Australian Computer Society – Constitutional Reform Working Group

Round 2 - Elements of a Constitutional Document
THE CONSULTATION DOCUMENT

Version of 22 January 2022


This document contains information about the elements that a new constitutional document for the Society variously needs to have, and may have.


Introduction

The CRWG is conducting three rounds of consultation with ACS members, in order to develop a replacement constitutional document (hereafter referred to as 'constitution'):

This is the Consultation Document to support Round 2, and is concerned with the elements of a constitution.

The list of about 50 elements in this Document was developed as follows:

The purpose of Round 2 is to gain an understanding of the preferences of members in relation to each element. That will enable the drafting of clauses that implement the kind of constitution that members will want to support.

Throughout this document, the expression 'embed in the constitutional document' is used. The advantage of embedment is that the governing committee is then bound by the provision; but the disadvantage is that such provisions are difficult and slow to modify, because they require long notice of a General Meeting, and a 75% majority of those voting.

A softer form is available, which is to 'embed in By-Laws' (such as the current ACS National Regulations), and then specify in the constitutional document the authority required for changes to the By-Laws. That authority can apply generally, or to specific By-Laws dealing with particular matters. These powers can, for example:

Members' views are sought on which of these mechanisms are most appropriate, and for which elements.

The document reflects both the input provided by members during October-November 2021 and the requirements and norms of constitutional documents. It is structured along similar lines to the Report back to Members from the first consultation Round of 5 December 2021.

In this document, each element is outlined, and information is provided to assist members in forming their views on it. For each element, a link is provided to the the List of Questions that the CRWG is asking members,.

The Question List has been designed so that you can respond to whichever Questions you want to, in whatever order suits you. It is not essential for you to answer all of them.

The elements are organised into a high-level structure, as follows:

0. Common Themes

1. ACS as a Professional Society

2. ACS Activities

3. ACS Business-Lines

4. ACS Internal Structures

5. The ACS Governing Committee

6. Possibly Non-Controversial Elements


0. Common Themes

The following assumptions, which were widely held among the participants in the first consultation round, are relevant to many of the elements:

  1. The organisation is a professional society;
  2. The professional members are central to the Society;
  3. Statements of the Society's mission, purposes, and perhaps also its key functions, need to be embedded in the constitution, with the Society's activities required to be both driven by and constrained by them; and
  4. The form of incorporation is not a major consideration in Round 2, with common ground in Round 1 discussions being that the discussion of elements should proceed without consideration of the opportunities and constraints inherent in the Constitution of a company limited by guarantee (CLG).

1. ACS as a Professional Society

1.1 Nature and Values of the Society

Members see the Society's nature and values as underpinning all ACS activities, driving decisions, and setting the standards against which performance is measured.

1.1.1 Embedment in the Constitution

Concern has been expressed about a drift away from professionalism and professionals as being at the core of the ACS's focus and its activities, and from its strong orientation towards the public good.

A positive and prominent way in which those values can be projected is by their direct expression in the constitution. Alternatively, they might be expressed in some other document that is easier to amend than the constitution, or in an informal manner such as on a web-page.

Examples of elements that members may wish to be embedded include:

Here is how to provide your input on this element.


1.2 Membership of the Society

Concern exists that the professional nature of the ACS is at risk if the primacy of professional membership is diluted. This risk could be addressed by a formal statement about the primacy of professional membership, complemented by a differently positive statement about other forms of membership.

1.2.1 Professional Membership

Professional membership is distinguished by the need to satisfy requirements in relation to education and experience on entry, and to satisfy additional requirements to achieve promotion to higher grades and certification.

1.2.2 Non-Professional Membership

Other forms of membership do not require that education and experience thresholds be achieved, but are valuable to multiple categories of people, and to the Society.

Here is how to provide your input on those two elements.

1.2.3 Changes to Membership Grades

The current Associate grade includes members with many different profiles.

Many current Associates, and many new Associates in the future, may have a relevant ICT qualification, but not satisfy the experience requirements. These people commence in the same grade as an unqualified person.

Other current Associates, and more in the future, may have a relevant ICT qualification together with sufficient experience to qualify for the grade of Member, but have not achieved certification.

Element 5.2.2, if included in the new constitutional document, would deny future such members the vote.

In addition, the ACS has the opportunity to make itself more attractive to many categories of people in the ICT industry, by creating additional grades that address their needs. Examples include:

Here is how to provide your input on this element.

1.2.4 Dispute Resolution

From time to time, disputes arise between members of a professional society, and between one or more members and the Society itself. Legislation generally includes a requirement that associations have a procedure in place for dealing with disputes. The absence of such a procedure was a material factor in a serious dispute during 2019-20, which festered rather than being promptly addressed and resolved.

To ensure that means are available for resolving disputes that arise within the Society, members may want a requirement embedded in the constitutional document for a procedure for briskly, efficiently and equitably resolving disputes.

Here is how to provide your input on this element.

1.2.5 Member Communications

ACS operates several channels for communications from the Society's staff out to members, and it provides some channels whereby members can make contact with the Society. However, among the important services that a professional society needs to provide to its members is means whereby members can communicate with one another.

ACS provided members with email-addresses in the acslink domain from 1994 until 2018, but then closed the service. Very little exists in the way of online forums for the discovery of other members with similar interests, and for the discussion of topics relevant to the profession and the Society itself.

Members may want this to be ensured by creating an obligation for the Society to provide means whereby members can discover other members with similar interests, and means whereby members can establish and run online forums on professional and Society matters.

Here is how to provide your input on this element.


2. ACS Activities

Members see the Society's mission, purposes and key functions as underpinning all ACS activities, as needing to drive decision rationale, and as standards against which performance is measured.

2.1 Scope of the Society

2.1.1 The Society's Primary, Scope-Defining Term

Given the absence of any better alternative, the majority view among members appears to be that Information and Communication Technology (ICT) should continue as the, or at least the primary scoping term.

However, some concerns were expressed about whether the way in which the term is applied in the current 'Objects' risks excessively narrow interpretations being made of the Society's scope. That is addressed in the following sections.

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2.2 The Mission of the Society

The Society's current 'Primary Object' (Mission) is "to promote the development of Australian information and communications technology resources".

The registration of ACS with various organisations is predicated on the definition of its Primary Object, and any changes that are contemplated may require negotiation, in particular with two or more government agencies (including ACNC and ATO).

2.2.1 Formulation of the Society's Mission

Alternative expressions have been suggested by members, which may better capture the intention:

Here is how to provide your input on this element.

2.2.2 Embedment in the Constitution

Members may wish the following to be embedded in the constitution:

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2.3 Purposes of the Society

The Society's current 'Secondary Objects' (Purposes) are defined here.

Any changes that are contemplated may require negotiation, in particular with two or more government agencies.

2.3.1 Alignment with the Professional Membership

During the first round of consultation, some members expressed concern that the Society had not been aligning its additional activities with the interests of the professional membership, and as a result was drifting away both from its members and from its commitment to the public good.

Members may wish to propose adaptations to the existing Purposes, in order to reflect the behaviour of the professional members as the means whereby the Society serves the public good.

Here is how to provide your input on this element.

2.3.2 Adaptation to encompass all Key Functions

Members may wish to propose adaptations to the existing Purposes, in order to ensure that they encompass the Society's Key Functions. A list of Key Functions was provided as Appendix A of Consultation Document 1 (p.9). See also element 2.4 below.

Here is how to provide your input on this element.

2.3.3 Embedment in the Constitution

During the first round of consultation, some members expressed the view that the behaviour of the governing committee needed to be directed and constrained by the Society's declared Purposes.

Members may want the Society's Purposes:

Here is how to provide your input on this element.


2.4 Key Functions

The Society's Mission and Purposes are abstract expressions. Staff and volunteers perform a large variety of activities. The term 'Key Functions' is used here to refer to those activities that are particularly important to the fulfilment of the Mission and Purposes.

2.4.1 Definition

A list of Key Functions was provided as Appendix A of Consultation Document 1 (p.9). The matter was discussed in the Report back to Members on the Round 1 Consultation (pp. 4-5).

Members may wish to see a set of Key Functions embedded in:

Members may wish to see such a set emerge from refining the list of Key Functions in Consultation Document 1, or for an alternative expression of Key Functions to be developed.

In addition, members may wish to address the following specific issues in relation to Key Functions:

Here is how to provide your input on this element.

2.4.2 Member Involvement

Examples of topics that members may wish to see reflected in the constitution or other policy documents:

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3. ACS Additional Activities

By 'additional activity' is meant an activity that is not a Key Function of the Society.

3.1 The Principles

3.1.1 Embedment of Criteria in the Constitution

Some members have expressed concern about additional activities being undertaken that are not consistent with ACS values, mission and purposes.

Members may want the constitutional document to make clear how decisions are to be made about additional activities that the Society can undertake.

Here is how to provide your input on this element.

3.1.2 Requirement to Support Professional Activities

Examples of elements that members may wish to be embedded include:

Note: Development and operation of an 'association as a service' platform, delivered through an ACS subsidiary, for fee, with industry associations as clients, is a tenable additional activity, subject to the constraints discussed above, viz. consistency with values, mission and purpose, and generation of surplus for application to Key Functions.

Note: If incubators or accelerators were an additional activity that generates surplus, they would be tenable, subject to the same constraints.

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3.1.3 An Engagement Process regarding the Society's Additional Activities

Examples of topics that members may wish to see reflected in the constitution or other policy documents:

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3.1.4 Functional Separation of Additional Activities from the Society

Some members have said they want to avoid additional activities becoming the raison d'être for the Society's existence, and exposure of the Society to reputational damage or monetary loss.

Examples of approaches that members may wish to consider are:

Here is how to provide your input on this element.


4. ACS Internal Structures

The term 'groups of members' is used in this document to encompass:

The term 'panel' is used in this document to refer to an intermediate-level organ through which national committees and task forces communicate with the governing committee.

The current ACS Rules use the term 'board' in the same manner as this document uses 'panel'. Conventionally, however, the term 'board' is used specifically for the governing committee; so the current ACS Rules usage is not adopted in this document.

4.1 National Structures

Some members have argued that delegations to groups of members need to be anchored in the constitutional document, and need to facilitate decision and action by delegated groups rather than impeding them and even reducing committees to mere advisory roles, as current arrangements do.

In particular, the existing Panels ('Boards') have no more than advisory and guidance roles, with all of the power held by the governing committee, and then delegated to staff.

This section relates to such groups of members at national level as Standing Panels and Committees and project-specific, time-bounded Task Forces and Working Groups.

4.1.1 Powers and Funding for Panels

Examples of elements that members may wish to be embedded include:

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4.1.2 The Set of Panels

There are currently 3 Panels: for Membership, the Profession and Technical matters.

A list of Key Functions was provided as Appendix A of Consultation Document 1 (p.9). Members may want discussions to be conducted with the membership in relation to the appropriate set of Panels that should exist following the changeover, and how responsibilities for the Key Functions should be distributed across them.

For example, members may prefer a focal-point for each of professional standards, professional development and member services. Members may also be concerned about policy development activities being undertaken primarily within a technical context, which risks the Society's broader responsibilities being overlooked.

See also elements 2.4.1 and 2.4.2 above.

Here is how to provide your input on this element.

4.1.3 Powers and Funding for Other National Groups

By 'other groups' is meant such organs as national Committees and (project-specific, time-bounded) Task Forces and Working Groups, and National Special Interest Groups (SIGs).

Examples of elements that members may wish to be embedded include:

Here is how to provide your input on this element.

4.1.4 Accountability by All National Groups

Examples of elements that members may wish to be embedded in the constitution, or assured in some other way, include:

4.1.5 ACS as an Umbrella Organisation

The Society is a large organisation in the highly diverse and dynamic ICT arena; but it is far from the only organisation. The governing committee has been considering a move in the direction of operating the ACS as an umbrella organisation, with collaborative and supportive arrangements in place for both appropriate external organisations and internal groups.

Examples of elements that members may wish to be embedded, or assured through some other means, include:

Here is how to provide your input on this element.


4.2 Regional Structures

Members perceive that the appropriate channel for them to make contributions to national activities is through national organs. Branches are their local and direct connection with the Society, however. Members want locally-relevant, value-added activities, and grass-roots agility and innovation within their own Branch.

4.2.1 Branches and Branch Committee Powers

Examples of elements that members may wish to be embedded in the constitution, or assured in some other way, include:

Here is how to provide your input on this element.

4.2.2 Branch Chapters and Branch SIGs

Chapters, SIGs and other forms of communities of practice or of interest are important elements within at least some Branches, serving the needs of diverse and dispersed membership.

Examples of elements that members may wish to be embedded, or assured in some other way, include:

In all cases, Branch Chapter and Branch SIG actions need to be consistent with relevant national and Branch policies and activities.

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4.2.3 Accountability within Branches

Examples of elements that members may wish to be embedded in the constitution, or assured in some other way, include:

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4.2.4 Branch Management

Members may wish to see reflected in the constitution or other policy documents:

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4.2.5 A Minimum Level of Member Services

Examples of elements that members may wish to be embedded in the constitution, or assured in some other way, include:

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5. The ACS Governing Committee

This section addresses members' concerns about governance, and in particular the accountability of the governing committee to the membership, and practical mechanisms whereby the memberhip can ensure that the governing committee's behaviour is consistent with the Society's values, mission and purposes.

It has long been conventional for a governing committee to be responsible for all aspects of an organisation's strategy, planning and operations. In recent decades, there has been a tendency for the norms in the for-profit corporate sector to be assumed to be appropriate to the not-for-profit sector, not only among those not-for-profits that operate at very large scale, but also for quite modest-sized organisations.

This tendency has been exacerbated by the endeavours of State governments to avoid responsibility for regulating associations at all, and especially associations larger than a few million in turnover or assets.

5.1 The Model

The present Round needs to deliver understanding about the requirements members have of the Society's governing committee. Suggestions have been made designed to increase accountability by the committee, and control either by a second level committee like Congress or by the membership as a whole. Some of the options might turn out to be unlawful. However, the implementation of any such requirements is a challenge to be addressed at the time of the third Consultation Round, not the current, second Round.

5.1.1  The Choice of Model

There are two main models for a governing committee. Members may wish to argue for or against, or express concerns or caveats concerning:

Here is how to provide your input on this element.

5.1.2  The Functions of a Congress

Among those professional societies that use a two-tier model limit the larger group (cf. Congress) to being a purely advisory body, such that the governing committee is free to adopt or ignore the outcomes of Congress meetings.

The ACS Congress, on the other hand, has the power to "determine policy and directions". On occasions it has found it necessary to do so. The impasse during 2020 could otherwise not have been overcome.

Members may wish to express a view on whether:

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5.1.3  Composition and Electoral Arrangements for the Two-Tier Model

If a two-tier arrangement is adopted, decisions are needed regarding the composition of each of the two layers, and the mechanisms whereby members of each of the outer and inner groups are elected, including who has a vote in those elections.

Here is how to provide your input on this element.


5.2 Composition of the Governing Committee

Some of the following Attributes in this section of the Consultation Document will vary depending on which of the above two governing committee models is being considered. Such variations are noted where appropriate in the discussions below.

5.2.1 Eligibility to Nominate

Members may wish to embed some elements in the constitutional document or elsewhere. Important examples are:

Here is how to provide your input on this element.

5.2.2 Candidate Qualifications and Experience

Examples of elements that members may wish to be embedded in the constitution, or assured in some other way, include:

Here is how to provide your input on this element.

5.2.3 Term Limits

Examples of elements that members may wish to be embedded include:

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5.2.4 The Size of the Governing Committee

Examples of elements that members may wish to be embedded include, in respect of the governing committee, and the executive committee as well, if a two-tier model is used:

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5.2.5 Supplementary Appointments to the Governing Committee

Examples of elements that members may wish to be embedded in the constitution include:

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5.2.6 The CEO as a Member of the Governing Committee

The roles of CEO and membership of the governing committee of a member-based and member-serving organisation are distinct, and to some extent in inevitable conflict. The risk arises of dominance by the full-time and well-resourced CEO over the part-time and poorly-resourced members of the governing committee.

Examples of elements that members may wish to be embedded include:

Here is how to provide your input on this element.

5.2.7 Obligations of a Member of the Governing Committee

Members may want clarity about the obligations of a member of the governing committee, sufficient to provide a basis on which non-performance and mal-performance can be judged. This would ensure a degree of personal accountability to the membership by each such member. This might take the form of a Charter of Rights and Responsibilities.

Here is how to provide your input on this element.


5.3 The Electoral Scheme

There is a view among many members that there is a large gap between members and the governing committee. As a result, there is a desire among the membership for more direct participation in and influence over the election of governing committee members.

On the other hand, there continues to be concern, particularly among members in the smaller Branches, about the risk of dominance by the largest Branches and the largest capital cities.

5.3.1 Elements of the Scheme

An electoral process involving one vote for each member is straightforward and conventional. The members may want to vary that arrangement, however, to take account of the power that grants to the two largest Branches. The Society's Rules have always contained some elements to achive that, as does the election process for the Australian Parliament.

Examples of elements that members may wish to be embedded include:

A mix of different elements may be appropriate, particularly if the two-tier model is used.

Here is how to provide your input on this element.

5.3.2 Voting Rights

ACS is a professional society, of professionals, governed by professionals, for professionals and the public. Other individuals are very welcome to join the Society, even if they are not intending to become ICT professionals, if they have in interest in having an involvement with the organisation and agree to the Code of Ethics. Categories of people who have joined over the years in this capacity include professionals in other fields, managers of ICT staff or facilities, skilled ICT users and unqualified enthusiasts.

Many members have expressed the desire to clearly distinguish professional membership from the Associate grade.

A further consideration is that voters in the Associate grade outnumber members in the Professional Division (Members, Senior Members and Fellows). Concerns accordingly exist that the values of the Society might be undermined, the directions of the Society warped, and the credibility of ACS as a professional society undermined.

Reflecting the above, there have been calls for future entrants to the Associate grade to not be granted the right to vote. Note that for both ethical reasons and likely legal constraints, the scope of this topic is limited to future entrants to the Associate grade.

Here is how to provide your input on this element.

5.3.3 Staff-Members' Voting Rights

Staff have an unavoidable conflict of interest as a result of being both an employee and a member. There is also scope for staff to be influenced by the CEO and governing committee members, and mobilised in favour of or against particular motions. Members may want to address the risk of staff having a disproportionate impact on election results.

Members may wish to embed in the constitutional document suspension of the right to vote of any member who, at the time of the vote, is an employee of the Society.

Here is how to provide your input on this element.


5.4 Effective Accountability Measures

Members want more effective accountability to the membership than the arrangements under the current Rules provide. In particular, members want influence beyond voting for members of the governing committee. These mechanisms need to be finely balanced against the need for the governing committee to have sufficient powers to perform its functions, and the risk of ungovernability. The elements in this section apply in both the one-tiered and two-tiered models.

5.4.1 Criteria for Governing Committee Decision-Making

Examples of elements that members may wish to be embedded include:

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5.4.2 Transparency and Explanation

Examples of elements that members may wish to be embedded include:

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5.4.3 Engagement with the Membership

Examples of elements that members may wish to be embedded include:

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5.4.4 Branch Committee Motions

An element of accountability processes is the communication of dissatisfaction by members to the governing committee. This may be done gently through 'behind closed doors' communication, or more firmly by an 'open letter' approach published to members.

Examples of circumstances in which such approaches might be used are where Branch Committees perceive actions of the governing committee or staff to be inconsistent with the Society's values, mission, purposes and key functions, and where the governing committee has failed to respond reasonably and/or within a reasonable timeframe to lawful resolutions passed by Branch or other Committees of the Society.

Examples of elements that members may wish to be embedded in the constitution, or assured in some other way, include:

Here is how to provide your input on this element.

5.4.5 Member Ratification of Proposed Decisions

Some categories of Society matters are important enough that many members wish to express a view. The concept of a 'plebiscite' enables strong advice to be communicated to the governing committee. This is non-binding on the governing committee, but may send a strong message about members' views.

This approach has long been onerous and slow in organisations with a highly dispersed membership. Online voting mechanisms have changed that, however, enabling its practical implementation.

Examples of matters that members might want addressed in this way are listed in sections 5.5.1 and 5.5.2 below.

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5.4.6 Member Approval for Proposed Decisions

Some categories of Society matters are important enough that members may want to limit the delegation to the governing committee. The result of a 'referendum' is binding on the governing committee. A referendum process enables the governing committee to seek prior approval by the membership for an initiative, but also prevents the governing committee taking action without members' approval. This would be a second tier of approval mechanism, additional to those elements that are subject to approval by the members in General Meeting.

Examples of elements that members may wish to be embedded include:

In the case of corporations, so-called 'ordinary resolutions' in a General Meeting only require a 50% majority (e.g. election/re-election of directors, appointment of an auditor, acceptance of reports at the general meeting, strategic or commercial decisions, increasing or reducing number of directors), whereas 'special' resolutions require a 75% majority (e.g. changing an organisation's name or making changes to its constitution.

This runs contrary to the objective of an agile organisation, because it interposes a delay of many weeks and even months between a decision by the governing committee and the membership's approval to proceed with it. So it would be inadvisable for this to be applied broadly. Examples of matters that might be regarded as being important enough for this approach to be applied might include:

Examples of matters that members might want addressed in this way are listed in sections 5.5.1 and 5.5.2 below.

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5.4.7 Removal of a Member of the Governing Committee

Although removal of one or more members of a governing committee is theoretically possible, the default process is difficult for members to exercise.

Members may want to embed in the constitutional document a practical mechanism whereby the membership can remove any member of the governing committee. The convention of a 'motion of no confidence' in a committee or a member of a committee is symbolic, but does not directly remove any of the committee-members. So a motion to remove a named person from the committee may be necessary.

Mechanisms currently exist whereby the c.25-member Congress can remove 9 of the 11 governing committee members (ACS Rules 8.6.1 and 10.6.1). The importance of this capability was demonstrated when the provisions had to be used in late 2020 to overcome an impasse on the Management Committee.

Members may want such a power to be available to the membership, particularly if the new constitution does not feature a Congress with that power. Examples of elements that members may wish to be embedded include:

A further possibility is that members may want to embed in the constitutional document a practical mechanism whereby non-compliance with suitably-expressed conditions results in an automatic spill of the governing committee, and an election process to fill the vacancies.

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5.4.8 Triggering Thresholds for a General Meeting

Members of the governing committee can cause a General Meeting to be convened, and can put motions. It is a conventional accountability arrangement for members to also have such powers. Given the centrality of Branches in the Society, the current constitutional document also provides such powers to Branch Committees and to Branch Congress Representatives.

Examples of elements that members may wish to be embedded include:

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5.4.9 Publication of Governing Committee Minutes

A particular contribution towards transparency is the open availability of the Minutes of meetings of the governing committee to the membership. Such rights may or may not be established by law, and members may wish to have the right established by the constitutional document, whether or not the law in force at the time provides for it.

Examples of elements that members may wish to be embedded include:

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5.5 The Matters of Greatest Importance to Members

It is necessary to determine which matters and/or documents are to be subject respectively, to referendum and approval, and to plebiscite and ratification.

5.5.1 Matters Subject to Member Approval

If members want embedment of element 5.4.6 Approval, of the nature of a referendum, then decisions need to be made about which matters or documents are subject to:

This approach intersects with the approach of 'embedment in By-Laws' discussed at the beginning of section 5. It is possible to specify in the constitutional document that member approval is necessary for all aspects of the By-Laws (equivalent to the current National Regulations), or for By-Laws that deal with particular matters.

Care is needed, however, because delay, effort and expense are involved in online voting processes across a large electorate, and the approach conflicts with the desire for the Society to be agile.

Examples of elements that members may wish to be embedded include:

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5.5.2 Matters Subject to Member Ratification

If members want embedment of element 5.4.5 Ratification, then decisions need to be made about which matters or documents the power encompasses.

Note that this is a 'softer' form of member power than Member Approval, in that the results of a plebiscite are of the nature of advice to the governing committee on the acceptability of a proposal, not a direction to the governing committee. On the other hand, the delay, effort and cost involved in a plebiscite is much the same as for a referendum.

Examples of elements that members may wish to be embedded include:

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6. Possibly Non-Controversial Elements

A constitutional document variously must contain, conventionally does contain, or may contain, a considerable variety of elements. Despite the length of this Consultation Document, those that CRWG has highlighted are only a sub-set of them. A comprehensive list is provided below.

CRWG perceives the elements that have been omitted as largely uncontroversial. Many will be implied by decisions made on the important elements above. Others will be addressed in the final stages of the development of the new constitutional document.

Nonetheless, input is requested on any aspect that you wish to comment on.

Here is how to provide your further input.

Checklist of Elements of a Constitutional Document

The underlined Elements below are at least in part addressed above; but the others are not.

Sources used in developing this checklist include:

ACNC, at https://www.acnc.gov.au/tools/templates/constitution-charitable-company-limited-guarantee

AICD, at https://aicd.companydirectors.com.au/-/media/cd2/resources/director-resources/director-tools/pdf/05446-5-6-mem-director-rob-companyc_a4-web.ashx

ASIC, at https://asic.gov.au/for-business/starting-a-company/how-to-start-a-company/registering-not-for-profit-or-charitable-organisations/

NFP Law, at https://www.nfplaw.org.au/constitution

Access Canberra, at https://files.accesscanberra.act.gov.au/legacy/2303/Associations%20model%20rules.pdf

Reviews of multiple exemplars