The ACS Management Committee has unanimously decided that it intends to seek the approval of members to change the legal structure of the Society from an incorporated association under the ACT Act to a company limited by guarantee under the Corporations Act 2001 (Cth) (Corporations Act) and to replace the entirety of the existing Rules of the Society (the Rules) with a new constitution that is compliant with the Corporations Act (collectively, the Proposal).
Under rule 19 of the existing Rules, the Management Committee is required to send to each member written notice of any proposed alteration to the Rules and Objects, together with certain information, at least 3 months before the notice calling a general meeting to consider the proposed alteration is sent to members.
This document (including the proposed resolution, schedules and the attachment to it) is a notice given to members under that rule:
Notice of proposed alteration to the Rules and Objects of the Society
The Management Committee intends to convene a special general meeting to be held in or around October 2019 to consider and vote on the proposed resolution. At least 21 days before the date of the meeting, ACS members will be sent a further notice of meeting setting out the date, time and place of the meeting, and instructions on how you can attend and vote.
Law firm Clayton Utz have been engaged to manage the process on behalf of ACS. Questions may be directed via claytonutz@acs.org.au. Please be aware that response times may vary depending on the nature and complexity of the question.
To assist members understand how the proposed new governance model will operate in its entirety, background information is found below.
BACKGROUND INFORMATION
1. Information Age article 25 June 2019 - ACS to modernise governance: From Incorporated Association to Company Limited by Guarantee.
2. Current ACS Rules
3. Current ACS National Regulations
4. Current ACS Objects
5. Comparison between current Objects and proposed updated Objects as a CLG
6. ACS Governance & Advisory Organisation Chart as a Company Limited by Guarantee (CLG)
7. ACS CLG By-Laws
8. ACS CLG Board Charter
9. ACS CLG Board of Directors Skills Matrix
10. ACS CLG Draft Audit & Risk Committee Charter
11. ACS CLG Nominations Committee Charter
12. ACS CLG Divisional Council Charter
13. ACS CLG Division Councillors Skills Matrix
14. ACS CLG Chapter Terms of Reference