[committee] Legislative Requirements - Proposed Constitutional Changes

[Andrew Adamson]

Correction, the percentage membership to call a general meeting is in fact 
in the current constitution.

Andrew Adamson
bob at ucc.asn.au

|"If you can't beat them, join them, and then beat them."                |
| ---Peter's Laws                                                        |

On Mon, 4 Mar 2019, Bob Adamson wrote:

> 
> Hi James,
> 
>  
> 
> To be blunt, it would have been nice to get this some time ago, well before the 4 day agenda cutoff (which you technically missed for a 1pm Friday meeting), to permit discussion and proper checking – constitutional changes are not to
> be done lightly, and are expensive to do. We have rejected constitutional changes at general meetings in the past simply because there had been no time beforehand to discuss them as a club. Further, can you please submit a complete
> draft of the proposed constitution so that it can be properly checked; this will also assist making the AGM go faster, since most people at the lunchtime AGM meeting are quite time constrained.
> 
>  
> 
> In response to your individual changes:
> 
>  1. Yes.
>  2.  
>      1. I think linking the membership year to the AGM is not a great idea, because some clubs (and UCC has floated this idea in the past too) have their AGM at the end of the year, to facilitate a non-dead time over Christmas. In
>         this case I think the membership period should be specified as defined in policy, to stop the constitution being brittle, and it should probably be linked to the start of UWA semester 1 or something. Section 12 of the model
>         rules does this quite well without even specifying a date.
>      2. The model rules do this way better than we do, check them out.
>  3. I’m not sure this change is necessary, since I don’t think there’s any technical requirement for a member of the clubs management committee to be a member themselves. Regardless, it has never happened and I doubt it would, and
>     isn’t required by the Act.
>  4. Yes, that seems sane, though it is again targeting something that hasn’t happened in 40+ years and isn’t required by the Act. You also need “except as elsewhere provided in the Constitution” here, otherwise I think you are
>     conflicting with temporary positions under your new section 17.4
>  5. I have seen this be an issue, good fix.
>  6. Redundant if you fix section 9.3, since they would automatically be unable to hold the position
> 
>  
> 
> Required changes that appear to have been missed:
> 
>  1. Schedule 1, Division 1 section 6 (g) of the Act specifies that we must specify “the circumstances (if any) in which payment may be made to a member of the committee out of the funds of the association.”. I can’t see any reference
>     to this in the changes or the current constitution.
>  2. Schedule 1, Division 1 section 10 of the Act specifies that we must specify “the number of members, expressed as a percentage of membership, who may at any time require that a general meeting of the incorporated association be
>     convened”. We currently do this as an absolute number, and there has been no conversation about what we would change it to.
> 
>  
> 
> Non-required changes that we were always going to change:
> 
>  1. We are no longer obliged by the Act to carry a common seal, and can remove section 14 of the constitution completely. We were forced to add it when we incorporated and didn’t particularly need or want it. That said, has it been
>     useful for sealing any documents for eg: transferring Westpac accounts? If so, no harm to leave it in I guess.
> 
>  
> 
> Given the changes that have been missed (my check was by no means thorough, there’s probably 1 or 2 others), the short notice period with no other member involvement, and the time constraints of the AGM meeting, I think these
> constitutional changes should be held off until another meeting.
> 
>  
> 
> Sites I am referencing:
> 
> Rules checklist: https://www.commerce.wa.gov.au/sites/default/files/atoms/files/assocruleschecklist.pdf (note any items in bold are different to the previous Act)
> 
> The new Act: https://www.legislation.wa.gov.au/legislation/prod/filestore.nsf/FileURL/mrdoc_28811.pdf/$FILE/Associations%20Incorporation%20Act%202015%20-%20[00-b0-02].pdf
> 
> The old Act: https://www.legislation.wa.gov.au/legislation/prod/filestore.nsf/FileURL/mrdoc_28810.pdf/$FILE/Associations%20Incorporation%20Act%201987%20-%20[03-c0-00].pdf
> 
> Model rules: https://www.commerce.wa.gov.au/publications/model-rules-associations-2016
> 
>  
> 
> Sorry to be a bit brutal here, but I hope I have provided some constructive criticism and linked some useful resources.
> 
>  
> 
> Bob
> 
>  
> 
> From: james.arcus64 at gmail.com <james.arcus64 at gmail.com>
> Sent: Monday, 4 March 2019 1:54 PM
> To: exec at ucc.asn.au
> Cc: committee at ucc.asn.au
> Subject: Legislative Requirements - Proposed Constitutional Changes
> 
>  
> 
> Hi committee,
> 
>  
> 
> I have recently been inspecting the new constitutional requirements as per the Associations Incorporation Act 2015. The new act is required to be complied with by 30 June 2019, so this AGM is high time to deal with the last remaining
> incompatibilities.
> 
>  
> 
> Here are my proposed amendments:
> 
>  
> 
>  1. In section 2, delete “Associations Incorporation Act 1987” and substitute “Associations Incorporation Act 2015”.
>  2. Insert in section 6 before “3. All members must comply…” the following:
> 
> “3. A subscription shall expire at the commencement of the Annual General Meeting in the year subsequent to its payment.
> 
> “4. A person becomes a member upon the receipt of a valid membership application by the Secretary and the receipt of any subscription fees by the Club.
> 
> “5. Any member may resign from the Club by providing written notification to the Secretary. If that member is a member of the Committee, the notification must be provided at least fourteen days before the resignation takes effect.
> 
> “6. Membership of the club continues indefinitely until resigned or ceasing due to non-payment of a subscription, unless provided elsewhere in this Constitution.”; and
> 
>                 Renumber clause 6.3 to 6.7.
> 
>  1. In clause 9.3, delete “Only students at The University of Western Australia who are” and substitute “Only members of the Club who are students at The University of Western Australia and are”.
>  2. Insert at the end of section 9, “7. Members may be elected to and hold at most one position on the Committee.”
>  3. In section 10, delete  “The members of the Committee shall remain in office” and substitute “The members of the Committee shall commence office at the close of the meeting at which they are elected and remain in office”.
>  4. Insert in section 17 before “3. Election” the following:
> 
> “3. Cessation of Membership
> 
> “              The Committee shall declare vacant the position of any member of the Committee if that person ceases to be a member of the Club for any reason.
> 
> “4. Acceptance of Other Positions
> 
> “              The Committee shall declare vacant the existing position of any member of the Committee who is elected to another Committee position that is not a temporary role.”; and
> 
>                 Renumber clause 17.3 to 17.5.
> 
>  
> 
> And rationale:
> 
>  
> 
>  1. Reflecting legislation change.
>  2. The new Act contains a legislative requirement to clearly define when a person becomes and ceases to be a member of a Club.
>  3. Currently, Fresher Rep and OCMs must be members of the club, yet the same requirement is not written into the clause covering the Executive.
>  4. Codification of existing practise.
>  5. There is a legislative requirement to specify both the start and end dates of the term of the Committee.
> 
>  
> 
> Where legislation requires additions to the constitution, I have tried to preserve the existing practise of the club. I am more than open to wording and functional changes to these, provided that the legislative requirements remain
> met.
> 
>  
> 
> Cheers,
> 
>  
> 
> James [MPT]
> UCC Committee Member
> 
> 
>