The journey of where we find ourselves today with these recommendations started over three years ago. At the beginning of 2016 when we began a process of constructing ACS’ new five-year strategy.
Following unanimous endorsement by Congress, Management Committee approved the new 2017-2022 Strategic Plan at its 24 June 2016 meeting, for implementation as of 1 July 2017.
In formulating the strategic plan we considered:
• Key opportunities and challenges confronting ACS
• Foresighting: emerging challenges in the profession such as addressing the skills gaps
• External threats and implications on the ICT profession
• Key priorities for ACS; initiative proposals and performance measures
• And envisioning Governance changes to support the new ACS Strategy going forward.
The Strategic Plan articulates a vision for Australia to be a world leader in technology talent, fostering innovation and creating new forms of value.
It contains three pillars, focussing energies on delivering for the profession in the areas of:
· Capacity – expanding the available human capital in the profession
· Capability – lifting the quality of human capital in the profession
· Catalyst – ACS being a conduit for sparking innovation.
All professional bodies are committed to ensuring there is sufficient talent entering their profession, and that their participating professionals display the appropriate skills and knowledge to provide advice that can be trusted. These are the Capacity and Capability pillars contained in our Strategy.
The third pillar of being a Catalyst was a new area for ACS, an important one, but one that was going to stretch us. The Strategy refers to a series of enablers that recognised that we would need to re-organise ourselves in order to successfully deliver on these new areas.
The Strategy also includes key enabling areas, one of which is “improving the agility and effectiveness of ACS”. This enabler highlighted the need for ACS to review its corporate form and governance structures, and to streamline its decision-making processes to enable it to be agile in the future in order to more effectively achieve its objects and deliver its services.
This has been the driver for the resolution being taken to ACS members.
Background to the proposed changes to the ACS corporate form
We are seeking the approval of ACS 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.
This will include replacing the entirety of the existing Rules of the Society with a new constitution that is compliant with the Corporations Act.
We announced our intentions to become a Company Limited by Guarantee in member EDM newsletters last December (2018), and then last month I provided a high-level summary in Information Age.
As many will be familiar, ACS began life in 1966 as an amalgamation of existing state computer societies.
There are remnants in our current Rules and Regulations that reflect federated bodies coming together. This brings with it some uniqueness that is not broadly understood. For example, ACS has an ARBN. It is not uncommon for a quizzical look when referring to an ARBN.
We have an ARBN because we are registered in the ACT and deliver services nationally. We have a Public Officer (performed by an ACS member residing in the ACT), as opposed to a more commonly understood Company Secretary.
In consulting with over 200 elected members on pain points with the current governance model, it became quickly clear that it was considered complex and ambiguous to many, on how decisions are made, and where decision-making authority resides across the vast breadth of ACS activities. Within this context, it is compelling that the Rules were for a different era.
Through the consultation process, advice was taken from the Associations Forum, Australian Institute of Company Directors, Clayton Utz, Prolegis Lawyers and Alvearium Pty Ltd.
The advice was all along a similar vein:
· Whether a national association like ACS with members from around Australia and operating beyond the ACT should be incorporated under a state or territory Association Incorporation Act.
· The better alternative is to be incorporated as a company limited by guarantee under the Commonwealth Corporations Act, which is the usual form of incorporating a national membership association under Commonwealth law.
· By being a company limited by guarantee, ACS would no longer need to seek an ARBN to allow it to operate beyond state borders.
Through this consultation process it also became clear that the Company Limited by Guarantee structure is the most common form of incorporating a national membership association under Commonwealth law.
Examples of Registered Charities operating as a Company Limited by Guarantee include Engineers Australia, Australian Dental Council Limited, Australian Institute for Teaching and School Leadership Limited, Australian and New Zealand Podiatry Accreditation Council Limited, and the Australian Physiotherapy Council Limited.
Examples of not-for-profits operating as a Company Limited by Guarantee include the Institute of Public Accountants Ltd, Chartered Accountants Australia and New Zealand, Architects Accreditation Council of Australia.
Hence the proposal recommends that ACS becomes a Company Limited by Guarantee, with a new constitution to ensure it meets the current and future needs of the ACS, as well as bringing it in line with contemporary governance practice and legislative requirements.