpose. Vision and Mission deleted 1 Name Inserted a descriptor of IPAA Victoria Preliminary The Vision and Mission is not usually required in a Constitution and it does not align with our current Strategic Plan Updated the descriptor of IPAA Victoria, to ensure it reflects a modern and multi-faceted organisation Inserted Purposes of IPAA Victoria 2 Definitions New Definition of Act to the Associations Incorporation Reform Act 2012 (Vic) as amended New definition added for Board Member Chief Executive Officer replaces the title Executive Director New definitions relating to Disciplinary Appeal Meeting, Disciplinary Committee and Disciplinary Meeting To ensure consistency with the Reform Act and to modernise. The Constitution refers to the outdated Associations Incorporation Act 1981 (Vic) Refers to being a member of the Board elected, appointed or co-opted Updating only To ensure compliance with the Reform Act disciplinary requirements 3

4 4 Amend Eligible Members to be explicit regarding membership suspension updated Clarify Financial Year being a period of 12 months Amend definition of Meeting Add new definitions of Motion, Registrar, Relevant Documents, Resolution, Special Resolution Updates Constitution that form the rules of IPAA Victoria and constitute the terms of contract between IPAA Victoria and its members. Powers of Association 3 Objectives The whole clause and sub-clauses have been moved to Purposes in Clause 2 (Section 1) To ensure consistent with the Reform Act and to minimise unnecessary duplication in Constitution. 3a Powers of Association New clause regarding the general powers of incorporated associations 3b Not for profit Organisation New clause regarding the description of a not-for-profit organisation. Membership 4 Membership Membership mix updated to reflect people and entities working in or with the public sector Reflects the updated descriptor of IPAA Victoria

5 5 Updated provisions (4.2 and 4.3) to ensure members agree to comply with the Constitution and support IPAA Victoria s purposes Study of public administration considered too narrow Broaden study of public administration to a field relevant to the public sector 4a Minimum Number of Members New provision that IPAA Victoria must have minimum six members Model Rules require a minimum number of Members Membership categories Rename Life Member to Honorary Life Member Clarify that a Fellow or an Honorary Life Member is a person whom the Board determines, satisfies the criteria as determined by the Board from time to time. Ensures consistency with policy and practice Ensures consistency with policy and practice 6 Fees and subscriptions Clarify membership application process 6a Rights of Members New Clause inserted regarding the general rights of membership 6b Annual subscription and fees New Clauses regarding annual subscription and fees and reflects current practice 7 Resignation by Members Minor consequential change - replace Executive Director with Chief Executive Officer and reflects current practice

6 6 7a Cessation of Membership 8 Suspension, Expulsion and Termination New clauses relating to the ending membership Deleted and replaced with significant new requirements regarding disciplinary and grievance procedures including establishing a Disciplinary Committee and Disciplinary Appeals Committee, Decisions, Appeal Rights and reflects current practice 8a Disciplinary Processes 9 Disputes and mediation 10 Register of members Significant new requirements and procedures for disciplining Members have been inserted regarding disciplinary and grievance procedures including new Clauses: Grounds for taking disciplinary action Disciplinary Committee Notice to Member Decision of Disciplinary Committee Appeal Rights Conduct of Disciplinary Committee Meeting Reference to new changes to grievance procedures for resolving disputes between Members or between a Member and IPAA Victoria New requirements relating to Register of Members with obtaining members addresses for notice requirements, date of becoming a member and employment details The Board and Committees 11 The Board Minor consequential changes relating to Purposes and membership rights + and reflects current practice Aligns with new wording on Disciplinary processes as required under the Reform Act

7 7 12 Delegation power 13 Executive Director 14 Board composition 15 Election of Board members 16 Term of Board Membership 17 Casual vacancies Clarify delegation powers Board can delegate powers but not the power of delegation function itself Replace Executive Director with Chief Executive Officer Appoints the CEO as Secretary to the Board and inserts Secretary s duties Addition of the community sector to provisions as another sector from which the Board can appoint a person to the Board. Several minor consequential changes Clarification of the term of Board membership Minor clarification of termination of Board membership These amendments are to clarify the role of the Chief Executive Officer and to comply with the Reform Act Consistent the Reform Act which requires the Secretary s duties and other requirements to be included in the Constitution. Also consistent with current practice This amendment allows greater flexibility to meet particular needs in changing circumstances. These amendments provide clarity regarding voting process and current processes. This amendment provides clarity regarding process. 18 Quorum at Board meetings Nil change - 19 Voting and Decisions 20 Standing Committees 21 Executive Committee Minor clarification with majority vote replacing consensus Minor consequential changes Minor consequential changes This amendment provides clarity regarding process and is consistent with current practice.

8 8 22 Audit, Finance and Risk Committee 23 Other advisory groups and committees 24 Minutes and records 25 Conflict of interest Replaced chair with chairperson Insert new clauses relating to notices of meetings and use of technology for Board members to remotely participate in Board meetings Addition of a clause relating to the preparation and retention of accurate minutes. Minor amendment regarding access to minutes of committees and advisory groups Amendment regarding the handling of conflicts of interest by Board members and members of committees and advisory groups This amendment provides clarity regarding process This amendment aligns with current Board protocols and practice 25a Leave of Absence New clause regarding leave of absence as a member of the Board 26 Annual Meeting 27 Special Meeting Meetings Nil change - Minor consequential changes replace Executive Director with Chief Executive Officer 28 Special Resolutions Addition of a clause relating to the removal of a Board member from office

9 9 29 Notice of Meetings 30 Presiding Member at Meetings 31 Quorum at Meetings 32 Voting at Meetings Minor consequential changes replace Executive Director with Chief Executive Officer Minor amendment that the President shall preside as Chairperson Consequential amendment from Section 30 Amended clauses regarding chairperson having a casting vote, confirming minutes and explicit it does not apply to disciplinary procedures.. Amendments also provide greater procedural certainty. 33 Voting by proxy Nil change - 33a Polls New clause regarding polls and their conduct. 33b Minutes of Meetings New clause outlines the process around taking minutes at Meetings Miscellaneous 34 Funding Amendment to include subscriptions as a source of funds for IPAA Victoria 35 Funds management Amendments regarding all revenue received to be deposited into accounts. This change reflects current practice. This amendment provides clarity regarding process and reflects current practice

10 10 35a Financial Records New clause on keeping of financial records 35b Financial Statements New clauses on the preparation, auditing, certification and lodgement of financial statements 36 Common Seal Amended clause on common seal requirements including the common seal of IPAA Victoria shall have its name clearly on the seal. 36a 36b Registered Office Notice Requirements Two new clauses: Registered Office and Notice Requirements New clause on registered office requirements New clause on notice requirements. Model Rules Custody and inspection of books and records Addition of new clause regarding what Members may on request inspect and related procedures. Also provide clarity regarding process. 40 Winding up Addition of new clauses regarding the procedures for winding up IPAA Victoria. Consequential change to Amalgamation with the term Objects replaced with Purposes. Addition of new clauses relating to indemnity and insurance for directors and officers of IPAA Victoria Addition of new clause relating to the alteration of rules where may be only done by Special Resolution of a Meeting

11 11 40a Indemnity and Insurance New clause on officers and directors indemnity insurance 40b Alteration of Rules 41 Transitional Provision New clause ensures that any changes to the Constitution requires special resolution of a Meeting Nil -