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Round 3 Consultation Document-Set
Discussion Draft of a New Constitution

Version of 12 June 2022

This is the current draft of the proposed new constitutional document.

CRWG will continue refining it, to reflect the input provided by members, staff and the law firm contracted to assist in ensuring the document achieves its purposes and is compliant with relevant laws.

There are three other documents in the set:

The Proposal has been designed so as to leave open the question as to whether the Society will continue as an association, or reincorporate as a company limited by guarantee. As the constitutional features become clearer, that decision becomes easier to make.

Legal advice may affect a variety of aspects of the wording, and some of the detailed content in the current draft may later be moved to the By-Laws in order to streamline the consitutional document.

How to Provide Your Comments on This Document

For each major clause in this Draft Constitution, a web-form is provided. It generates a posting to the Online Forum. You can respond in this way at any time. If you wish to read other people's responses, and the conversations on each topic, you need to login to that Forum (if you've already joined it), or register as a new participant in the Forum.

You can comment on any clause, in any sequence you like. It is not necessary to comment on all of them.

Alternatively, you can submit text or an attachment via the Submission Form, or participate in one of the discussion sessions organised by the Branches, national Committees and CRWG, as advertised on the landing-page.

All Capitalised Terms are defined within this Constitution, in clause 15.1

References [in square brackets] are to the relevant element in the Round 2 Report.

Text in red presents options and alternatives for members' consideration.

Contents

1. The Organisation and Its Nature and Values

2. Powers of the Society

3. Not-for-Profit Provisions

4. Society Membership

5. Rights of Society Members

6. General Meetings

7. By-Laws

8. Branches

9. Panels

10. Congress

11. The Governing Committee

12. Accountability of the Governing Committee

13. The Chief Executive Officer

14. Other Provisions

15. Definitions and Interpretation

16. Transitional Provisions

1. The Organisation and Its Nature and Values

[ This section draws together and embeds in the constitutional document expressions of what the Society is, and is about. The text represents guidance to the Governing Committee. It also establishes the criteria against which Congress, Branch Committees and Society Members can assess the performance of the Governing Committee. The accountability of the Governing Committee and its members is expressly linked to these provisions by clauses 11.2(a) and 12.1. ]

1.1 The name of the organisation is the Australian Computer Society.

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1.2 The organisation is not for profit.

[ For further details, see clause 3. ]

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1.3 The Society is a professional society. [ 1.1.1a ]

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1.4 The Society comprises grades of professional members and other members. [ 1.1.1b ]

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1.5 Professional membership grades are distinguished from other membership grade(s) by means of entry and promotion eligibility criteria that: [ 1.2.3 ]

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1.6 The Society is governed by the Governing Committee on behalf of its professional members. [ 1.1.1c ]

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1.7 The Foundational Value of the Society is commitment to the public good, by means of:

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1.8 The Society's Mission is to advance capabilities in, and applications of, information and communications technologies and practices, for the benefit of the Australian public. [ 2.2.1, 2.2.2 ]

[ The Mission statement is a revised version of the current Principal Object, which is: "To promote the development of Australian information and communications technology resources". ]

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1.9 The Society's Purposes are: [ 2.3.3 ]

[ The Purposes are the (to date, unchanged) text of the current Secondary Objects. During Rounds 1 and 2, members showed limited enthusiasm for amendments. It may be that the possibility should now be reconsidered. However, changes to this clause are subject to legal advice. ]

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1.10 The Society is required to [ 1.1.1e ]:

[ This establishes constitutional requirements in relation to the Code of Ethics. It keeps the Code outside the Constitution, but requires that the Code be part of the By-Laws, and subject to Member Approval, under clause 7 and Schedule A. ]

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1.11 The following parts of the By-Laws are integral parts of this expression of the Nature and Values of the Society:

[ This enables several elements of the expression of the Society's values to be adapted more quickly than they would be if embedded in the constitutional document. Items (a) and (c) are subject to Member Approval, under clause 7 and Schedule A. Item (b) is an expanded version of the Code of Ethics, and is subject to approval by the Governing Committee, under clause 7 and Schedule C. ]

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If you want to make general comments on clause 1 as a whole, please insert them here:

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2. Powers of the Society

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[ This section ensures that the Society has the powers necessary to achieve its Mission and perform its functions. As with all other segments, it is subject to legal review to ensure that it achieves its purpose within the constraints set by the law. ]

2.1 The Society's Powers

The Society has all of the powers of an individual and of an incorporated organisation.

2.2 Constraint on the Use of the Society's Powers

The Society may only use its powers in ways that are consistent with its Nature and Values as expressed in clause 1.

3. Not-for-Profit Provisions

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[ This section draws together the various elements that articulate the cl.1.2 declaration that the Society is a not-for-profit organisation. This is subject to a range of regulatory requirements. ]

3.1 No Payment or Transfer to Society Members

All of the income and property of the Society is to be applied solely towards the promotion of the Purposes of the Society as set out in this Constitution. No portion of either income or property of the Society may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise to the persons who at any time are or have been Society Members.

3.2 Payments in Good Faith

Notwithstanding clause 3.1, the Society may make payments in good faith for:

3.3 Contribution on Winding-Up

3.4 Distribution of Property on Winding-Up

4. Society Membership

[ This section establishes the framework for the Society's membership provisions, and requires details to be specified in the By-Laws (to avoid undue length and undue difficulties in ongoing adaptation), with key aspects subject to Member Approval under clause 7 and Schedule A. ]

[ Note that the terms 'member' and 'Member' are highly ambiguous. They are therefore avoided where possible, and where used always qualified (e.g. 'member of Congress'). ]

[ Two subtly different membership terms are explained in annotations at the end of this clause. ]

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4.1 Natural Persons

Society Members must be natural persons.

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4.2 Professional Membership Grades

Professional membership Grades [ 1.2.1, 1.2.3 ]:

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4.3 Other Membership Grades

Other membership Grade(s) [1.2.2, 1.2.3]:

ALTERNATIVES:
Are subject to approval by the membership;
Are subject to ratification by the membership;
Are subject to approval by the Governing Committee;

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4.4 Obligations of a Society Member

  1. (a) Each Society Member is bound to comply with the terms of this Constitution, including the Values of the Society as expressed in clause 1, and is required to defend and promote those Values.

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4.5 Fees

[ The Principles are subject to Member Approval under clause 7 and Schedule A, whereas the Fee Schedule is subject to Governing Committee approval under Schedule C. ]

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4.6 Register of Society Members

The Society is to maintain a Register of Society Members.

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4.7 Cessation of Society Membership

Note: Unless you have auto-fill set, you need to paste your email-address into the relevant field in each response block.

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4.8 Member Administration

The Society is to establish and maintain By-Laws relating to all key aspects of the administration of Society membership, including application, assessment, admission, fees, payment, deregistration, reinstatement and disciplinary structures and processes.

[ Multiple segments of the National Regulations already deal with many of these matters. Generally, see Schedule C, except for Dispute Resolution Procedures and Principles Underlying the Fee Schedule, including gratis memberships, for which see Schedule A. ]

[ The current Rules 6 and 7 - which establish the disciplinary provisions, or a revised version of them, need to be promulgated as a By-Law no later than the date on which the new constitutional document takes effect.]

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[ The following annotations explain why two subtly different membership terms are defined:

[ This means what is casually referred to as 'member of the ACS' (as distinct from a 'Member of the ACS' who has the right to the postnominal MACS);

[ This means a member of the association called the ACS, or of the company limited by guarantee (CLG) called the ACS if and when the Society converts from an association to a CLG.

[ Each Society Member has the right to be an Organisational Member as well.

[ The only material differences that arise if a person is both kinds of Member are:

[ If the Society remains an association when the new constitutional document comes into force, each person who is part of the then Society Membership automatically becomes both a Society Member and an Organisational Member.

[ On the other hand, if the Society changes to a CLG on the date that the new constitutional document comes into force, each person who is part of the then Society Membership:

[ If the Society changes to a CLG, each Society Member is to be provided at least one opportunity to signify consent. That opportunity is to be provided in advance of the date on which the new constitutional document comes into force or the date on which the first election of the members of the Governing Committee is held, whichever occurs first.

[ Unless and until a member takes that opportunity, they will be unable to vote, because they are not 'a member of the corporation'.

[ Each Society Member who has not signified that they wish to become an Organisational Member may do so at any time, and is to be given the opportunity to do so on each occasion that they renew their Society Membership (and, in the case of new members, on the application form). ]

5. Rights of Society Members

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[ This section establishes the rights of members, but delegates aspects that may need to adapt over time to By-Laws that are subject to Member Approval. ]

5.1 Voting Rights

ALTERNATIVE 1: (ii) is a citizen or permanent resident of Australia [ the status quo ];

ALTERNATIVE 2: (ii) is not a resident of Australia at the relevant time;

ALTERNATIVE 3: (ii) is null [ i.e. delete sub-clause (ii) ];

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5.2 Member Services

A Society Member has the right to enjoy services provided by the Society in fulfilment of the Society's Mission and Purposes.

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5.3 Dispute Resolution

The Society is required to [1.2.4]:

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5.4 Communications with the Society

The Society has an obligation to provide, and Society Members have a right to, the following:

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5.5 Inter-Member Communications

The Society has an obligation to provide, and Society Members have a right to, the following [1.2.5]:

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5.6 Transferability of Rights

The rights arising from Society Membership are not transferable.

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5.7 Online Voting

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5.8 Access to the Register of Society Members

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6. General Meetings

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[ This section contains largely mainstream provisions, but with some custom aspects that carry over existing rights, or implement features requested by participants during the consultation process. ]

6.1 Calling of General Meetings

ALTERNATIVE: Replace "five" with "four".

ALTERNATIVE: Replace "10" with "one or more of the".

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6.2 Form of General Meetings

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6.3 Notice of General Meetings

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6.4 Voting

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6.5 Business at General Meetings

The ordinary business of an Annual General Meeting must include:

OPTION: Sub-clause (b) is for consideration.

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6.6 The Meeting Chair

OPTION: If at cl.11.4(bA), the Option of one or more Vice-Chairs is adopted, the Vice-Chair needs an entitlement when the Chair does not exercise their own entitlement.

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6.7 Quorum

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6.8 Adjournment

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6.9 Amendments to the Constitution Proposed by the Governing Committee

OPTION: Append "or Congress" (in which case, append to the heading as well).

OPTION: Replace "3 months" with "6 weeks".

ALTERNATIVE sub-clause (c): The Governing Committee must send written notice of each proposed amendment to the Constitution to each Society Member at least { 3 months OR 6 weeks } before the General Meeting at which the resolution is to be put.

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6.10 Amendments to the Constitution Proposed by Voting Members

OPTION: Replace "2 months" with "6 weeks".

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6.11 Members' Resolutions and Statements

OPTION: Clause 6.11 is for consideration.

[ A clause of this nature is found in some templates and exemplars. It may require further adaptation to fit the Society's needs. Alternatively, it may be seen as redundant, particularly given the inclusion of cl.5.5, requiring the provision of communication channels among members. ]

  1. If the Governing Committee determines that the statement may not be presented, it is required to outline the reasons for this decision within 5 business days of receipt. The Group providing the Members Statement may present an amended statement that is acceptable within 7 days thereafter.

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6.12 Proxies

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6.13 Appointment of an Attorney

Any Society Member may, by duly executed power of attorney, appoint an attorney to act on the Society Member's behalf at all or certain specified meetings of the Society. A copy of that power of attorney is to be made available for inspection by the Society.

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7. By-Laws

[ This clause establishes the requirement for By-Laws, and specifies a minimum (and substantial) set of documents. Most of these exist and are carried over by Transitional Provisions in cl. 16.6. However. all existing documents (National Regulations and others) require review and adaptation, and some may need to be created from scratch. ]

The Governing Committee is to ensure that the Society has and maintains By-Laws as required by any provision of this Constitution, including Schedules A-C.

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8. Branches

[ This clause establishes the basis for and powers of Branches and Branch Committees, and ensures that the relevant By-Laws are subject to Member Approval. ]

The Society is required to:

ALTERNATIVE to (a): Establish and maintain a set of Branches, such that:
(i) Each region of Australia is the responsibility of one and only one Branch;
(ii) Each State or Territory is the responsibility of a separate Branch; but
(iii) Branches may agree to assign responsibility for a sub-region within their State or Territory to another Branch where this is agreed to benefit members.

  1. [ If cl.5.1(b)(ii) is changed to enable the vote for professional members who are not either Australian citizens or permanent residents, then either:
  2. [ If both (A) and (B) are applied, sub-clause (g)(i) would then read as follows: "if the person is not at the time a resident of Australia and is not either a citizen or permanent resident of Australia, to the Overseas Group, but subject to a discretion whereby a person who applies for allocation to a particular Branch may be permitted to be so allocated". ]

OPTION: sub-clause (h) is for consideration:

ALTERNATIVE: Financially support any Branch or Chapter that is challenged by significantly lower population density, larger physical distances to events or higher costs per member relative to the 'Society average'.

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9. Panels

[ This clause establishes the basis for and powers of Panels and ensures that the relevant By-Laws are subject to Member Approval. ]

The Society is required to:

ALTERNATIVE: In the above clause, replace 'Society' with 'Governing Committee'.

  1. (b) Ensure that each Panel is delegated sufficient powers and resources to perform its functions;

OPTION: sub-clause (e) is for consideration:

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10. Congress

[ This clause contains the provisions necessary to establish and empower the Congress. ]

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10.1 Powers

OPTION: elect and remove a member from the Chair of the Governing Committee;

ALTERNATIVE: 5 years in the previous 7;

[ This clause does not apply to Panels. The List of Panels is in Schedule A, and hence subject to Member Approval. The Governing Committee cannot establish, disestablish or materially amend the Terms of Reference of a Panel without an Online Vote of the Members. ]

ALTERNATIVE 1: Members of Congress are entitled to sit as observers on meetings of Governing Committee, and to participate in particular items at Governing Committee meetings.

ALTERNATIVE 2: Replace "are entitled to sit" with "may be invited, and may request an invitation,".

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10.2 Duties

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10.3 Members of Congress
(a) Election of Members

[ Three Alternatives are offered. The first Alternative strives for a mix of Branch Committee and 'at large' Congress Reps who are not on Branch Committee. The second Alternative appoints elected office-bearers as Congress Reps. The third allows any professional member to stand, but Branch Committee chooses. ]

[ The Alternatives are followed by several clauses that apply in any case. ]

ALTERNATIVE 1:

ALTERNATIVE 2:

[ Under Option 2, all Congress Reps are ex officio positions. ]

ALTERNATIVE 3:

[ Under Option 3, there are no ex officio roles, but any professional member in the Branch Committee can stand, and the Branch Committee elects the Congress Representatives. Branch Committee members are likely to be in a better position than members generally to filter out unprepared candidates. ]

[ The following clauses apply whichever Alternative is chosen. ]

OPTION 1: In sub-clause (X+2), Replace "proposer" with "proposer and seconder".

OPTION 2: In sub-clause (X+2), Delete "and their proposer".

[ There appears to be no Rule or By-Law requiring proposers and seconders for positions on Management Committee or Congress, and the practice is that neither a proposer nor a seconder is required. Nominations for Branch Executive Committee roles currently require a proposer but no seconder (NatReg 8.4.4). Self-nomination, i.e. without either a proposer or seconder, is entirely possible. ]

[ This is commonly referred to as 'optional preferential' voting. An alternative approach is to treat this is as a procedural matter, and delegate it the By-Laws, probably subject to either Schedule A (Member Approval) or Schedule B (Member Ratification). ]

(b) Election of the Chair of Congress

Option: Append "but on completion of their term the person is not thereby ineligible for re-election".

Option: Replace "2 years" with "4 years", and "4 years" with "6 years".

[ The effect is to permit a maximum of either 2 full 2-year terms OR, with the option, 3 full 2-year terms.

(c) Cessation

A person ceases to be a member of Congress when they:

(d) Casual Vacancies

When a vacancy arises on Congress, due to the cessation of a member under any provision of cl. 10.3(c), the relevant Branch Committee must elect a replacement, who must satisfy the eligibility requirements in cl.10(3)(a)(vi), and who serves the remainder of the current term of that position.

Option: Replace "elect" with "appoint".

[ Election of replacements within the 2-year cycle would be likely to be seen as onerous and may be unpopular. Members would appear likely to be comfortable with Branch Committee appointing a replacement for the remainder of the term. For short-term vacancies, sub-clause (e) is also relevant. ]

(e) Alternative Members

The relevant Branch Committee may appoint an alternative member for a period of time not exceeding the remainder of the incumbent's term:

An alternative member must satisfy the eligibility requirements in cl.10(3)(a)(vi), but need not be a member of the Branch Committee.

[ This feature:

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10.4 Proceedings of Congress
(a) Meetings

Option: Replace "three" with "two".

Option: Replace "Any member of Congress " with "any three members of Congress".

Option: Replace "Any member of Congress " with "members from at least three Branches".

(b) Use of Technology to Hold Meetings

[ The expression 'technology' is intended to encompass not only relatively sophisticated video-and-audio services but also simpler forms such as a phone-call, an SMS vote, and an app for voting. ]

[ A provision of this nature might be instead expressed elsewhere in the Constitution and applied to all meetings of Government Committee, Congress and all sub-organisations. See also cls.6.2 and 11.6(b). ]

(c) The Meeting Chair

(d) Secretary or Governance Officer

Congress is to appoint at least one Secretary, who may be a member of Congress, or a Governance Officer, who is responsible to Congress for preparing the agendas and maintaining the minutes and other records of Congress meetings.

(e) Resolutions

[ The term Circular Resolutions might be defined in s.15.1 Definitions, enabling this sub-clause and cl.11.6(e) to be expressed more simply. ]

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11. The Governing Committee

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[ This clause contains the provisions necessary to establish and empower the governing committee. ]

11.1 Powers

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11.2 Duties

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11.3 Members of the Governing Committee [5.1-5.3]
(a) Number

OPTION: Replace 11 with 9, 10 or 12.
OPTION: Replace "including" with "excluding".

(b) Eligibility

A candidate may be elected to the Governing Committee if they, at the time that the election commences:

OPTION: sub-clause (iiA) is for consideration:

OPTION: REPLACE "7 years in the previous 9-year period" with "6 years in the previous 8 year-year period".

OPTION: APPEND: ... subject to the proviso that a member of the Governing Committee who is Chair at the time their second 3-year term expires is eligible to stand for a third consecutive term on the Governing Committee;

(c) Term

OPTION 1: In subclause (i), REPLACE "1 January" with "1 February", and "31 December" with "31 January";

OPTION 2: In subclause (i), REPLACE "1 January" with "1 July", and "30 December" with "31 June".

(d) Supplementary Appointments [5.2.5]

[ The members of the Governing Committee are part-time and unremunerated. So there are arguments in favour of them being able to acquire expertise that makes good any material shortfalls in their own expertise.

{ There are also arguments that this kind of expertise can be acquired by the Governing Committee under contract, and provided directly to Governing Committee. ]

OPTION: sub-clause (d) is for consideration:

The Governing Committee has the power to appoint external members, subject to the following conditions being fulfilled:

OPTION: in sub-clause (iii), REPLACE "the next" with "the next but one".

[ There are arguments in favour of the Governing Committee, given that they are part-time and unremunerated, being able to acquire expertise that makes good any material shortfalls in their own expertise. There are also arguments that this kind of expertise can be acquired by the Governing Committee under contract, and provided directly to Governing Committee. ]

(e) Payments

OPTION: sub-clause (ii) is only relevant if Option (d) immediately above is selected:

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11.4 Election, Appointment and Cessation of Members of the Governing Committee
(a) Election of Members of the Governing Committee

OPTION: sub-clause (vi) is for consideration:

SUB-OPTION: if sub-clause (vi) is adopted, sub-clause (vii) is for consideration:

FURTHER OPTION: sub-clause (viii) is for consideration:

(b) Election of the Chair

ALTERNATIVES: in sub-clause (i), replace "X" with: "The Governing Committee", OR "The Congress", OR "The Voting Members".

FURTHER ALTERNATIVE: in sub-clause (i), replace "one of the members of the Governing Committee" with: "a candidate who satisfies the eligibility criteria under cl. 11.3(b)".

FURTHER OPTION: INSERT sub-clause (iA):

OPTION: APPEND "but on completion of their term the person is not thereby ineligible for re-election"

(bA)

OPTION: sub-clause (bA) is for consideration:

The Governing Committee may elect as Vice-Chair of the Governing Committee one of the members of the Governing Committee other than the Chair.

OPTION 1: REPLACE "may" with "must".

OPTION 2: REPLACE "one" with "one or more".

[ The Constitution is designed to avoid a vacancy in the Chair, or a temporary absence of the Chair (e.g. on holidays or during short-term illness), having any effect on the operations of the Governing Committee. It does not appear that the law creates any difficulties because, during such periods, it is open to the Governing Committee to appoint an Acting Chair, not only as Meeting Chair, but also more generally.

[ However, there may be benefits in one or more Vice-Chairs being designated, who can, in particular, fulfil public engagements on behalf of the Society. ]

[ The same approach might be taken to a role of Treasurer, or Secretary. ]

(c) Cessation

A person ceases to be a member of the Governing Committee when they:

(d) Casual Vacancies

OPTION: in sub-clause (i) and/or (ii), REPLACE "Congress" with "Governing Committee" OR "the Voting Members".

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11.5 Relationships with External Organisations

The Governing Committee is empowered and required to: [4.1.5]

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11.6 Proceedings of the Governing Committee
(a) Meetings

OPTION: REPLACE "eight" with "six".

OPTION: REPLACE "Any member of the Governing Committee" with "Any two members of Governing Committee".

(b) Use of Technology to Hold Meetings

(c) The Meeting Chair

(d) Secretary or Governance Officer

The Governing Committee is to appoint at least one Secretary, who may be a member of the Governing Committee, or a Governance Officer, who is responsible to the Governing Committee for:

(e) Resolutions

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12. Accountability of the Governing Committee

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[ This clause contains provisions necessary to establish the means whereby the governing committee will be effectively, not merely nominally, accountable to the membership. ]

12.1 Consistency with the Nature and Values of the Society

The Governing Committee is responsible for ensuring that decisions made by the Governing Committee, and on behalf of the Society under delegation, are consistent with the Nature, Values, Mission and Purposes of the Society, as expressed in this Constitution.
[1.1.1f, 2.3.1, 3.1.1, 5.4.1]

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12.2 Criteria for Society Activities

The Governing Committee must ensure that all activities of the Society: [3.1.2]

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12.3 Transparency

The Governing Committee is required to: [5.4.2]

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12.4 Engagement

The Governing Committee is required: [5.4.3, 2.4.2?]

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12.5 Branch Committee Communication of Dissatisfaction

In the event that any Branch Committee resolves to communicate to the Governing Committee dissatisfaction of members in relation to particular matters, whether through a Motion of Concern or a Motion of Serious Concern, the Governing Committee is required to: [5.4.4]

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12.6 Removal of Committee Members

A member of the Governing Committee may be removed on the grounds that they have behaved in a manner materially inconsistent with any of their duties under the law or the Constitution, including under clauses 12.1 to 12.4. The process of removal must respect due process and procedural fairness, but may be by any of the following means: [5.4.7]

OPTION: sub-clause (c) is for consideration:

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12.7 Publication of Minutes

The Governing Committee is required to:

OPTION: sub-clause (b) is for consideration:

SUB-OPTION: Replace "each senior executive" with "the Chief Executive Officer".

OPTION: sub-clause (b) is for consideration:

  1. (c) publish to Society Members the annual reports against the Key Performance Indicators of:
    1. each major national Committee; and
    2. each Panel

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12.8 Member Approval of Governing Committee Decisions

In respect of the categories of decision listed in clause 12.8(d): [5.4.6, 5.5.1]

OPTION: sub-clause (iii) is for consideration:

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12.9 Member Ratification of Governing Committee Decisions

In respect of the categories of decision listed in clause 12.9(c): [5.4.5, 5.5.2]

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If you want to make general comments on clause 12 as a whole, please insert them here:



13. The Chief Executive Officer

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[ This clause contains the provisions necessary to establish and empower the CEO. ]

13.1 Subject to the law, the Constitution and the By-Laws:

OPTION: Append: ... subject to any policy requirements set by the Congress.

13.2 The Chief Executive Officer is responsible to the Governing Committee for the day-to-day management of the Society.

13.3 The Governing Committee may provide instructions to the Chief Executive Officer from time to time in relation to tasks in support of strategy and policy.

OPTION: Replace "instructions" with "additional specific delegations".

13.4 The Governing Committee may revoke or vary any instructions to the Chief Executive Officer.

OPTION: Replace "instructions" with "additional specific delegations".

13.5 The Chief Executive Officer may not be a member of any Committee of the Society.

13.6 In relation to meetings of the Governing Committee and the Congress:

OPTION: Replace "all relevant items of their meetings" with "all items of their meetings other than those in which the Chief Executive Officer has a personal interest".

13.7 The Chief Executive Officer may attend any meeting of any Committee of the Society, and has the right to speak and be heard, but not to move, second, or vote.

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14. Other Provisions

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14.1 Financial Records

14.2 Auditor

14.3 Indemnity

14.4 Notices

14.5 Enforcement

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15. Definitions and Interpretations

15.1 Definitions

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Annual General Meeting means the Annual General Meeting of Society Members.

Auditor means the auditor or auditors of the Society.

Branch means a sub-organisation within the Society that manages activities within a geographical territory defined in accordance with clause 8 and the By-Laws.

Branch Chair means the member of a Branch Committee elected to perform the function of chairing that Committee in accordance with clause 8 and the By-Laws.

Branch Committee means a body of the kind specified in clause 8(e)-(h).

Chapter means a sub-organisation within a Branch that manages activities within a geographical region within that Branch's geographical territory, as determined by the relevant Branch Committee from time to time.

Code of Ethics means the Code required under clause 1.10.

Community of Practice means a sub-organisation within the Society that manages activities and services:

Congress means the body specified in clause 10.

Constitution means this constitutional document.

Electronic Means, in relation to the service of notices, means the service of notices by the use of any technology that achieves appropriate levels of reliability of delivery, and of evidence of delivery.

[ See also Online Voting. ]

Extraordinary Meeting means a General Meeting of Society Members other than an Annual General Meeting.

Financial, in respect of an Organisational Member or a Voting Member, means an Organisational Member or Voting Member who has no fees outstanding at the relevant time, in particular shortly before the commencement of a General Meeting or of a Vote using Online Voting.

General Meeting means an Annual General Meeting or an Extraordinary Meeting of the Society.

Governing Committee means the body specified in clause 11, which performs the function of a governing body as recognised by relevant legislation.

[ Depending on the form of incorporation, the legislation may refer to the governing body as, for example, "the committee of the association" or "the board". ]

Grade means a category of Society Membership defined in accordance with clauses 4.2 and 4.3 and the By-Laws.

Linked Meeting Place means a location separate from the main place of a General Meeting and that is linked to that main place by synchronous audio-visual communication facilities that provide Society Members in that location a reasonable opportunity to participate in proceedings in the main place, and enable the Voting Members in that location to cast a vote. For the avoidance of doubt, any person present at the additional location is deemed to be present at the place of the meeting.

Meeting Chair means the person who, at any given time, is performing the function of chairing any particular meeting of any particular organ of the Society.

Member means a person in the grade of Society Members called "Member" who meets the applicable qualifications as set out in the By-Laws approved by the Voting Members from time to time.

Member Approval means agreement by the Voting Members in accordance with cl. 12.8.

Member Ratification means agreement by the Voting Members in accordance with cl. 12.9.

Membership Register means the register of Organisational and Society Members kept pursuant to law.

Motion of Concern means a resolution of a Branch Committee whose purpose is to communicate to the Governing Committee dissatisfaction of members in relation to particular matters, which motion need not have been published to the members.

Motion of Serious Concern means a resolution of a Branch Committee whose purpose is to communicate to the Governing Committee dissatisfaction of members in relation to particular matters, which motion has been published to the members.

Non-Voting Member means a Society Member who does not have a right to vote under either clause 5.1(b) or clause 5.1(c).

Online Voting means voting by electronic means approved in accordance with the law, this Constitution and the By-Laws, using procedures and rules expressed in the By-Laws and approved by the Voting Members in relation to, in particular, the manner in which a vote by electronic means may be cast, the time-period within which such a vote may be cast, the circumstances in which such a vote will be valid, and the effect of a Voting Member casting both a direct vote and a vote in any other manner.

[ The definition of Online Voting, and related provisions, is subject to legal review, to ensure that it is effective and consistent with legal requirements. ]

Open Vote means a system of voting in which voters indicate their choices in a manner visible to those present, such as by a show of hands or equivalent indications in dispersed and technologically-supported meetings.

Organisation means the incorporated body.

Organisational Member means a member of the incorporated body.

Overseas Group means a group to which all those Society Members are assigned who are not members of a Branch, in accordance with clause 8(g).

Panel means a committee reporting to the Governing Committee that is established and maintained under clause 9 and the By-Laws.

Professional Division means those Grades defined in the By-Laws to be professional grades of membership, in accordance with clauses 1.5 and 4.2(a).

Secret Ballot means a system of voting in which voters designate their choices by some relatively secure means, such as marks on an unidentified ballot paper placed in a ballot box, or an online form operated using software designed to not disclose any voter's choices.

Society means the organisation that is incorporated as the Australian Computer Society.

Society Member means a member of the Society in any Grade.

Sub-Society means a sub-organisation within the Society that operates relatively independently from the Society as a whole, but is supported by the Society, complies with the Society's Constitution and its own Charter, and includes in its communications an indication of its relationship with the Society;

Voting Member means a Society Member who has a right to vote under either clause 5.1(b) or clause 5.1(c).

If you want to make comments on clause 15.1, please insert them here:

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15.2 Interpretation

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16. Transitional Provisions

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[ Multiple provisions are needed to ensure as smooth a transition as practicable from the Society's operation under the existing Rules to operation under the new constitutional document. ]

16.1 Validity of Prior Actions

Everything done under the previous Rules of the Australian Computer Society Incorporated continues to have the same operation and effect after the date on which this Constitution comes into force as if properly done under this Constitution.

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16.2 The Initial Governing Committee

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16.3 Interim Governing Committee Members

If, on the date when this Constitution comes into force, no election has been held, then, notwithstanding the provisions in this Constitution relating to retirements and maximum terms of Governing Committee members, each of the members of the Management Committee of the Society at that date shall be deemed to be a member of the Governing Committee for a sufficient period to enable the first elections of Governing Committee members to be undertaken in an orderly manner, after which they (unless elected through that process) shall cease to be members of the Governing Committee.

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16.4 Prior Service on Management Committee

In respect of each member of the Management Committee during the 2 years preceding the date on which this Constitution comes into force, the term they have served on the Management Committee counts towards determining the term that they have served as a member of the Governing Committee for the purposes of cl. 10.2.

[ The '2 years' provision caters for the fact that, under cl. 10.2, the 'maximum term' threshold is defined as "may not be elected if they have served in that capacity for more than 7 years in the previous 9-year period". ]

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16.5 Existing Internal Organs

At the date on which this Constitution comes into effect, all then-existing sub-organisations of the Society continue as sub-organisations of the Society.

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16.6 Existing Regulations and Additional Required Documents to be By-Laws

At the date on which this Constitution comes into effect, the then-current versions of each document in each of Schedule A, Schedule B and Schedule C is adopted into the By-Laws.

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16.7 Society Members

At the date on which this Constitution comes into effect, each person who is part of the then Membership continues to be a Society Member, in the grade in which they were at that time.

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16.8 Organisational Members

At the date on which this Constitution comes into effect:

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16.9 Voting Rights of Associates

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Schedule A

[ Document-titles in italics may or may not exist at the date this Constitution comes into force. All documents require review. Many may require at least some degree of revision. ]

The following documents are adopted as By-Laws, and are subject to Member Approval:

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Schedule B

The following documents are adopted as By-Laws, and are subject to Member Ratification:

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Schedule C

The following documents are adopted as By-Laws, and are subject to Governing Committee Approval:

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