Introduction
- National Council has been reviewing the AUSIT Constitution (current version: 2020) and wishes to propose several amendments to it, as explained below, to be voted on by electronic ballot in accordance with Clauses 10.4.5 and 10.4.7 of the Constitution.
- This announcement is the 28 days’ notice required under Clause 10.1 of the Constitution: electronic voting will therefore open on Wednesday 18 October 2023, and close on Friday 10 November 2023.
- Shortly before 12 October, all eligible members will receive information on how to access the electronic ballot, which will be set up to prevent double voting. After voting closes on 10 November, the results will be tallied up and members notified as soon as possible about the result.
- Rather than being presented as a single resolution, the proposed amendments will be presented in a series of three Special Resolutions, each of which will be voted on separately, and each of which will need to be approved by at least three-fourths (75%) of the total votes cast in order to pass.
- This announcement will provide some general background on this series of amendments, and then set out each Special Resolution, a detailed table of the changes proposed, and an explanation of the reason for each. A full ‘clean copy’ version of the Constitution, as it would look if all amendments are accepted, will also be placed on the AUSIT website for any members who wish to refer to it.
General Background
- The changes in 2020 updated a number of clauses in the Constitution that were overdue for updating; by contrast, the changes now being proposed represent entirely new proposals.
- The three changes involve the following proposals:
+ Firstly, to discontinue the current distinction between the Associate ‘level’ of membership (with just one category of member: Associate Member) and the Member level (every other category) – the effect of this change will be to give Associate Members the same voting rights as other members at AGMs, and enable them to be voted onto branch and other committees (but not onto National Council).
+ Secondly, to extend the existing clauses covering disciplining of members, by making specific provision for investigating breaches of the Code of Ethics / Code of Conduct (by means of a by-law) and including these procedures in those disciplinary clauses – and in addition, creating an independent avenue for appeals.
+ Finally, when constitutional amendments have been passed by an electronic ballot such as this one, adding an extra step of ratifying the results at the next national AGM to comply with the requirements of the ACT legislation under which AUSIT is incorporated.
- Further explanations of these proposals are provided at the top of each Special Resolution.
Special Resolution 1: Amendments relating to Membership
That Sections 6 and 11 of the AUSIT Constitution relating to membership be amended as shown in the table that forms part of Special Resolution 1.
For your information: main change proposed
At present there are two ‘levels’ of membership: ‘Member’ and ‘Associate’, with the latter having no voting rights in General Meetings or on branch committees, and having to be co-opted onto branch committees rather than being elected onto them.
The ‘Associate’ level contains only one category (Associate Member), while the ‘Member’ level contains every other category (including Senior Members, Ordinary Members, Student Members and Retired Members).
National Council is therefore proposing that the concept of two membership levels be discontinued, so that any category of member will have voting rights and can be a member of branch or other committees. The only distinction will be that Associate Members will not be able to be members of National Council.
Section / Clause | Proposed amendments | Original text with amendments | Explanation | Text after amendment |
6.1 | • Delete the words ‘LEVELS AND’ from the heading. | MEMBERSHIP | • There will only be categories, not levels. | MEMBERSHIP CATEGORIES |
6.1.1 | • After the words ‘The Institute shall’ delete the words ‘establish membership levels and within these membership levels shall’. | The Institute shall | • Removes reference to levels. | … establish membership categories by incorporating their details in the by-laws. |
6.1.2 | • Delete in toto. |
| • See explanation in ‘main change proposed’. | — |
6.1.3 | • Renumber as 6.1.2 | 6.1.3 Awards | • Replaces deleted 6.1.2. | 6.1.2 Awards |
6.3.1 | • In the heading, delete the words ‘Member Level’ and in their place insert ‘Prerequisites for Membership’ • In the opening paragraph, delete the words ‘at this membership level are’ and in their place insert the words ‘shall be as determined in the relevant by-laws from time to time’. • Delete sub-clauses (a) and (b) in toto. | 6.3.1 The prerequisites for membership
| • There is no longer a requirement to specify separate prerequisites for membership in this clause. The criteria to be deleted are already spelt out in By-law F.
| 6.3.1 Prerequisites for Membership The prerequisites for membership shall be as determined in the relevant by-laws from time to time. |
6.3.2 | • Delete in toto. |
| • See explanation in ‘main change proposed’. | — |
6.5.1 | • Delete the words ‘Levels and’ from the heading. • After the words ‘privileges shown for’ delete the words ‘any and’ and the word ‘levels’ and in place of the latter insert the word ‘categories’. | 6.5.1 Members of All The rights and privileges shown for | • Reflects the discontinuance of ‘levels’. | 6.5.1 Members of all categories The rights and privileges shown for all categories of membership … |
6.5.2 | • Create a new sub-clause 6.5.2, headed ‘Specific Rights and Privileges’, and transfer to it sub-clauses (b), (c) and (d) of clause 6.5.1, in all cases deleting the words ‘of all levels’, then renumber these as (a), (b) and (c) respectively. • Transfer the first sentence of the existing clause 6.5.2 to the new clause 6.5.2 as sub-clause (d), and after the words ‘General Meetings’ insert the words ‘Branch Committee meetings, and meetings of any other committee established by the National Council; except that if a by-law establishes a category of Associate Member, a member of that category shall not be entitled to become a member of the National Council, whether as a Branch Delegate or by election as one of the office bearers set out in Clause 9.1’.
• Transfer the second sentence of the existing clause 6.5.2 to the new clause 6.5.2 as sub-clause (e).
• Retain the final sentence of clause 6.5.2 and re-phrase it to read ‘Members shall be entitled to use letters or wording indicating membership of the Institute as set out in the by-laws.’ | 6.5.2 (b) Members (c) Members (d) Members
Members shall have the right to stand for election, or to nominate or second others for election, to any office of the Institute, subject only to the rules of those offices, and shall have the right to put, second and vote on motions at General Meetings, Branch Committee meetings, and meetings of any other committee established by the National Council; except that if a by-law establishes a category of Associate Member, a member of that category shall not be entitled to become a member of the National Council, whether as a Branch Delegate or by election as one of the office bearers set out in Clause 9.1. Members shall further have the right to attend as observers all meetings of the Council and the Committee of their own Branch, except for those parts of a meeting which the chair of that meeting determines to be confidential for personal or commercial reasons. Members shall be entitled to use letters or wording as set out in the by-laws indicating membership of the Institute. | • Creates a more logical structure for this section. • Deletes references to levels of membership.
• Clarifies that election and voting rights include all committees, with the one exception that Associate Members may not join the National Council.
• Improves awkward sentence structure. | 6.5.2 Specific Rights and Privileges (a) Members shall have the right to attend general meetings of the Institute and speak to motions, ask questions or impart information, subject only to the Rules of Procedure of the Institute. (b) Members shall have the right to receive the journal and all other publications and general communications of the Institute and shall have the right to use such facilities as the Institute may from time to time provide for the general use of its members. (c) Members shall have the right to attend any social or other events arranged by the Institute, subject only to the payment of any attendance fee. (d) Members shall have the right to stand for election, or to nominate or second others for election, to any office of the Institute, subject only to the rules of those offices, and shall have the right to put, second and vote on motions at General Meetings, Branch Committee meetings, and meetings of any other committee established by the National Council; except that if a by-law establishes a category of Associate Member, a member of that category shall not be entitled to become a member of the National Council, whether as a Branch Delegate or by election as one of the office bearers set out in Clause 9.1. (e) Members shall further have the right to attend as observers all meetings of the Council and the Committee of their own Branch, except for those parts of a meeting which the chair of that meeting determines to be confidential for personal or commercial reasons. Members shall be entitled to use letters or wording indicating membership of the Institute as set out in the by-laws. |
6.5.3 | • Delete existing clause in toto, and replace it with sub-clause (e) of the existing clause 6.5.1, including the heading ‘Liability of Members’. | — | • Separates discussion of rights and privileges from discussion of liabilities. | 6.5.3 Liability of Members The liability of a member of the Institute to contribute towards the payment of the debts and liabilities of the Institute or the costs, charges and expenses of the winding up of the Institute is limited to any amount unpaid by the member in respect of the Institute as required by Clause 6.10.
|
11.11 [Affiliation] | • Delete from the second sentence the words ‘or associate’. | The affiliate shall not be considered a member | • Distinction between ‘member’ and ‘associate’ not relevant in this context. | The affiliate shall not be considered a member of AUSIT … |
Special Resolution 2: Amendments relating to Disciplining of Members
That Section 6 of the AUSIT Constitution relating to disciplining of members be amended as shown in the table that forms part of Special Resolution 2
For your information: main changes proposed
At present there are no specific provisions for dealing with serious breaches of the AUSIT Code of Ethics and Code of Conduct. The proposed amendments below provide for a by-law to be created to set out the procedures for investigating such breaches, and authorises the National Council to take specific disciplinary actions based on such investigations.
The proposed amendments also provide for an independent avenue of appeal by a member against whom sanctions have been imposed.
Section / Clause | Proposed amendments | Original text with amendments | Explanation | Text after amendment |
6.7.1 | • Replace the existing clause 6.7.1 with new content as shown. • Renumber the existing clause 6.7.1 as 6.7.2 • Delete from the heading the words ‘Expulsion or Suspension’ and insert the words ‘Sanctions against Members’ • After the words ‘National Council’ delete the words ‘is of the opinion’ and insert the words ‘having where applicable received the results and recommendations of an investigation conducted in accordance with the relevant by-law, has become aware of compelling evidence’. • After the words ‘interests of the Institute’ insert the words ‘or has committed a breach of the AUSIT Code of Ethics and Code of Conduct’, and after the word ‘resolution’ delete the word ‘either’. • Insert a new sub-paragraph (a), to read ‘issue a reprimand or warning to the member, or’. • Insert a new sub-paragraph (b), to read ‘impose on the member a requirement to undertake a specified action or actions, or’ • Renumber the existing sub-paragraph (a) as ‘(d). • Renumber the existing sub-paragraph (b) as ‘(c). • After new sub-paragraph (d) insert a further sentence ‘If a member’s conduct involves a serious breach of the AUSIT Code of Ethics and Code of Conduct, the National Council may also inform NAATI of the circumstances of the breach, including the identity of the member.’ | 6.7.1 The National Council shall establish in a by-law the policy and procedures to be followed in investigating allegations that a member has breached the AUSIT Code of Ethics issued under Section 5 of this Constitution, and shall also establish in that by-law the body or bodies responsible for investigating such breaches, reporting the results of such investigations, and making recommendations to the National Council.
When the National Council … prejudicial to the interests of the Institute, or has committed a breach of the AUSIT Code of Ethics and Code of Conduct, the Council may, by resolution: (a) issue a reprimand or warning to the member, or (b) impose on the member a requirement to undertake a specified action or actions, or (c) suspend the member from membership for a specified period, or (d) expel the member from the Institute. If a member’s conduct involves a serious breach of the AUSIT Code of Ethics and Code of Conduct, the National Council may also inform NAATI of the circumstances of the breach, including the identity of the member. | • Enables the creation of a by-law and its general content. • Broadens the heading to cover all the new content. • Specifies that National Council should consider the results of any investigation before taking action. • Includes breaches of the Code of Ethics as a ground for taking action. • Creates two new courses of action, short of suspension or expulsion, which National Council may take. • Provides National Council with an additional option in the case of serious breaches, but does not make such action mandatory. | 6.7.1 By-law Relating to Professional Conduct The National Council shall establish in a by-law the policy and procedures to be followed in investigating allegations that a member has breached the AUSIT Code of Ethics issued under Section 5 of this Constitution, and shall also establish in that by-law the body or bodies responsible for investigating such breaches, reporting the results of such investigations, and making recommendations to the National Council. 6.7.2 Sanctions against Members When the National Council, having where applicable received the results and recommendations of an investigation conducted in accordance with the relevant by-law, has become aware of compelling evidence that … … prejudicial to the interests of the Institute, or has committed a breach of the AUSIT Code of Ethics and Code of Conduct, the Council may, by resolution: (a) issue a reprimand or warning to the member, or (b) impose on the member a requirement to undertake a specified action or actions, or (c) suspend the member from membership for a specified period, or (d) expel the member from the Institute. If a member’s conduct involves a serious breach of the AUSIT Code of Ethics and Code of Conduct, the National Council may also inform NAATI of the circumstances of the breach, including the identity of the member. |
6.7.2 | • Renumber as 6.7.3 without change in wording. | — | • Renumbering only | — |
6.7.3 | • Renumber as 6.7.4. • In the final paragraph, delete the words ‘Where the committee’ and in its place insert the words ‘When the Council’. | —
| • Renumbering only • Corrects an erroneous term. | — When the Council thus confirms … |
6.7.4 | • Renumber as 6.7.5. • Insert a new first paragraph, to read ‘The National Council shall establish in the by-laws an appeals body, which shall be separate from, and shall include no member of, any body established under Clause 6.7.1 nor any member of the National Council, to hear appeals against a resolution of the National Council that has been confirmed under Clause 6.7.4.’ • In the next paragraph, after the words ‘When notice of’ insert the word ‘such’, and after the word ‘resolution’ delete the words ‘of the National Council that has been confirmed under Clause 6.7.4’. • In the same paragraph, after the words ‘against the resolution to’ delete the words ‘Institute in General Meeting’ and in their place insert the words ‘appeals body’. • In the following paragraph: + after the words ‘National Council’ delete the word ‘which’ and insert the word ‘and’; + delete the words ‘place the matter on the agenda of the next Annual General Meeting, where it shall be heard, and’ and in their place insert the words ‘refer the matter to the appeals body’; + after the word ‘opportunity’ delete the words ‘at the General Meeting’, and insert the words ‘to the appeals body’ before the word ‘orally’; + delete the words ‘and the members present shall vote by secret ballot on the question of’ and in their place insert the words ‘The appeals body shall determine’. • In the final paragraph, delete the words ‘Annual General Meeting on this agenda item’ and in their place insert the words ‘appeals body’. | 6.7.5 Appeals The National Council shall establish in the by-laws an appeals body, which shall be separate from, and shall include no member of, any body established under Clause 6.7.1 nor any member of the National Council, to hear appeals against a resolution of the National Council that has been confirmed under Clause 6.7.4. When notice of such a resolution … the National Secretary shall notify the National Council, and shall refer the matter to the appeals body
The decision of the | • Renumbering only • Enables the creation of a by-law to establish a fully independent appeals body (in order to comply with the requirements of the Associations Incorporations Act 1991 [ACT]). • The deleted words have already been used in the previous paragraph. • The creation of an appeals body is a more expeditious and less cumbersome method of hearing an appeal than delaying hearing of the appeal until an Annual General Meeting. • All the remaining changes are consequent on the transfer of appeals from a General Meeting to an appeals body. | 6.7.5 Appeals The National Council shall establish in the by-laws an appeals body, which shall be separate from, and shall include no member of, any body established under Clause 6.7.1 nor any member of the National Council, to hear appeals against a resolution of the National Council that has been confirmed under Clause 6.7.4. When notice of such a resolution is served on a member, the member may appeal against the resolution to the appeals body.
… the National Secretary shall notify the National Council, and shall refer the matter to the appeals body. The Council and the member shall be given the opportunity to state their respective cases to the appeals body orally or in writing or both. The appeals body shall determine whether the resolution should be … The decision of the appeals body shall be final and conclusive. |
Special Resolution 3: Amendments relating to the Method of Amending the Constitution
That Section 10 of the AUSIT Constitution relating to constitutional amendments be amended as shown in the table that forms part of Special Resolution 3.
For your information: main change proposed
A change in procedures to continue enabling electronic ballots as a more representative method of voting on constitutional amendments, but adding an extra step of ratification at a General Meeting to comply with the requirements of the Act.
Section / Clause | Proposed amendments | Original text with amendments | Explanation | Text after amendment |
10.4.5 | • In point (i) of sub-paragraph (b), amend the words ‘motion to’ to read ‘motion proposing’. • After sub-paragraph (b), insert sub-paragraphs (c) to (e) as shown in the ‘Text after amendment’ column. | (i) that the motion to proposing the Special Resolution … —
| • Correction of style. • The ‘Act’ referred to is the Associations Incorporation Act 1991 (ACT), which requires that a constitutional amendment must be passed at a General Meeting. However, ratifying the results of a prior electronic ballot at a General Meeting is accepted by the ACT authorities as ‘voting at a general meeting’. Preceding this vote by an electronic ballot, however, has previously been found to give a more representative indication of the views of the membership. • Spells out the effect of a ratification motion being passed, but postpones the implementation of the changes until the motion is voted on. • Spells out the effect of a ratification motion being defeated. | (i) that the motion proposing the Special Resolution … (c) To comply with the requirements of the Act, when a Special Resolution proposing an amendment to this Constitution has been voted on by electronic ballot and has achieved the required three-fourths majority, a motion to ratify the results of the electronic ballot shall be moved at the first General Meeting held thereafter. Any discussion of such a motion shall be limited to the question of whether to ratify, and shall not debate the merits of the original Special Resolution. (d)If the ratification motion referred to in sub-clause (c) is passed at the General Meeting, it shall be deemed to have the same effect as if the original Special Resolution had been voted on at the General Meeting. However, any substantive action arising out of or permitted by the constitutional amendment shall not be implemented until the ratification motion has been passed. (e) If the ratification motion referred to in sub-clause (c) is not passed at the General Meeting, the original Special Resolution shall be deemed to have lapsed. |
10.4.6 | • In sub-paragraph (a) insert the word ‘each’ before ‘member’ and after the same word insert the words ‘whether voting in person or through a proxy, and delete the words ‘or none, according to matter and membership category as laid down in Clause 6’. | (a)Upon any question arising at a General Meeting of the Institute each member, whether voting in person or through a proxy, shall have one vote | • If Special Resolution 2 is accepted, the situation will not arise where some members at a General Meeting are not entitled to a vote. • The amendment also clarifies what occurs when voting through a proxy. | (a)Upon any question arising at a General Meeting of the Institute each member, whether voting in person or through a proxy, shall have one vote. |
