Constitutional reform update: summary of proposed revisions

SUMMARY OF BOARD AND NATIONAL COUNCIL DECISIONS ON THE PROPOSED REVISIONS TO THE INSTITUTE’S CONSTITUTION

The Board and National Council met last week and decided on some further proposed revisions to the Constitution. In order to allow time for more member consultation related to these most recent proposed changes and more drafting time, it was decided to move the vote on changes to the Institute’s Constitution to the Annual General Meeting will be held in May 2020, exact date to be determined.

Each Chapter Council will be having a briefing about the proposed changes to the Constitution in March. There will be a series on webinars in March for member feedback. More details will follow shortly.

Background

This is the summary of the proposed changes to the Institute’s Constitution, to be voted on at a general meeting by members, scheduled for the AGM, May 2020, exact date to be determined.

The Board and National Council have approved the proposed changes, following recommendations from the Board-appointed Constitution Reform Committee (Board committee). The Board Committee considered the three external reports on the Institute’s governance (the Bosch (2016), Kirby (2018) and Slocombe (2019) Reports)

and the decisions made by the Board and National Council at their 2019 meetings, as well as advice from Minter Ellison in making its recommendations.)

Overview of the proposed significant changes to the Institute’s Constitution

In broad terms, the proposed changes to the Institute’s Constitution include:

  1. Preamble that recognises the First Australians to be included.
  2. A revised Purpose that reflects the priorities for the Institute and deletes references to the Institute being a charity and managing Art and Scientific libraries and museums.
    The Principal Purposes of the Institute are to:
    1. advance architecture;
    2. advance education, culture and social or public welfare, through architecture;
    3. advocate for the profession; and iv.encourage education in architecture.
  3. Rewriting the Membership sections to establish a contemporary, flexible membership framework with the detail of membership classes in a new regulation. (Schedule 2 outlining member details of Membership classes will be moved into a new regulation). Voting rights will not change.

  4. In accordance with the Board’s duties and responsibilities under the Corporations Act, the Board will be a decision-maker, in consultation with the National Council, on various matters including membership issues and fees to align with the Board’s responsibility/duty to govern the Institute on behalf of its members.

  5. Clauses addressing the discipline of members for misconduct will be amended with the detail in a regulation. Members will be required to agree to comply with the Constitution, policies, standards set by the Board, including the Code of Conduct and the Member Behaviour policy.

  6. It is proposed that the Board has powers to decide process and can discipline members, suspend or terminate membership. Schedule 3 (Code of Professional Conduct) of the current Constitution will be deleted and an updated Code placed with a new regulation. Assuming the Constitutional changes are approved, there will be a review of the Code of Professional Conduct, by a National Council appointed working party.

  7. Introduction of a Chairperson, appointed by the Board, for up to three years at a time. The intention is to provide for the opportunity to have greater continuity in leadership of the Institute, rather than a new “chair” that changes each year as the National President changes.

  8. Increasing the number of Nationally-Elected Councillors on National Council from four to six, so as to increase the ‘pool’ of those to be elected by and from National Council to the following roles on the Board of Directors of:
    · President-elect; and
    · Directors (two Directors appointed by National Council, as is currently the case).
    National Council can decide, in consultation with the Board, to increase the number of Nationally-Elected Councillors if they see a need, with a minimum of six.

  9. Removing the Life Fellow or Fellow prerequisite to become President-Elect would be a way of increasing the pool of people able to nominate for the President-Elect position. The language could change to “being a Member who has made a significant contribution to the profession and the Institute, beyond their architectural practice and a minimum number of years on membership.”. The details of this are still being finalised by the Board and National Council.

  10. Diversity
    The requirement for three female and three male Directors to be replaced with a requirement to “comply with the Institute’s People and Culture policies” (which incorporates broad equity, inclusion and diversity considerations) and to use a skills matrix to determine the composition of the Board, through appointed Independent Director positions.
    National Council recently approved a new gender equity policy with a 40:40:20 formula – 40% male and female and 20% any gender. This new policy will be in a new regulation, associated with the revised Constitution. (The Board approves regulations, following consultation with National Council.)

  11. Independent directors are not to be members. All three governance reports raised concerns about the skill mix on the Board. The role of the Independent Directors is to bring a range of other needed skills to the Board (such as legal, financial, marketing, people and culture skills and experience with an external perspective). This is a change from the current provision that states that “Independent Directors are not required to be members”.

  12. Appointment of Independent directors will be done by the Board, in consultation with National Council.

  13. Terms of office for directors to be increased.
    The three “presidential” directors already serve a total of three years on the Board. No change proposed. The term for the Independent directors will be increased to three years (currently one year). The National Council nominated directors currently one year. The Board and National Council are currently deciding in the optimum term.

  14. A Quorum for board meetings is changed to a majority, in line with common contemporary governance practice. The requirement for particular “types” of Board members to be part of the composition of a quorum is removed.

  15. 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 “as long as the board has a quorum, it can continue to operate” which is consistent with common contemporary governance practice.

  16. 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%.

  17. A Quorum for National Council meetings is changed to a majority. This is a common contemporary governance practice. The requirement for particular “types” of National Councillors to make up the quorum is removed.

  18. 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%.

  19. Typographical and drafting errors to be corrected.

Board turnover

With the proposed changes to the Constitution to include increasing the current one-year terms of office for the National Council appointed Directors and the three Independent Directors to two and three years, respectively, an opportunity as been taken to establish a framework that provides for reasonable and balanced turnover of officeholders. This is achieved by having the end of terms of office of various Board positions, as much as possible, falling on different years.

To maintain the integrity of the “staggering” of when the terms of office of Directors’ conclude, 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. If a Director’s initial period of service on the Board is to fill a casual vacancy for less than 12 months, this period will not be counted when determining whether the Board member has reached the maximum period of tenure on the Board.

Transition

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.

Associated with the proposed Constitutional changes to increase in the number of Nationally Elected National Councillors 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. These Nationally Elected National Councillors will join the two Nationally Elected National Councillors who will commence the second year of their two year term at that time.