Australian Computer Society – Constitutional Reform Working Group

Round 2 - Elements of a Constitutional Document
THE CONSULTATION DOCUMENT

Version of 5 February 2022
With the Web-Forms newly inserted into each section

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'):

• The first round related to the principles to be applied (in effect the requirements elicitation phase);
• The second is concerned with elements of a constitution (the conceptual design)
• In the third round, the focus will be on the wording of clauses to implement the desired elements (detailed design).

This is the Consultation Document to support Round 2, and is concerned with the elements of a constitution. The other documents in the set are the Question List (where you can provide your input), and the Elements List (which is an index to the Questions).

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

• A review was undertaken of the Report back to ACS Members on their input during Round 1 of the consultation process, in order to develop a list of items raised to date;
• An environmental scan was conducted of the required, conventional and optional contents of constitutions, resulting in additional contender items;
• An inspection of the current ACS Rules and National Regulations was performed, in order to identify further contender items; and
• The resultant super-set of items was reorganised, to minimise duplications and improve the list's coherence.

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:

• be delegated to the governing committee; or
• require ratification, or approval, by the professional membership, which can be:
  • through online voting, with an approval threshold of 50%; or
  • at a General Meeting, with an approval threshold of 75%.

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 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:

• Declaration that the ACS is a professional society;
• Declaration that the ACS comprises professional people;
• Declaration that the ACS is governed by those professionals;
• Declaration that the ACS's foundational value is commitment to the public good, by means of the promulgation of professionalism in the field of ICT, and the provision of services to its members members in order to assist them to develop, maintain and extend their expertise for application in the interest of others;
• The ACS Code of Ethics;
• Declaration that the ACS must apply the foundational value and the Code of Ethics to all of its decision-making.

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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.

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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:

• Additional possible grades within the Professional Division:
  • A 'Provisional Member' grade for people with relevant qualifications;
  • A 'Practitioner Member' grade for people who satisfy all eligibility criteria for MACS other than the certification requirements for CT/CP;
  • An 'Executive Member' grade for C-suite members in the ICT field;
  • A 'Technician Member' grade for hardware and software service and support specialists.
• Additional possible grades outside the Professional Division:
  • A 'Cadet Member' (or similar) grade for high-school students.

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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.

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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.

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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:

• 'The advancement of computing, information and communications technology and practice'
• 'Information and Communications technologies and their applications and implications'
• 'The ethical and positive use of computers and information technologies to improve society'
• 'The advancement of ICT technology and practice for the benefit of the community'

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2.2.2 Embedment in the Constitution

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

• The Society's Mission, as underpinning all ACS activities, as needing to drive decision rationale, and as a standard against which performance is measured.

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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.

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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.

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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:

• embedded in the constitution;
• declared as underpinning all ACS activities;
• declared as the driver of decision rationale; and
• declared as the standards against which performance is measured.

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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:

• the constitutional document; or
• some other policy document, such as a formal statement of Key Functions.

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:

• As regards Innovation:
  • Inclusion as Key Functions of cooperation with government, business and universities, including contributions such as awards, targeted grants, professional development events, standards and certification pathways; but
  • Exclusion of direct involvement in the IR&D and commercialisation pipeline
• As regards industry associations:
  • Inclusion as Key Functions of engagement with industry associations and constructive relationships with them; but
  • Exclusion of ownership relationships by either with the other, because of:
    • the conflict between the nature of the ACS as a society of individuals and that of industry associations as collaborations among organisations
    • the possibility of conflict between the Society's obligations to the public good and the obligations of industry associations to their corporate members

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2.4.2 Member Involvement

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

• Improvements in the processes by which members can contribute to:
  • national strategy;
  • the development of the Society's public policy positions;
  • the achievement of consensus on public policy positions;
  • the development of publications on ICT matters that are intended to communicate information to the public generally.

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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.

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3.1.2 Requirement to Support Professional Activities

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

• Additional activities are to be entered into for the primary purpose of supporting the
  professional activities of the ACS by generating surplus that can be applied to ACS's Key Functions, or otherwise providing material benefits to society and/or the ACS membership; and
• Additional activities are not to be entered into or continued where significant risk exists of material losses

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 Embedment of Transparency, Engagement and Accountability

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

• Transparency to the membership about the evaluation criteria to be applied to decisions about the creation, adaptation or continuation of additional activities;
• Assurance to the membership that those criteria are actually being applied;
• Adequate transparency about the initiatives being considered, in advance of the decision;
• Meaningful engagement processes; and
• Effective accountability mechanisms, so that safeguards exist against inappropriate initiatives. (See also the elements in section 5.4).

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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:

• Embedment of requirements that:
  • additional activities be placed in one or more separately-managed subsidiaries; and
  • that or those subsidiaries subjected to governance under ethical investment principles;
• Facilitation by the constitution of such an internal structure.

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4. ACS Internal Structures

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

• national organs such as panels, committees, task forces, working groups and SIGs; and
• Branch committees, sub-committees, task forces, working groups and SIGs.

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:

• Sufficiently specific scope for each Panel to enable it to achieve focus;
• Authority to act for each Panel within its defined area, as a Committee of the governing committee with defined delegations, not merely an advisory role;
• Requirement of each Panel to operate as a working group of members supported by staff resources

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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.

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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:

• sufficiently specific scope for each group to enable it to achieve focus;
• authority to act for each group within its defined area, as a Committee of the governing committee with defined delegations, not merely an advisory role, but subject to review and approval by any Panel to which the group is assigned;
• requirement of each group to operate as a working group of members supported by staff resources.

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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:

• Appropriate but practical arrangements for the creation and closure of national groups, and for their scope definition and empowerment;
• Appropriate but practical election and appointment processes for membership of national groups;
• Transparency, engagement and accountability elements in relation to actions and use of funds, including the publication of progress reports to the membership;
• A flexible budget model that is oriented towards facilitation of the performance of the Group's functions, moderated by the need for controls; and
• Clear delineation of responsibilities for groups of members and employed staff, but including obligations on each to engage with the other, and with:
  • Strategy and policy delegated to groups of members rather than staff, and with groups of members supported by staff and not directed by them; and
  • Operational matters delegated to staff rather than groups of members, and, where appropriate, in particular in the smaller Branches, with staff supported by groups of members and not directed by them.

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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:

• Specification of compatibility requirements of an associated organisation, such as:
  • its membership must be only of individuals;
  • its mission must have professionalism central to it;
  • it must be not-for-profit;
  • its scope and mission must be sufficiently related to ICT; and
  • its values, mission and code of ethics must be compatible with those of the ACS
• Constructive partnering with compatible professional societies, e.g. by means of:
  • Memoranda of Understanding (MoUs);
  • cross-accreditation of professional education offerings;
  • discounted joint memberships of two or more professional societies; and
  • co-branding of events;
• The hosting of compatible professional organisations, e.g. as National SIGs;
• Enablement of the organic proliferation of national self-organising groups within ACS, especially as SIGs and virtual communities-of-interest or -practice;
• Provision of convenient and effective service-bundles designed to meet the needs of hosted National SIGs and virtual communities, including a self-managed Web-presence, membership management, communications services, and event support; and
• Provision of such services to associated organisations, but on a fee-for service basis.

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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:

• Branches and Branch Committees as committees of the governing committee;
• Overseas Division, with characteristics distinct from Branches
• Branch Committee leadership responsibility and authority in relation to matters within their region, in a manner consistent with relevant national policies and activities, and reflecting the size and resourcing of each particular Branch, in particular:
  • local events;
  • local services to members;
  • convenient access to the communication channels to their Branch members. See also s.1.2.5 and s.5.4.7 re Communications Channels Among ACS Members;
  • strategy and policy aspects of local activities and programs;
  • relationships with State and Territory government;
  • relationships with professional groups, industry associations and educational institutions within the relevant jurisdiction;
  • management of regional PPP partners; and
  • some direction of local staff, consistent with national policies and workplace law.

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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:

• Branch Chapters and SIGs as committees of the Branch Committee;
• Branch Chapter and SIG responsibilities and authority for local events;
• Provision by ACS of convenient and effective service-bundles designed to meet the needs of Branch Chapters, SIGs and virtual communities, including a self-managed Web-presence, membership management, and communications services.

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:

• Transparency, engagement and accountability elements in relation to actions and use of funds;
• A flexible budget model that is negotiated, not imposed; and
• Inclusion in budgets of discretionary amounts for projects that focus on professional members, and that take advantage of opportunities emerging during the budget year.

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4.2.4 Branch Management

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

• Clear definition of responsibilities among Branch committees, Branch Managers and National Office;
• Matrix management arrangements, based on trust, collaboration and communication;
• Job descriptions and KPIs that involve the Branch Manager and staff working in support of Branch committees, within a national context, and directing Branch Committee members only in respect of operational matters.

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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:

• A minimum level of service nationwide, despite the small size of some Branches and Chapters, and the varying degrees of physical distance separating members from population centres where ACS is active;
• Budgettary cross-subsidies to Branches that operate at small scale and/or across large, sparsely-populated regions.

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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

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:

• A two-tier structure comprising:
  • a large and representive group, indicative size 25, indicative meeting-frequency quarterly, such as the current ACS Congress, designated as the governing committee;
  • a small Executive Committee within that group, to which substantial but reasonably specific delegations are provided, and on which suitable accountability constraints are imposed, indicative size 9, indicative meeting-frequency monthly; or
• A single group, indicative size 9, indicative meeting-frequency monthly or bi-monthly, such as a conventional company Board.

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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:

• a two-tier scheme with a powerless upper layer is capable of protecting the interests of members and the public; or
• a two-tier scheme is only viable for the ACS if the constitution vests the powers in the upper layer, and enables it to delegate some of those powers subject to appropriate and effective forms of accountability.

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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.

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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:

• Eligibility to nominate for election to the governing committee to be limited to members of the Professional Division;
• If a two-tier structure is used, eligibility to nominate for election to the executive committee to be limited to members of the Professional Division;
• No further qualifying conditions to exist, beyond being a financial member at the time of taking up the role - but see also element 5.2.2 immediately below;
• No power by the governing committee to manage or influence nominations, whether through establishment of a nomination committee or otherwise.

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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:

• A requirement that in their candidacy statements, candidates emphasise their qualifications and experience relevant to the functions of a governing committee;
• A requirement of nominees to have previously acquired experience through service on one or more ACS groups of members;
• A requirement that ACS provide nominees or successful candidates with ready access to appropriate training courses;
• A requirement of nominees or successful candidates who have limited qualifications and experience relevant to the functions of a governing committee to undertake an appropriate course of training.

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5.2.3 Term Limits

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

• A requirement that an individual's eligibility for election to the governing committee (and the executive committee if a two-tier model is used) is subject to a limitation as regards the period of service. Examples of such constraints are:
  • a member may not be elected to more than three successive terms;
  • a member may not be elected if at the time of commencement of their new term they have served for more than 7 years in the previous 10 years;
  • a variation in the case of a current Chair, providing for a further extension of 1, 2 or 3 years.

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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:

• The committee's size is to be sufficient to achieve a spread of expertise, and to enable turnover without losing corporate memory;
• The committee's size is to be not unworkably large.

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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:

• Authority for the governing committee to supplement the elected members of the governing committee (and/or the executive committee if a two-tier model is used) by the appointment of a small number of suitably qualified external members of the committee;
• A qualification on that authority in that it can only be exercised in order to address specific, identified weaknesses in the committee's expertise matrix;
• A possible extension beyond the expertise matrix is to give consideration also to diversity and inclusiveness, particularly in relation to gender, race and disability;
• A qualification on that authority, in that it can only be exercised in such a manner as to ensure that there is at all times a substantial majority of elected members;
• A relatively short term of 1 or 2 years, with re-appointment subject to the same qualifications as apply to an initial appointment.

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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:

• The CEO should not be a member of the governing committee (nor of the executive committee if a two-tiered model is used);
• The CEO should have full rights of attendance at and participation in the activities of the governing committee (and of the executive committee if a two-tiered model is used), but no right to move, second or vote on motions.

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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.

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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 simple scheme of one-professional-member / one-vote; and/or
• a wholly 'electoral college' model, featuring:
  • direct election by Branch members of their Branch's college members; and
  • something like the present purposeful bias in favour of smaller Branches; and/or
• a hybrid voting model, partly the conventional single-electorate, one-member / one-vote arrangement, and partly an 'electoral college' model.

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

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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.

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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.

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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:

• Declaration of the criteria against which the appropriateness of decisions of the governing committee is assessed to include the following:
  • the Society's Mission;
  • the Society's Purposes;
  • the Society's Key Functions;
  • the principles for determining the allocation of surplus; and
  • the Code of Ethics
• Inclusion in the constitution of the expression of all of those criteria

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5.4.2 Transparency and Explanation

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

• Transparency to the membership, avoiding a culture of information suppression, and ensuring that sensible questions receive sensible responses;
• Inclusion in communications to members of sufficient explanation of the reasons for major decisions that members can understand the rationale, and its relationship to the criteria;
• A requirement that the Key Performance Indicators (KPIs) of the most senior committees of the Society be published to the membership at the commencement of each reporting period;
• A requirement that reports by the most senior committees of the Society against their Key Performance Indicators (KPIs) be published to the membership after the end of each reporting period;
• A requirement that the Key Performance Indicators (KPIs) of the CEO and other senior staff-members be published to the governing committee at the commencement of each reporting period;
• A requirement that reports by the CEO and other senior staff-members against their Key Performance Indicators (KPIs) be published to the governing committee after the end of each reporting period;

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5.4.3 Engagement with the Membership

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

• Engagement with members, by which is meant meaningful opportunities to provide input, and to see that it is reflected in the decision-making process;
• In the case of significant initiatives, engagement prior to the governing committee entering into commitments.

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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:

• The capacity of each Branch Committee to pass a Motion of Concern, for communication to the governing committee;
• The capacity of each Branch Committee to pass a Motion of Serious Concern, for communication to the governing committee and to the membership.

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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:

• Provisions requiring some categories of decision to be approved by the membership, by online / electronic ballot;
• Such a decision might be specified as requiring a simple majority of 50%, or 67%, or even 75%, of those voting;
• Such a decision might be specified as requiring that votes be cast by some minimum number or proportion of the members who are eligible to vote on the day that the ballot is held;
• Such a decision might be specified as requiring a majority not only among the membership as a whole, but also in a majority of Branches.

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:

• modification of the grades of membership;
• material modification to the qualifications for entry to and retention of grades.

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 Motion of No Confidence in the governing committee and/or in individual members of the governing committee that must be put to a vote at a General Meeting;
• Express mention that the consequence of passage of such a motion is a spill of the relevant positions and the entering of caretaker mode pending the completion of the election process;
• A motion to remove a named person from the governing committee;
• A provision to the effect that such a motion requires a specific threshold proportion of those voting, or is an ordinary resolution or a special resolution;
• A requirement that Society members who are sponsoring such a motion be provided with a practical mechanism whereby they can communicate with all voting members (see also section 1.2.5 in relation to Communications Channels Among ACS Members):
  • when seeking sufficient numbers to force the motion to be put before a General Meeting; and
  • during the period leading up to the vote.
• Express mention of such motions as being mechanisms of last resort, with the previously discussed governance elements intended to be sufficient to achieve the resolution of issues.

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:

• Provisions declaring a number and/or proportion of the membership needed to trigger a General Meeting and/or consideration of a Motion at a General Meeting;
• Provisions declaring a number and/or proportion of the membership that is readily achievable, having regard to the opportunities for sponsors of such a motion to convey the request for support to the membership as a whole
• Provisions declaring that passage of a materially similar Motion by any two Branch Committees triggers a General Meeting and/or consideration of a Motion at a General Meeting.

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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:

• Provisions requiring that the Minutes of governing committee meetings be published in a manner that makes them available to all members, including information about initiatives under discussion, such as new business-lines;
• Provisions enabling a small minority of details to be recorded in an unpublished section of the Minutes, but subject to strict limitations as to the circumstances in which this provision can be invoked.

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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:

• possibly a defined majority of the membership voting in General Meeting; or
• more likely a simple majority of the membership voting in an online / electronic ballot.

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:

• To the extent that the following are not embedded in the constitution (and hence not subject to approval by the members in General Meeting):
  • the Society's Mission;
  • the Society's Purposes;
  • the Society's Key Functions;
  • the principles for determining the allocation of surplus; and
  • Code of Ethics - National Regulations 4;
• Membership Grades - National Regulations 2.1, 2.5;
• Qualifications for Admission - National Regulations 2.2;
• National group Terms of Reference and Procedures for Elections and Operations, including:
  • Branch Committee Terms of Reference and Procedures - National Regulations 8;
  • National Special Interest Group Terms of Reference and Procedures - NatRegs 9;
• Major initiatives, particularly those relating to business-lines;
• Dispute Resolution Procedures;
• Principles underlying the Fee Schedule, including gratis memberships.

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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:

• Any of the elements listed in 5.5.1 that are not made subject to approval by the members in General Meeting, or by the members by a simple majority of the membership by online / electronic ballot;
• Schedule of Fees;
• Code of Ethics Supporting Materials;
• Code of Professional Conduct;
• Course Accreditation - National Regulations 2.4;
• Procedures for Admission of Members - National Regulations 2.3;
• Definitions and Procedures for Special Categories of Membership - National Regulations 2.6-2.8;
• Disciplinary Procedures - Rules 6-7, National Regulations 5;
• Standing Orders for Meetings;
• Procedures for Membership Administration - National Regulations 2.9-2.12, 2.14;
• Membership Fee Administration - National Regulations 3;
• Procedures for Online Voting.

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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.

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Checklist of Elements of a Constitutional Document

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

• Definitions and Interpretation
• Name of the Organisation
• Objects / Mission, Purposes, Powers
• Application of Income / Not-for-Profit provision
• Membership
  [ of the Society and/or of the Entity, depending on the structure chosen ]
  • Liability of Members / Winding-Up (Contribution, Distribution)
  • Categories (Member of Organisation cf. Professional Member cf. associate grades)
  • Transferability
  • Obligations of a Member
  • Rights of a Member (Speaking, Voting in General Meetings, Voting in Online Votes, Notices of Meetings and of Fees, Access to Information and the Register of Members, Calling of Meetings, Proposing Resolutions)
  • Determination of Fees
  • Application, Assessment, Admission, Cessation
  • Register
  • Proxies and Attorneys for Members
  • Late Payment, Reinstatement, Deregistration through Non-Payment
  • Disciplinary Process for a Member
• Dispute Resolution Process
• General Meetings
  • Powers to Convene
  • Notice
  • Proceedings (Online and Hybrid Meetings, Notice, Business, Chair, Quorum, Adjournment, Technology, Voting, Minutes)
  • Procedures for Amendments to the Constitutional Document
  • By-Laws / Regulations
• Members of the Governing Committee
  • Number
  • Qualifications
  • Term
  • Maximum Term
  • Payments
  • Election / Appointment of Directors, Election of Chair
  • Cessation, Casual Vacancies
• The Governing Committee
  • Powers, Duties
  • Proceedings (Online and Hybrid Meetings, Notice, Business, Chair, Quorum, Adjournment, Technology, Voting, Minutes, Circular Resolutions, Delegations)
  • Delegation of Powers
  • Seal
• Chief Executive Officer
• Secretary
• Accounts, Auditor, Records
• Indemnity, Insurance for Officers
• Transitional Provisions (governing committee members, the first election, existing internal committees, existing policy documents)

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