AADL Constitution Overview

Transcription

1 AADL Constitution Overview as at 18 July 2017 A. INTRODUCTION AND REASONS FOR CHANGE... 2 B. COMPOSITION OF NEW CONSTITUTION Name Objects Membership Organisations Initial Board, Chair, Vice Chair & Treasurer Board of Directors Chair, Vice Chair & Treasurer Codes of Practice and Code Authority Other Matters... 6 Overview Document re AADL Constitution as at 30/06/ of 6

2 A. INTRODUCTION AND REASONS FOR CHANGE There are four brand names currently owned by ADMA. These are: Association for Data-Driven Marketing and Advertising Ltd (ADMA) AIMIA Institute of Analytics Professionals of Australia (IAPA) Data Governance Australia (DGA). ADMA is a company limited by guarantee. The other three are not incorporated entities. The ADMA Board has identified the need to restructure the brand names and how they operate together. This will involve creating an overarching association called the Australian Alliance for Data Leadership Ltd (AADL) with the four brands as operational units of AADL. In order to affect this, the current ADMA Constitution will be amended to become the constitution of AADL. This document outlines key principles for the new AADL Constitution, and will underpin the required amendments. Please note that this document is only intended to outline the key principles to be included in the AADL Constitution and does not contain detailed clauses or amendments to give effect to the principles. Comments or questions on this document may be sent to Jodie Sangster (Jodie.sangster@adma.com.au) or Irene Halforty (irene.halforty@adma.com.au) or B. COMPOSITION OF NEW CONSTITUTION 1 Name 1.1 The name of the association will be Australian Alliance for Data Leadership Ltd. 2 Objects 2.1 The objects of an association describe the reason that it exists and also influence its taxation status. The proposed objects should reflect the mission and activities of the association. 2.2 The proposed objects for AADL are below. The objects of the Association are to: (a) promote excellence and advance Australian and international data- driven business, including amongst its members and the industry generally; (b) support members by providing self-regulatory codes of practice and provide a dispute resolution mechanism for any noncompliance with such codes; Overview Document re AADL Constitution as at 30/06/ of 6

3 (c) engage local and international members through events and the fostering of a strong, supportive network of like-minded businesses; (d) promote and advance knowledge, education and standards of competence in relation to data driven business; (e) support members with advocacy to government and regulatory bodies, education, compliance resources and industry standard recognised awards; and (f) do all other things which the Board may decide from time to time is conducive to the attainment of, and not inconsistent with, the above objects. 3 Membership 3.1 Members will be corporates and other entities that are engaged in datadriven businesses. 3.2 All members will join AADL and then be assigned to a relevant Organisation i.e. ADMA, AIMIA, IAPA or DGA. If a member wishes to be assigned to more than one Organisation, they will pay the appropriate fees for each Organisation. 3.3 Each member will have votes in accordance with the votes prescribed for their relevant Membership Level: (a) Level A, Level B, Level C, Level D Members with a Level A, Level B, Level C or Level D membership will have one (1) vote. (b) Level E and Level F Members with a Level E or Level F membership will have two (2) votes. (c) Level G, Level H, and Premium Membership Members with a Level G, Level H or Premium Membership will have three (3) votes. 3.4 Each Organisation will have a separate fee as set by the AADL Board. 4 Organisations 4.1 Each Organisation will have an Advisory Committee with clear terms of reference. The role of the Advisory Committees includes advising and making recommendations to the AADL Board on the activities and operations of the Organisation. Individuals of the Advisory Committee must be employed by a fully paid corporate member of AADL. 4.2 There will be an Organisation Nominations Panel for each Organisation. The Organisation Nominations Panel is responsible for assessing potential nominations of individuals to become a member of the relevant Organisation Advisory Committee. The Organisation Nominations Panel will make recommendations to the AADL Board for the appointment of members to Organisation Advisory Committees. Overview Document re AADL Constitution as at 30/06/ of 6

4 4.3 The AADL Board will make the final decision on appointments to the Organisation Advisory Committees. 5 Initial Board, Chair, Vice Chair & Treasurer 5.1 The Initial Period is 12 months, commencing from the effective date of AADL. 5.2 The Initial Board may consist of a min. of 5 Directors being: a) The current Chair of each Organisation: i. Steve Brennen (ADMA) ii. Graeme Samuel AC (DGA) iii. Antony Ugoni (IAPA) iv. Nima Yassini (AIMIA) b) Independent Director: i. Jodie Sangster (CEO) 5.3 The Initial Board may elect other Directors during the Initial Period in accordance with clause The Initial Chair, Initial Vice Chair and Initial Treasurer will hold office for 1 year but may be re-elected to these roles if they remain a director on Board. 5.5 The Initial Directors will hold office for 1 year from the date of appointment (Initial Term). 5.6 The Initial Directors will be eligible to stand for re-election or reappointment following the 1 year Initial Term, subject to the maximum of 2 consecutive terms (i.e. 6 consecutive years) in accordance with cl Board of Directors Composition 6.1 The following terms will be defined as: a) Directors Collective term to refer to the Appointed Directors, Independent Director and Organisation Directors b) Appointed Directors directors elected from the AADL Membership Overview Document re AADL Constitution as at 30/06/ of 6

5 c) Independent Director director appointed to AADL Board who may or may not be independent from AADL membership d) Organisation Directors member of Organisation Advisory Committee appointed as a director to the AADL Board. 6.2 The AADL Board will comprise: a) A minimum of 3, or maximum of 5, Appointed Directors elected from the overall AADL membership following recommendations from the AADL Nominations Committee; b) 1 Independent Director appointed by the Board who may or may not be independent from the membership; and c) 4 Organisation Directors, one from each of the four proposed Organisations, subject to an increase or decrease in directors from the Organisations if new Organisations are created or Organisations are dissolved. 6.3 Directors of the AADL Board must be employed by a fully paid corporate member of AADL. 6.4 The Organisation Advisory Committees will each nominate a Director for the AADL Board. The AADL Board to endorse/ratify the nomination. Term of Directors 6.5 Directors will hold office for a term of 3 years commencing from the end of the relevant AGM until the end of the third following AGM. Directors will be eligible to stand for re-election or re-appointment after their 3-year term subject to the maximum of 2 consecutive terms (i.e. 6 consecutive years). 6.6 The Appointed Directors will have their terms staggered so that each year 1 Director will vacate their position, but may be eligible for reelection subject to the term limit of 2 consecutive terms. 6.7 A director who serves the maximum 2 consecutive terms may stand for re-election or be eligible for reappointment after 3 years has expired since their last term. 6.8 Casual vacancies will be filled by the Board in consultation with the relevant Nominations Committee. Board meetings 6.9 The quorum for Board meetings shall be a majority of directors in office at the time. For example, if there are 8 directors the quorum will be 5. Overview Document re AADL Constitution as at 30/06/ of 6

6 7 Chair, Vice Chair & Treasurer 7.1 The Chair must not be an Organisation Director and must be elected from either the Appointed Directors or Independent Director. 7.2 The Vice Chair and Treasurer may be elected from amongst any of the Directors. 7.3 The Chair, Vice Chair and Treasurer will hold office for 1 year but may be re-elected to these roles if they remain a director on the Board. 7.4 There will be a maximum term limit for the role of Chair, Vice Chair and Treasurer of 3 consecutive years. 8 Codes of Practice and Code Authority 8.1 Current Codes of Practice will continue and only apply to each Organisation and its assigned members. (i.e. DGA Code of Practice only applies to DGA and its assigned members) 8.2 The AADL Board may establish new Codes of Practice. 8.3 Any new Codes or changes to existing Codes must be approved by a 2/3 majority of the AADL Board after consultation with the relevant members. 8.4 The Code Authority will be appointed by the AADL Board and will comprise: a) A Chair; and b) An equal number of consumer representatives and industry representatives. 8.5 The Codes of Practice will remain specific to each Organisation but will be administered by the one Code Authority. 9 Other Matters 9.1 General meetings if any major changes 9.2 There will be transitional clauses to outline how the current structure will transition to the new model. 9.3 The initial AADL Board will consist of the Chair of each Organisation (DGA, ADMA, AIMIA, IAPA) and an Independent Director. 9.4 Current boards of 4 brand names to become the initial Organisation Advisory Committees. Overview Document re AADL Constitution as at 30/06/ of 6