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Version of 12 June 2022
This document provides an overview of the proposed new constitutional document. Its primary focus is on the differences between the new proposal and the current Rules, but it also aims to deliver a complete picture by providing background on aspects that remain the same.
There are three other documents in the set:
The key features outlined in this document are clustered into the following segments:
In each case, a preliminary item provides a very brief statement, and subsequent items identify key features of the proposed new constitutional document, how those features satisfy members' expressed needs, and how they differ from the current Rules.
For each feature listed in this overview, 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 feature, 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.
Links to [clause-numbers in square brackets] are to the relevant clause in the Draft Constitutional Document.
Here are
the
current Rules and
National
Regulations, plus the
Objects
and the
Code
of Ethics
(The files lack internal anchors, so direct links can't be
provided).
The New Constitutional Document
Provisions make clear that the Society is not a vanilla-flavoured association but quite specifically the ICT professional society [cls.1-3].
The Current Rules
The current ACS Rules fail to define the organisation's distinctive character, risking drift away from the mission, purposes and functions that its members expect it to perform.
The New Constitutional Document
Expressions of the Society's nature and values are variously explicit in the new constitutional document (Mission, Purposes) [cls.1.2-1.9], or read into the constitution from the By-Laws (Code of Ethics, Principles for Allocation of Surplus) [cls.1.10-1.11].
The Current Rules
The current ACS Rules contain nothing that establishes the Society's nature and values, with the Objects in an external document, and the Code of Ethics mentioned but not applied.
The New Constitutional Document
The Society's powers are declared [cl.2].
The Current Rules
No substantial differences.
The New Constitutional Document
These are consolidated into a single clause [cl.3].
The Current Rules
Updates have been variously necessary and advisable to reflect changes in the law since the Rules were last amended in 2010.
The New Constitutional Document
This is established as part of the Nature of the Society [cls.1.4-1.7]. The role and rights of members are reinforced by a series of further provisions [cls.4-5].
The Current Rules
Under the current Rules, most of the provisions relating to members are concerned with exercising control over them [Rules 2.2, 3-7].
The New Constitutional Document
A candidate must be in a grade in the Professional Division, financial, and must neither have exceeded the maximum term nor be a current or recent employee [cl. 11.3(b)]. An OPTION is to require candidates for Chair to have understanding of ACS governance, through recent experience on Congress or Governing Committee [cl.11.4(b)(iA)].
The Current Rules
Under the current ACS Rules, there are very tight limitations on candidates, in particular requiring recent service on Congress, resulting in perhaps 1% of Professional Division members being eligible (although Congress has the power to permit others to nominate). The limitations on candidacy for President are even tighter, and only a handful of people are eligible [Rule 8.4.3].
The New Constitutional Document
The right to vote is restricted to members in a grade in the Professional Division, who are citizens or permanent residents of Australia and who are not Students [cl.5.1(a), (b)]. [ Note: The rights of residency criterion, and the student criterion, are undergoing re-evaluation. ]
The existing voting rights of Associates at the date the constitutional document comes into effect are preserved [cl. (c)]; but the voting rights of staff-members are suspended if they have the right to vote solely because of that provision [cl. (d)].
The Current Rules
The current ACS Rules are silent on members' rights, but the effect of the wording in the National Regulations is that all Associates have the right to vote [National Regulations 2.13].
(This derives from the original use of Associate for the entry level within the Professional Division, and the decision taken not to withdraw the right to vote when the eligibility criteria were removed, resulting in a constitutional anomaly).
The New Constitutional Document
Some By-Laws require the approval of members through online voting, some require a ratification process, and others are subject to approval by the Governing Committee [cls. 7, 12.8, 12.9, Schedules A-C]
The Current Rules
Under the current ACS Rules, all By-Laws (currently called National Regulations) are subject to approval solely by the Management Committee [Rules 1.1, 18].
The New Constitutional Document
Communications among members must be facilitated [cl.5.5].
The Current Rules
Under the current ACS Rules, no such requirement or right exists.
The New Constitutional Document
Branches' existence, powers and resourcing are clearly and firmly expressed [cl.8].
The Current Rules
Under the current ACS Rules, they are expressed less clearly and less firmly, and in 2018-21 the powers of Branches to manage activities in their regions were neutered [Rules 1.1, 12.5].
The New Constitutional Document
The term 'Board' is replaced by 'Panel' (to avoid confusion with the Governing Committee). Panels' existence, powers and resourcing are directly expressed [cl.9].
The Current Rules
Under the current ACS Rules, the powers of Boards are expressed less clearly and less firmly, and during 2018-21 the Boards were reduced to a purely advisory role [Rules 1.1, 11.1].
The New Constitutional Document
The Governing Committee is elected by the Congress, whose members are directly elected by the membership. Any professional member can be a candidate [cls.11-14]. The provisions also reflect regulatory changes since the current Rules were established 2012.
The Current Rules
The Management Committee has substantial powers, the process to elect its members is two levels removed from the membership as a whole, and few people are eligible to stand [Rules 10-11, 8].
The New Constitutional Document
The CEO is expressly responsible to the Governing Committee for the day-to-day management of the Society [cl.13.2].
On the other hand, the Society's strategy and policies are expressly the responsibility of the Governing Committee, and delegations to the CEO and staff are required to be specific not general [cl. 13.3].
The Current Rules
Under the current ACS Rules, the delegations relate only to "day-to-day management of the Society" [Rule 10.3.2], but the Management Committee, in the recent past at least, has implicitly delegated de facto authority to the CEO, consultants and staff.
The New Constitutional Document
The Governing Committee comprises 9-11 members, with no role-titles other than Chair (and possibly a Vice-Chair) [cl. 11.3(a)].
The Current Rules
Under the current ACS Rules, all 11 positions on Management Committee have explicit roles: President, 3 Vice-Presidents, Treasurer, 4 National Congress Reps (NCRs), and the Immediate Past President and CEO ex officio [Rules 8.2-8.4, 10.2].
The New Constitutional Document
OPTIONAL FEATURE: The Governing Committee has a tightly defined capability to make short term appointments for up to 2 external members of Governing Committee with important complementary expertise to the members of the then Governing Committee [cl. 11.3(d)]
The Current Rules
Under the current ACS Rules, no such power exists.
The New Constitutional Document
The CEO is present for most items at Governing Committee meetings, and has the right to speak and be heard, but is not a member of Governing Committee and has no right to move or second motions or to vote [cls.13.4-13.5].
The Current Rules
Under the current ACS Rules, the CEO is a member of Management Committee [Rule 8.2].
The New Constitutional Document
Each is elected by Congress for a 3-year term, with 3-4 vacancies arising each year [cl. 11.3(c)].
The Current Rules
Under the current ACS Rules, 2 members are ex officio, and 9 are elected for 2-year terms, with 4-5 vacancies each year [Rules 8.4.5, 8.4.6, 10.5].
The New Constitutional Document
Governing Committee members are elected from the membership as a whole and do not represent their Branches. Branch representation is a byproduct of the elections across a 3-year cycle [cl. 11.4(a)].
The Current Rules
Under the current ACS Rules, NSW and Victoria are each assured a member of Management Committee [Rule 10.4.1], but otherwise Branch representation is a byproduct of elections across a 2-year cycle. (The current ratio is 6 from small Branches and 4 from NSW and Victoria, plus the CEO).
The New Constitutional Document
The Chair of the Governing Committee will be elected ... [cl. 11.4(b)]:
OPTION: { by Congress or the Governing Committee or
the Voting Members }.
OPTION: { require candidates for Chair to have
understanding of ACS governance, through recent experience on Congress or
Governing Committee }.
The Current Rules
Under the current ACS Rules, the person elected as President by Congress is Chair of both Management Committee and Congress [Rules 8.9.4, 10.9.4].
The New Constitutional Document
A member of Governing Committee ... [cl. 11.4(a)(vi)] :
OPTION: { may be precluded from being a member of Congress at the same time OR may be permitted to be a member of both, as at present }.
The Current Rules
Under the current ACS Rules, the members of Management Committee make up 11 of the 26 Congress members. This both creates a conflict of interest between the two roles, and enables Management Committee to dominate Congress.
The New Constitutional Document
An effective Congress is established, distinct from the Governing Committee, and with sufficient powers to enable it to act in the event that the Governing Committee's behaviour is not consistent with the Society's Nature and Values, or with member expectations [cl.10].
One function of the Congress is to act as an electoral college for the Governing Committee, to ensure that the interests of the 6 smaller Branches are not dominated by the large numbers of members in the 2 largest Branches.
The Current Rules
Under the current ACS Rules, the 11 current members of the Management Committee are among the 26 members of Congress. As a result, the effectiveness of Congress can be undermined if the Management Committee members and/or the CEO use their numbers and standing to dominate the agenda [Rule 8].
The New Constitutional Document
Congress comprises c.26 people, all of whom are Congress Representatives (CRs) elected by the membership of each Branch [cl. 10.3(a)]. OPTION: Add the Chair of the Governing Committee.
The Current Rules
Under the current ACS Rules, Congress comprises c.26 people: 12 Branch CRs, 4 who are both a Branch CR on Congress and a National CR on Management Committee, 3 Board Directors, 6 office-bearers on Management Committee, the CEO [Rules 8.2-8.4].
The New Constitutional Document
Each 'small' Branch elects 3 CRs to Congress, and each 'large' Branch elects 4 CRs. A 'large' Branch is one with >20% of the Professional Division membership - currently NSW and Vic - but with a third numerically possible [cl. 10.3(a)].
The Current Rules
Under the current ACS Rules, each Branch elects 2 Branch CRs to Congress [Rules 8.4.1]. In addition, each 'large' Branch (with >25% of the Professional Division membership), viz. NSW and Vic, is assured that 1 of its Branch CRs will also be a National CR on Management Committee [Rule 10.4.1].
The New Constitutional Document
Each Branch Chair is ex officio a CR, and the others are separately elected by the Branch [cl.10.3(a) Option 1], or are other Branch office-bearers elected by the Branch members [Option 2].
The Current Rules
Under the current ACS Rules, Branch members elect members of the Branch Executive Committee (BEC), and the BEC elects the Branch CRs. This results in distance between Management Committee members and the membership as a whole [Rules 8.4.1, NatReg 8.4].
The New Constitutional Document
The 6 small Branches have 18 votes to the 2 large Branches' 8 votes. (This could change to 5 Branches with 15 with the other 3 having 12, if Queensland or Canberra ever achieves 20%). The purpose of this is to avoid dominance by the majority of professional members who are in NSW and Victoria Branches (typically 55%-65%) [cl. 10.3(a)].
The Current Rules
Under the current ACS Rules, the ratio has generally been about 12 + c.5 from small Branches, and 4 + c.4 from large Branches; so about 17 to 8. The current ratio is small:large 16:9, plus the CEO.
The New Constitutional Document
The Congress elects its own Chair [cl. 10.3(b)].
The Current Rules
Under the current ACS Rules, the elected President is Chair of both Management Committee and Congress [Rules 8.9.4, 10.9.4].
The New Constitutional Document
Means are established whereby the membership can encourage the Governing Committee to run the organisation in ways consistent with the Society's Nature and Values, but with means available to take decisive action if the Governing Committee does otherwise [cl.12].
It is necessary to include specific mechanisms in the constitutional document because (a) regulatory agencies have proven to be unwilling and ineffective in relation to enforcement, and (b) courts have a discretion to ignore even quite substantial breaches of organisations' constitutions, and have a long history of exercising that discretion.
The Current Rules
Under the current ACS Rules, such powers as are available to Congress and the members have on occasions proven to be inadequate to ensure alignment of the Management Committee's behaviour with the Society's values and the members' expectations.
The New Constitutional Document
The Society's Nature and Values are declared in the new constitutional document to be the basis on which the Governing Committee is to operate and against which its performance is to be assessed [cls. 12.1-12.2].
The Current Rules
Under the current ACS Rules, this is at best implicit, through mentions of the Objects as a reference-point. This has failed to provide a sufficient basis for exercising control.
The New Constitutional Document
Congress has the express power to remove a Governing Committee member, by a 2/3rds vote in a properly constituted meeting of Congress [cl. 12.4(a)].
The Current Rules
The current ACS Rules include powers to remove any of the 5 office-bearers [Rule 8.6(f)(i)] and any of the 4 National Congress Representatives [10.6.1(h)], but there is no such provision in relation to the 2 ex-officio members of Management Committee (Immediate Past President and CEO).
The New Constitutional Document
Members have the express power to remove a Governing Committee member, by a 2/3rds vote in a properly constituted General Meeting [cl. 12.4(b)].
The Current Rules
The current ACS Rules create no express power. An implicit power may exist.
The New Constitutional Document
A majority of Branch Committees acting in concert have the power to remove a Governing Committee member [cl. 12.6(c)].
The Current Rules
The current ACS Rules create no such power.
The New Constitutional Document
Members have practical means to ensure that a General Meeting is held and to ensure that a motion is put. The means include a stipulation that the Society must facilitate communications among members, hence enabling arguments to be put and signatures to be gathered [cls. 5.5, 6.12].
The Current Rules
Under the current ACS Rules, the means available were ineffectual [Rules 13.1.5, 13.2.2-13.2.4], and were seriously hampered by the ability of the Management Committee to prevent communications among members.
The New Constitutional Document
The Governing Committee is obliged to enable member input [cl.1.6]. However, this needs to be further articulated in the By-Laws.
The Current Rules
Under the current ACS Rules, such provisions are weak or absent. [See also National Regulation 2.13]. For some years, Boards and Committees have been reduced to advisory roles, and the Management Committee's de facto delegation to the CEO has resulted in consultation processes with Congress being highly structured and controlled, and no meaningful engagement being conducted with members.
The New Constitutional Document
Minutes are required to be published to the members [cl. 12.7].
The Current Rules
The current ACS Rules are silent. The relevant law requires only that a summary of the Minutes be made available, and even then only on request, and by each individual [AI Act (ACT) s.35(1)].
The New Constitutional Document
The constitutional document includes the express requirement that the Governing Committee be transparent to the members and engage with them on major issues [cl. 12.6-12.7].
The Current Rules
Under the current ACS Rules, transparency and engagement are at best implicit requirements, and were ignored during the period 2018-21.