Proposed revised Constitution

The Institute’s current constitution is not in line with common contemporary governance practice.

Three external reports commissioned over the last five years to provide recommendations for improving the Institute’s governance structure. Bosch (2016), Kirby (2018) and Slocombe (2019).

Each external expert recommended the Constitution be revised as a priority.

The need to update the Institute’s Constitution also brings an opportunity for much-needed simplification and modernisation of the document that underpins the way a contemporary membership organisation operates.

At the 21 February 2019 National Council meeting, the Slocombe report (Judith Slocombe was the Interim CEO for six months) was presented and endorsed for action by the Board and National Council.

The Board and National Council made a series of decisions about the key recommendations from the Slocombe report during 2019 and approved the scope of changes to the Constitution on 7 November 2019.

The Board appointed a Board Committee of Genevieve Overell FAICD (current Independent Director), Richard Kirk LFRAIA Hon. Institute (Past President) with the management team of the CEO, CFO and Company Secretary and strategic consultant, Jane Smith AM.

The Board Committee considered the Bosch(2016), Kirby (2018) and Slocombe (2019) reports and 2019 Board and National Council decisions made, based on implementing the Slocombe report’s recommendations.

Minter Ellison lawyers were appointed to assist with re-drafting the Institute’s Constitution and address the issues identified. 

The Board and National Council have met five times in early 2020 to approve the list of key issues.

There have been four email messages to members about the revised Constitution.  More are planned in March.

There will be a series of webinars in March to provide a forum for members to be provided with further information about the proposed changes the details and provide feedback (see details below). Please send all comments and questions to jane.smith@architecture.com.au by 1 April 2020.

Chapter Councils were briefed in early March.

There will be a Board and National Council meeting in early April to agree on the final wording of the revised Constitution for the annual general meeting in May 2020, date to be determined.

The Board and National Council approved the introduction of a preamble that recognises the Aboriginal and Torres Strait Islanders. 

This wording was drafted by the Institute’s new First Nations Advisory Working Group and Cultural Reference Panel. 

“The Australian Institute of Architects recognises the unceded sovereign lands and rights of Aboriginal and Torres Strait Island peoples as the First Peoples of these lands and waters. 

This recognition generates acknowledgement and respect for Aboriginal and Torres Strait Islander Countries, Cultures and Communities, and their ways of being, knowing and doing. 

Caring for Country practices including architecture and place shaping have existed on this continent since time immemorial. 

The Institute recognises a professional commitment to engage and act meaningfully through reciprocal partnership and relationships with Aboriginal and Torres Strait Islander peoples. Together we will support and develop the emergence of new possibilities for our shared future.”

The proposed new Principal Purposes of the Institute are to:

• advance architecture;
• advance education, culture and social or public welfare, through architecture;
• advocate for the profession; and
• encourage education in architecture.

The revised Constitution more accurately reflects the priorities for the Institute and removes references to the Institute being a charity and managing Art and Scientific Libraries and Museums.

At one point, the Institute had aspirations to become a charity with deductible gift recipient (DGR) status that can receive tax deductible gifts. The Institute received subsequent legal advice that it was not eligible for DGR status.

The Institute’s Foundation does have DGR status.

Broadly, as is the case now, members will have to comply with the Constitution and any other rules, regulations, policies and standards prescribed by the Board from time to time including but not limited to the Code of Ethics and Member Behaviour Policies.

The proposed Constitution has revised the membership clauses to establish a contemporary, flexible membership framework with the detail of membership classes, previously included in the constitution to be included in a new regulation.

The eligibility for membership will also be in a new regulation. This will provide a comprehensive document setting out the different membership classes with the educational and work eligibility requirements. 

The membership details in the current schedule 2 of the Constitution will go into a new regulation. This covers the Type of Members; Suffix Letters (Post nominals); Eligibility; Voting rights AGM/EGM attendance and receipt of the annual report. These membership details remain unchanged, except for the practice member section which is deleted.  Practices don’t have voting rights but the individual members within the practice do (as long as their membership category permits it).

The Institute has been working on improving the member benefits and is planning on reforming the fee structure to reduce the current complexity. This will take some time.  There are no changes planned for membership classes etc in 2020.

The proposed changes to the Constitution will allow the Institute to be more agile in making changes to the membership structure in the future.

Any changes will be made by the Board, in consultation with National Council. 

The Membership clause deals with the overall framework with the details of classes, rights, benefits and fees to be moved to regulation. The Board can approve or alter regulations, in consultation with the National Council.  

The current Constitution has two schedules in addition to Schedule 2 which is mentioned above:

• Schedule 1. A proxy form which will be removed, and the proposed revised Constitution will provide for Institute’s proxy form to comply to Corporations Act as is standard company practice.
• Schedule 3. Disciplinary proceedings which will be deleted. In the proposed revised Constitution, the Board has the power to decide how to resolve complaints against a Member, including the appointment of a mediator, conciliator or committee. The Code of Professional Conduct will be reviewed by a working party, approved by National Council.

Under Corporations Act 2001, the Board is responsible for the overall governance, management and strategic direction of the organisation and for delivering accountable corporate performance in accordance with the organisation’s goals and objectives.

Each Board Director is required to exercise their powers and discharge their duties with care and diligence, including decision-making, even if the Board delegates their powers.

The three external governance reports identified the lack of clarity in roles of National Council and the Board.  In the current Constitution, clause 8.1, states that National Council is an advisory body reporting to the Board. The revised Constitution outlines how National Council and the Board can work more effectively together. 

Importantly, the National Council retains its focus on the leadership of the profession, advocacy, research priorities and innovation, in its advisory capacity to the Board. 

National Council also continues to appoint the President-Elect, the National Council Directors, and determine Directors’ fees and the terms of office for the Student Representative Councillor and the Emerging Professional Representative Councillor.

The number of Board Directors and the composition of the Board remains the same in the proposed revised Constitution, as is currently the case. There will be eight board Directors.  There are the three Presidential roles (National President, National President-Elect [appointed by National Council] and Immediate Past National President), the two National Councillor Directors [appointed by National Council] and three independent Directors.

The proposed changes to the Board comprise:

• a Chairperson, appointed by the Board, for up to three years at a time, with any Director eligible to be Chairperson. The intention is to provide for the opportunity to have greater continuity in leadership of the Institute, rather than a new “chair” that changes every year as the National President changes. The National President is now automatically the Chair of the Board.
• The requirement for a minimum of three female and three male Directors will be replaced with a requirement to comply with Institute’s People and Culture policies (in addition to the newly-approved Gender Equity policy) and use a skill matrix to determine the composition of the Board, through the Independent Director positions. The new Gender Equity policy states that every effort will be made to achieve a 40:40:20 gender balance (40% female and male and 20% any gender), with data collection, research and regular reporting about the Institute and the profession.
• All Independent Directors are not to be Members. This is a change from the current provision that provides for the possibility that one of the Independent Directors may be a Member.
• Appointment of Independent Directors will be done by the Board, in consultation with National Council. Currently, National Council appoints the Board.
• Terms of office for Directors will be increased to three years for the National Council Directors and the Independent Directors (currently one-year term). The three “presidential” Directors already serve a total of three years on the Board.
• A Quorum for Board meetings is changed to a majority of Directors, in line with common contemporary governance practice and the Corporations Act 2001. The requirement for particular “types” of Board members to be part of the composition of a quorum is removed
• The current Constitution states that when there is less than six Directors, the Board can only act in an emergency. The proposed change is that “A Board meeting at which a quorum is present may exercise all the powers and discretions vested in or exercisable by the Board under this Constitution” which is consistent with common contemporary governance practice.
• Written resolutions of Directors changed to require a minimum of 75% of Directors entitled to vote, voting in favour to pass the resolution – currently 100%.

The proposed changes to the composition of National Council are:

• The number of Nationally-Elected National Councillors increases from four to six to increase the pool of National Councillors who can consider nominating for National President-Elect or National Councillor Director positions. National Council, in consultation with the Board, may increase the number of Nationally-Elected National Councillors, from time to time, from a minimum of six.
• Terms of office for Nationally-Elected National Councillors be three years, with a maximum of two terms [six years]. If a person, having served six years on National Council, wants to re-nominate for National Council as a Nationally-Elected National Councillor, they must wait three years.  Once the increased number of Nationally-Elected National Councillors (from four to six) is established (following a transition period) there will be two Nationally-Elected National Councillors positions vacant each year. 
• Eligibility to become National President-Elect. Removing the Life Fellow or Fellow prerequisite to become President-Elect is a way of potentially increasing the pool of National Councillors able to nominate for the President-Elect position. The proposed change is “the National Councillors will elect a National President Elect, who must be a Member who has made a significant contribution to the profession and the Institute, beyond their architectural practice, as determined by National Council, and has a minimum of eight years of membership.”
• A Quorum for National Council meetings is changed to a majority of National Councillors. This is in line with common contemporary governance practice.  The requirement for particular “types” of National Councillors to make up the quorum is removed.
• Written resolutions of National Councillors changed to require a minimum of 75% of National Councillors entitled to vote, voting in favour to pass the resolution – currently 100%.
• The Board, in consultation with National Council, will decide the classes of membership, the qualifications for admission to each class, rights of each class, fees, and the wording of the membership form.

In relation to membership, it is proposed that:

• the Board decides on whether to accept or reject membership applications.
• The Board would also delegate this function to the CEO if the revised Constitution is passed. This is delegated from National Council to the CEO currently.

There are no changes proposed for Chapter Councils except a new clause at 10.9 (d) Term of office for Chapter Councillors: The Board in consultation with National Council, may determine the commencement date from time to time.

In the current Constitution, the Board has the power to make regulations (clause 6.2.1).  There is a range of regulations already in place, dealing with issues like elections. 

The revised Constitution, assuming it is passed at the 2020 AGM, will also be supplemented by a number of accompanying regulations. Contemporary governance practice is that detail is placed in regulation as a companion piece for the Constitution.  Regulations allow for flexibility and will consolidate information about an important issue, such as membership.

Schedule 2 of the current Constitution which details Membership Classes, will be put in a regulation. The membership regulation will also include details about eligibility for membership, pulling together detail from existing documents. 

In the proposed Constitution, the Board continues to have the power to make Regulations for the proper conduct and management of the Institute and the business of the Board, in consultation with National Council.

As is currently the case, the Regulations are binding on all Members.

Proposed new Regulations to accompany existing Regulations will include:

• Eligibility for membership (consolidated in one place)
• Membership classes and voting rights (unchanged from the current Constitution’s schedule 2, except for Board decides, in consultation with National Council)
• Code of Ethics (to be developed by a National Council working group reviewing the Code of Professional Conduct)
• People and Culture policies.
• The National Council has recently approved a new Gender Equity policy (developed by the National Gender Equity Committee). “Every effort should be made to achieve a 40 / 40 / 20 gender balance (40% female / 40% male / 20% any gender) for membership or leadership of Institute committees, juries, representation at conferences and on panel discussions, or Institute endorsement of external panels, conferences or competitions in line with this policy.

The Institute commits to supporting ongoing data collection and research, and to regularly report on findings both within the Institute and the greater profession.”

• A Diversity and Inclusion policy will be developed
• Member Behaviour Policy (to be reviewed with the passing of the revised Constitution).

Board increasing the current one-year terms of office for Directors provides an opportunity to establish a framework that supports a reasonable and balanced turnover of officeholders.

To establish the “staggering” of the timing of when the terms of office of Directors’ conclude, the first round of elections and appointments to the Board, following the adoption of the proposed changes to the Constitution (that is those terms commencing from the conclusion of the 2020 AGM), will be terms of varying lengths. Subsequent elections and appointments will then be for the proposed standard terms.

Casual vacancies that may arise from time to time will be filled for the remainder of the term of the Director whose position was vacated which then gave rise to the casual vacancy.

To increase the number of Nationally Elected National Councillors on National Council, from four (4) to six (6), the first round of elections (that is elections to be held in December 2020 for those terms commencing from the first National Council meeting in 2021) will be to elect four (4) Nationally Elected National Councillors, providing for six Nationally Elected National Councillors from that point.