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Constitutional changes

Constitutional changes. Proposed changes to ADEA constitution Background information. Constitution. Aims: Fundamental rules for decision making by governing body and management Assurance for public and stakeholders Guidance for governance Facilitates: Good governance Accountability.

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Constitutional changes

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  1. Constitutional changes Proposed changes to ADEA constitution Background information

  2. Constitution • Aims: • Fundamental rules for decision making by governing body and management • Assurance for public and stakeholders • Guidance for governance • Facilitates: • Good governance • Accountability adea.com.au

  3. Background • The constitution specifies: • the aims or purposes of the organisation • how the members of the organisation are admitted • the rights and obligations of members • how the office-bearers and members of the governing body are elected or appointed • how general meetings of members and meetings of the governing body are convened and conducted • how the organisation is managed, especially its finances, and • what will happen to the organisation's assets if it is wound up. adea.com.au

  4. Why: do we need changes to our constitution? • Current structure and format reduces easy reference and guidance for decision making by CEO and Board. • Currently has limited flexibility to adapt to the evolution and changes of ADEA as an organisation. • Membership classes currently a barrier for key aim of increasing membership and international outreach • Statutory accountability requirements have changed. adea.com.au

  5. What: Amendments both general and specific are required if ADEA is to have strength and consistency with governance and to achieve its outcomes • General: • Table of contents to improve referencing • Include in contents a date record of lodgement and previous amendments • Correct inaccurate clause cross references • Arcane language contributing to difficult comprehension • Determining principle inclusions and remove process issues • By-Laws procedures to support the Constitution adea.com.au

  6. What.... • Specific: • Increase revenue sources: Clause 40.2 ADEA to gain deductible gift recipient status. Approved by members and resolution passed by Board 12.4.201 • Promotion of national and international membership : Clause7.3 consideration for additional categories of membership • Governance clause for membership cessation, reprimand, suspension and expulsion. clauses 7.8, 9.0 • Include clause for CEO appointment and powers. Nil currently exist • Increase Directorship term Clause 20.4 adea.com.au

  7. How will this happen? 1. Board Constitutional Review Committee: • Background scoping : other constitutional models, barriers to decision making and guidance, up-date requirements for organisational changes and accountability. 2. Membership consultation of proposed changes: • EOI for members review group • Regular updates from NO • Engagement through branches adea.com.au

  8. ....How 3. Legal advice to ensure: • Any rephrasing of a clause does not alter intent • No current membership eligibility/class is excluded • Board and office holders remain current 4. Statutory requirement adherence • Special resolution notification and voting at AGM adea.com.au

  9. When • Board review committee has met and undertaken scoping • EOI for members review group 2 May member update • Branch executives engaged – meeting early June • As suggestions for change agreed with review process – to members for consultation • Legal review of all changes • Completion dependent on steps above adea.com.au

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